AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 5th, 2024 • Roth CH Acquisition v Co. • Blank checks • New York
This Amended and Restated Registration Rights Agreement (this “Agreement”), dated as of [DATE], is made and entered into by and among Roth CH Acquisition V Co., a Delaware corporation (the “Company”), certain investors who were party to the original Registration Rights Agreement with the Company (the “Existing Holders”), and the undersigned parties listed under Holder on the signature pages hereto (each such party, together with the Existing Holders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively, the “Holders”).
ROTH CAPITAL PARTNERS, LLC Newport Beach CA, 92660 CRAIG-HALLUM CAPITAL GROUP LLC Minneapolis, MN 55402Roth CH Acquisition v Co. • January 5th, 2024 • Blank checks
Reference is made to the business combination marketing agreement dated as of November 30, 2021 (the “Agreement”), by and among Roth CH Acquisition V Co., a Delaware corporation (“Company”) and Roth Capital Partners, LLC (“Roth”) and Craig-Hallum Capital Group LLC (each an “Advisor” and together the “Advisors”).
STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • January 5th, 2024 • Roth CH Acquisition v Co. • Blank checks • Delaware
This STOCKHOLDER SUPPORT AGREEMENT (this “Agreement”) is entered into as of January 3, 2024, by and among New Era Helium Corp., a Nevada corporation (the “Company”), Roth CH Acquisition V Co., a Delaware corporation (the “Acquiror”), and each of the stockholders of the Company whose name appears on the signature pages to this Agreement (each, a “Holder” and, collectively, the “Holders,” and the Holders, together with the Company and the Acquiror, the “Parties”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Business Combination Agreement (as defined below).
INSIDER SUPPORT AGREEMENTInsider Support Agreement • January 5th, 2024 • Roth CH Acquisition v Co. • Blank checks • Delaware
This INSIDER SUPPORT AGREEMENT (this “Agreement”) is entered into as of January 3, 2024, by and among New Era Helium Corp., a Nevada corporation (the “Company”), Roth CH Acquisition V Co., a Delaware corporation (“Roth CH”), and each of the stockholders of Roth CH whose name appears on the signature pages to this Agreement (each, a “Holder” and, collectively, the “Holders,” and the Holders, together with the Company and Roth CH, the “Parties”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Business Combination Agreement (as defined below).
Form of Lock-Up AgreementRoth CH Acquisition v Co. • January 5th, 2024 • Blank checks
The undersigned understands that New Era Helium Corp., a Nevada corporation (“NEH”) has entered into a Business Combination Agreement (the “Business Combination Agreement”) with Roth CH Acquisition V Co., a Delaware corporation (the “Company”), providing for a business combination between NEH and the Company (the “Business Combination”) and the registration of shares of common stock, par value $0.0001 per share, of the Company (“Shares”).
BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATION by and among ROTH CH ACQUISITION V CO., ROTH CH V MERGER SUB CORP., and NEW ERA HELIUM CORP. Dated as of January 3, 2024Business Combination Agreement • January 5th, 2024 • Roth CH Acquisition v Co. • Blank checks • New York
This Business Combination Agreement and Plan of Reorganization, dated as of January 3, 2024 (this “Agreement”), by and among ROTH CH ACQUISITION V CO., a Delaware corporation (“Roth”), ROTH CH V MERGER SUB CORP., a Delaware corporation (“Merger Sub”), and New Era Helium Corp., a Nevada corporation (the “Company”). Each of Roth, Merger Sub and the Company may be referred to in this Agreement as a “Party,” or collectively as the “Parties.”
