EXHIBIT 10.4


 


FORM OF REGISTRATION RIGHTS
AGREEMENT


 


This Registration Rights
Agreement (this “Agreement”) is made and entered into as of November 16, 2020 between Roth CH Acquisition I
Co. Parent Corp., a Delaware corporation (the “Company”), and each of the several subscribers signatory hereto
(each such Subscriber, a “Subscriber” and, collectively, the “Subscribers”).


 


This Agreement is
made pursuant to the Subscription Agreements between the Company and each of the Subscribers signatory thereto (collectively, the
 “Subscription Agreements”).


 


The Company and each
Subscriber hereby agrees as follows:


 


1.        Definitions.


 


Capitalized terms
used and not otherwise defined herein that are defined in the Subscription Agreements shall have the meanings given such terms
in the Subscription Agreements. As used in this Agreement, the following terms shall have the following meanings:


 


“Advice”
shall have the meaning set forth in Section 6(d).


 


“Business
Day” means a day other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized
or required by law to close.


 


“Closing
Date” means the date on which the transactions contemplated pursuant to the Subscription Agreements have been consummated.


 


“Effectiveness
Date” means, with respect to the Initial Registration Statement required to be filed hereunder, the 60th calendar
day following the Closing Date (or, in the event the Commission notifies the Company that it will “review” the Registration
Statement, the 90th calendar day following the date hereof) and with respect to any additional Registration Statements
which may be required pursuant to Section 2(c) or Section 3(c), the 60th calendar day following the date on which an
additional Registration Statement is required to be filed hereunder; provided, however, if such Effectiveness Date
falls on a day that is not a Business Day, then the Effectiveness Date shall be the next succeeding business day; provided, further,
that if the Commission is closed for operations due to a government shutdown, the Effectiveness Date shall be extended by the same
amount of days that the Commission remains closed for operations.


 


“Effectiveness
Period” shall have the meaning set forth in Section 2(a).


 


“Event”
shall have the meaning set forth in Section 2(d).


 






    


     


    

 


“Event
Date” shall have the meaning set forth in Section 2(d).


 


“Filing
Date” means, with respect to the Initial Registration Statement required hereunder, the 10th calendar day
following the date on which the Company first files the Proxy Statement with the Commission and, with respect to any additional
Registration Statements which may be required pursuant to Section 2(c) or Section 3(c), the earliest practical date on which the
Company is permitted by SEC Guidance to file such additional Registration Statement related to the Registrable Securities.


 


“Holder”
or “Holders” means the holder or holders, as the case may be, from time to time of Registrable Securities.


 


“Indemnified
Party” shall have the meaning set forth in Section 5(c).


 


“Indemnifying
Party” shall have the meaning set forth in Section 5(c).


 


“Initial
Registration Statement” means the initial Registration Statement filed pursuant to this Agreement.


 


“Losses”
shall have the meaning set forth in Section 5(a).


 


“Merger
Registration Statement” means a registration statement on Form S-4 filed by the Company with the Commission in compliance
with the Securities Act and the rules and regulations promulgated thereunder for the purpose of registering Pubco Shares (as defined
in the Subscription Agreement) to be issued in connection with the Transaction.


 


“Person”
means any individual, corporation, partnership, joint venture, limited liability company, estate, trust, unincorporated association,
any federal, state, county or municipal government or any bureau, department or agency thereof and any fiduciary acting in such
capacity on behalf of any of the foregoing.


 


“Plan
of Distribution” shall have the meaning set forth in Section 2(a).


 


“Prospectus”
means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information
previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated
by the Commission pursuant to the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the
terms of the offering of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments
and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to
be incorporated by reference in such Prospectus.


 






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“Proxy
Statement/Prospectus” means the proxy statement/prospectus contained in the Merger Registration Statement to be filed
in connection with the solicitation of proxies from holders of the Company for the matters to be acted upon at the stockholder
meeting approving the Transaction.


 


“Registrable
Securities” means, as of any date of determination, (a) all Pubco Shares (including Pubco Shares issued to the Subscribers
in the Transaction with respect to any equity interests of PureCycle Technologies LLC owned by the Subscribers) and (b) any securities
issued or then issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to
the foregoing; provided, however, that any such Registrable Securities shall cease to be Registrable Securities (and the
Company shall not be required to maintain the effectiveness of any, or file another, Registration Statement hereunder with respect
thereto) for so long as (i) they have been included in the Proxy Statement/Prospectus and their issuance is accordingly registered
under the Securities Act, (ii) they have been sold under a Registration Statement required hereunder or pursuant to Rule 144 or
(iii) it has been two years from the Closing Date.


 


“Registration
Statement” means any registration statement required to be filed hereunder pursuant to Section 2(a) and any additional
registration statements contemplated by Section 2(c) or Section 3(c), including (in each case) the Prospectus, amendments and supplements
to any such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material
incorporated by reference or deemed to be incorporated by reference in any such registration statement.


 


“Rule
415” means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose
and effect as such Rule.


 


“Rule
424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose
and effect as such Rule.


 


“Selling
Stockholder Questionnaire” shall have the meaning set forth in Section 3(a).


 


“SEC
Guidance” means (i) any publicly-available written or oral guidance of the Commission staff, or any comments, requirements
or requests of the Commission staff and (ii) the Securities Act and the rules and regulations promulgated thereunder.


 






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“Securities
Act” means the Securities Act of 1933, as amended.


 


“Transaction”
means that certain Agreement and Plan of Merger, pursuant to which the Company will acquire PureCycle Technologies LLC on the terms
and subject to the conditions set forth therein.


 


2.        Shelf
Registration.


 


(a)               On
or prior to each Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the
resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an
offering to be made on a continuous basis pursuant to Rule 415; provided, however, subject to Section 2(f), in
lieu thereof the Company, in its sole discretion, may elect to include the Registrable Securities in the Merger Registration
Statement. Each Registration Statement (other than the Merger Registration Statement) filed hereunder shall contain (unless
otherwise directed by at least 51% in interest of the Holders) substantially the “Plan of Distribution”
attached hereto as Annex A and substantially the “Selling Stockholder” section attached hereto as Annex
B; provided, however, that no Holder shall be required to be named as an “underwriter” without
such Holder’s express prior written consent. Subject to the terms of this Agreement and in the event that the
Registrable Securities are not included in the Merger Registration Statement, the Company shall use its commercially
reasonable efforts to cause a Registration Statement covering the resale of all of the Registrable Securities that are not
then registered pursuant to the Proxy Statement/Prospectus filed under this Agreement (including, without limitation, under
Section 3(c)) to be declared effective under the Securities Act on the date that the Transaction is consummated and shall use
its commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act until
the date that all Registrable Securities covered by such Registration Statement (i) have been sold thereunder or pursuant to
Rule 144, (ii) may be sold pursuant to Rule 144 without volume or manner-of-sale restrictions and without current public
information (including pursuant to Rule 144(i)(2)), as reasonably determined by the counsel to the Company; or (iii) two
years from the Closing Date (the “Effectiveness Period”). The Company shall request effectiveness of a
Registration Statement as of 5:00 p.m. Eastern Time on a Business Day. The Company shall promptly notify the Holders via
facsimile or by e-mail of the effectiveness of a Registration Statement on the same Business Day that the Company
telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such
Registration Statement. Other than with respect to the Merger Registration Statement, the Company shall, by 9:30 a.m. Eastern
Time on the second Business Day after the effective date of such Registration Statement, file a final Prospectus with the
Commission as required by Rule 424. Nevertheless, the Company’s obligations to include the Registrable Securities in a
registration statement are contingent upon Subscriber furnishing in writing to the Company such other information regarding
Subscriber, the securities of the Company held by Subscriber and, other than with respect to the Merger Registration
Statement, the intended method of disposition of the Registrable Securities as shall be reasonably requested by the Company
to effect the registration of the Registrable Securities, and Subscriber shall execute such documents in connection with such
registration as the Company may reasonably request that are customary of a selling stockholder in similar situations.


 






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(b)              
 Notwithstanding the registration obligations set forth in Section 2(a) and to the extent that all of the Registrable Securities
are not registered pursuant to the Merger Registration Statement, if the Commission informs the Company that the resale of all
of the Registrable Securities as a secondary offering cannot, as a result of the application of Rule 415, be registered on a single
registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts
to file amendments to the Initial Registration Statement as required by the Commission, covering the maximum number of Registrable
Securities permitted to be registered by the Commission.


 


(c)              
Notwithstanding any other provision of this Agreement, if the Commission or any SEC Guidance
sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement,
the number of Registrable Securities to be registered on such Registration Statement will be reduced pro rata among all such selling
shareholders whose securities are included in such Registration Statement. 


 


In
the event of a cutback hereunder, the Company shall give the Holder at least five (5) Business Days prior written notice along
with the calculations as to such Holder’s allotment. In the event the Company amends the Initial Registration Statement in
accordance with the foregoing, the Company will use its commercially reasonable efforts to file with the Commission, as promptly
as allowed by Commission or SEC Guidance provided to the Company, one or more registration statements to register the resale of
those Registrable Securities that were not registered on the Merger Registration Statement or Initial Registration Statement, as
amended.


 






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(d)               If:
(i) the Initial Registration Statement (unless all Registrable Securities are included in the Merger Registration Statement)
is not filed on or prior to the Closing Date, (ii) a Registration Statement registering for resale all of the Registrable
Securities (or the sale of the Registrable Securities pursuant to the Merger Registration Statement) is not declared
effective by the staff of the Commission by the Effectiveness Date, (iii) after the effective date of a Registration
Statement to the extent not registered on the Merger Registration Statement, (A) such Registration Statement ceases for any
reason to remain continuously effective as to all Registrable Securities included in such Registration Statement (unless all
Registrable Securities are included in the Merger Registration Statement), or (B) to the extent not registered on the Merger
Registration Statement, the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable
Securities, for more than fifteen (15) consecutive calendar days or more than an aggregate of twenty (20) calendar days
(which need not be consecutive calendar days) during any 12-month period (any such failure or breach specified in the
immediately preceding clauses (i) through (iii) being referred to as an “Event”, and for purposes of such
clauses, the date on which such Event occurs, an “Event Date”), then, in addition to any other rights the
Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such
Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company
shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 1.0%
multiplied by the aggregate Subscription Amount paid by such Holder pursuant to the Subscription Agreements (reduced ratably
to the extent not registered on the Merger Registration Statement) (the “Monthly Liquidated Damage”); provided, however,
that if such Holder fails to provide the Company with any information requested by the Company that is required to be
provided in such Registration Statement with respect to such Holder as set forth herein, then, for purposes of this Section
2(d), the Filing Date or Effectiveness Date, as applicable, for a Registration Statement with respect to such Holder shall be
extended until two (2) Business Days following the date of receipt by the Company of such required information from such
Holder; provided further that in no event shall the such Monthly Liquidated Damage hereunder plus the monthly
liquidated damage defined in the Subscription Agreement exceed one (1%) of the aggregate Subscription Amount paid by such
Holder pursuant to the Subscription Agreement. The parties further agree that in no event shall the Company be required
hereunder and under the Subscription Agreement to pay to such Holder an aggregate amount that exceeds 6.0% of the aggregate
Subscription Amount paid by such Holder pursuant to the Subscription Agreement. The partial liquidated damages pursuant to
the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event.


 


(e)              
Notwithstanding anything to the contrary contained herein, in no event shall the Company be permitted to name any Holder
or affiliate of a Holder as any Underwriter without the prior written consent of such Holder.


 


(f)                Notwithstanding
anything to the contrary contained herein, (i) the Company will use its reasonable efforts to include the Pubco Shares
issuable in the Transaction in exchange for the Class A Units of PureCycle Technologies LLC purchased by any Subscriber
pursuant to the terms of that certain Class A Unit Purchase Agreement, dated as of November [●], 2020, among the
Company and the investors thereunder, in the Merger Registration Statement, and (ii) if the Commission shall at any time
object to the inclusion of such Pubco Shares in the Merger Registration Statement, the Company shall give prompt notice to
the applicable Subscribers and their counsel and give them fair and reasonable time (but, in any event, at least three (3)
Business Days) to respond and discuss with the Company, prior to answering the Commission or agreeing to the exclusion of
such Pubco Shares from the Merger Registration Statement.


 






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3.        Registration
Procedures.


 


In connection with
the Company’s registration obligations hereunder, the Company shall:


 


(a)              
Not less than five (5) Business Days prior to the filing of each Registration Statement (or Merger Registration Statement
if the Company so elects) and not less than two (2) Business Day prior to the filing of any related Prospectus or any amendment
or supplement thereto (including any document that would be incorporated or deemed to be incorporated therein by reference), the
Company shall (i) furnish to each Holder copies of all such documents proposed to be filed, which documents (other than those incorporated
or deemed to be incorporated by reference) will be subject to the review of such Holders, and (ii) cause its officers and directors,
counsel and independent registered public accountants to respond to such inquiries as shall be necessary, in the reasonable opinion
of respective counsel to each Holder, to conduct a reasonable investigation within the meaning of the Securities Act. The Company
shall not file a Registration Statement or any such Prospectus or any amendments or supplements thereto to which the Holders of
a majority of the Registrable Securities shall reasonably object in good faith, provided that, the Company is notified of such
objection in writing no later than four (4) Business Days after the Holders have been so furnished copies of a Registration Statement
or one (1) Business Day after the Holders have been so furnished copies of any related Prospectus or amendments or supplements
thereto. Each Holder agrees to furnish to the Company a completed questionnaire in the form attached to this Agreement as Annex
B (a “Selling Stockholder Questionnaire”) on a date that is not less than five (5) Business Days prior to
the Filing Date or by the end of the second (2nd) Business Day following the date on which such Holder receives draft
materials in accordance with this Section.


 


(b)               (i)
Prepare and file with the Commission such amendments, including post-effective amendments, to a Registration Statement and
the Prospectus used in connection therewith as may be necessary to keep a Registration Statement continuously effective as to
the applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional
Registration Statements in order to register the resale of all of the Registrable Securities under the Securities Act, (ii)
cause the related Prospectus to be amended or supplemented by any required Prospectus supplement (subject to the terms of
this Agreement), and, as so supplemented or amended, to be filed pursuant to Rule 424, (iii) respond as promptly as
reasonably possible to any comments received from the Commission with respect to a Registration Statement or any amendment
thereto and provide as promptly as reasonably possible to the Holders true and complete copies of all correspondence from and
to the Commission relating to a Registration Statement (provided that, the Company shall excise any information contained
therein which would constitute material non-public information regarding the Company or any of its Subsidiaries), and (iv)
comply in all material respects with the applicable provisions of the Securities Act and the Exchange Act with respect to the
disposition of all Registrable Securities covered by a Registration Statement during the applicable period in accordance
(subject to the terms of this Agreement) with the intended methods of disposition by the Holders thereof set forth in such
Registration Statement as so amended or in such Prospectus as so supplemented.


 






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(c)              
Unless otherwise provided in this Agreement, if during the Effectiveness Period, the number of Registrable Securities at
any time exceeds 100% of the number of shares of Common Stock then registered in a Registration Statement, then the Company shall
use commercially reasonable efforts to file, but in any case prior to the applicable Filing Date, an additional Registration Statement
covering the resale by the Holders of not less than the number of such Registrable Securities.


 


(d)               Unless
all Registrable Securities are registered on the Merger Registration Statement, notify the Holders of Registrable Securities
to be sold (which notice shall, pursuant to clauses (iii) through (vi) hereof, be accompanied by an instruction to suspend
the use of the Prospectus until the requisite changes have been made) as promptly as reasonably possible (and, in the case of
(i)(A) below, not less than one (1) Business Day prior to such filing) and (if requested by any such Person) confirm such
notice in writing within five (5) Business Days following the day (i)(A) when a Prospectus or any Prospectus supplement or
post-effective amendment to a Registration Statement is proposed to be filed, (B) when the Commission notifies the Company
whether there will be a “review” of such Registration Statement and whenever the Commission comments in writing
on such Registration Statement, and (C) with respect to a Registration Statement or any post-effective amendment, when the
same has become effective, (ii) of any request by the Commission or any other federal or state governmental authority for
amendments or supplements to a Registration Statement or Prospectus or for additional information, (iii) of the issuance by
the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of a
Registration Statement covering any or all of the Registrable Securities or the initiation of any proceedings for that
purpose, (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or
exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or
threatening of any proceeding for such purpose, (v) of the occurrence of any event or passage of time that makes the
financial statements included in a Registration Statement ineligible for inclusion therein or any statement made in a
Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in
any material respect or that requires any revisions to a Registration Statement, Prospectus or other documents so that, in
the case of a Registration Statement or the Prospectus, as the case may be, it will not contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading, and (vi) of the occurrence or existence of any
pending corporate development with respect to the Company that the Company believes may be material and that, in the
determination of the Company, makes it not in the best interest of the Company to allow continued availability of a
Registration Statement or Prospectus, provided, however, in no event shall any such notice contain any
information which would constitute material, non-public information regarding the Company or any of its Subsidiaries.


 






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(e)              
Use its commercially reasonable efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order
stopping or suspending the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption
from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment.


 


(f)               
Furnish to such Holder, without charge, at least one conformed copy of each such Registration Statement and each amendment
thereto, including financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference
to the extent requested by such Holder, and all exhibits to the extent requested by such Holder (including those previously furnished
or incorporated by reference) promptly after the filing of such documents with the Commission; provided, that any such item which
is available on the EDGAR system (or successor thereto) need not be furnished in physical form.


 


(g)              
Subject to the terms of this Agreement, the Company hereby consents to the use of such Prospectus and each amendment or
supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered
by such Prospectus and any amendment or supplement thereto, except after the giving of any notice pursuant to Section 3(d).


 


(h)              
If requested by a Holder, cooperate with such Holder to facilitate the timely preparation and delivery of certificates representing
Registrable Securities to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free,
to the extent permitted by the Subscription Agreements, of all restrictive legends, and to enable such Registrable Securities to
be in such denominations and registered in such names as any such Holder may request.


 






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(i)                 Upon
the occurrence of any event contemplated by Section 3(d), as promptly as reasonably possible under the circumstances taking
into account the Company’s good faith assessment of any adverse consequences to the Company and its stockholders of the
premature disclosure of such event, prepare a supplement or amendment, including a post-effective amendment, to a
Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated
therein by reference, and file any other required document so that, as thereafter delivered, neither a Registration Statement
nor such Prospectus will contain an untrue statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not
misleading. If the Company notifies the Holders in accordance with
clauses (iii) through (vi) of Section 3(d) above to suspend the use of any Prospectus until the requisite changes to such
Prospectus have been made, then the Holders shall (x) suspend use of such Prospectus and immediately discontinue
offers and sales of the Registrable Securities under the Registration Statement until Subscriber receives copies of a
supplemental or amended prospectus that corrects the matters, misstatement(s) or omission(s) referred to above and receives
notice that any post-effective amendment has become effective or unless otherwise notified by the Company that it may resume
such offers and sales and (y) maintain the confidentiality of any information included in such written notice delivered by
the Company unless otherwise required by law or subpoena. If so directed by the Company, Subscriber will deliver to the
Company or, in Subscriber’s sole discretion destroy, all copies of the prospectus covering the Registrable Securities
in Subscriber’s possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus
covering the Registrable Securities shall not apply (i) to the extent Subscriber is required to retain a copy of such
prospectus (a) in order to comply with applicable legal, regulatory, self-regulatory or professional requirements or (b) in
accordance with a bona fide pre-existing document retention policy or (ii) to copies stored electronically on archival
servers as a result of automatic data back-up. The Company will use
its commercially reasonable efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable.
The Company shall be entitled to exercise its right under this Section 3(j) to suspend the availability of a Registration
Statement and Prospectus, subject to the payment of partial liquidated damages otherwise required pursuant to Section 2(d),
for a period not to exceed 60 calendar days (which need not be consecutive days) in any 12-month period.


 


(j)                
The Company may require each selling Holder to furnish to the Company a certified statement as to the number of shares of
Common Stock beneficially owned by such Holder and, if required by the Commission, the natural persons thereof that have voting
and dispositive control over the shares.


 






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4.
        Registration Expenses. All fees and expenses incident to the performance of
or compliance with, this Agreement by the Company shall be borne by the Company. The fees and expenses referred to in the
foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation,
fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings
made with the Commission, (B) with respect to filings required to be made with any trading market on which the Common Stock
is then listed for trading, and (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by
the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with
Blue Sky qualifications or exemptions of the Registrable Securities), (ii) printing expenses (including, without limitation,
expenses of printing certificates for Registrable Securities), (iii) messenger, telephone and delivery expenses, (iv) fees
and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such
insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the
transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses
incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without
limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of
any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any
securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions
of any Holder.


 


5.        Indemnification.


 


(a)               Indemnification
by the Company. The Company shall, notwithstanding any termination of this Agreement, to the extent permitted by law,
indemnify and hold harmless each Holder, the officers, directors, members, partners, agents, brokers (including brokers who
offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of
Common Stock), investment advisors and employees (and any other Persons with a functionally equivalent role of a Person
holding such titles, notwithstanding a lack of such title or any other title) of each of them, each Person who controls any
such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers,
directors, members, stockholders, partners, agents and employees (and any other Persons with a functionally equivalent role
of a Person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling Person, to
the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs
(including, without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”),
as incurred, arising out of or relating to (1) any untrue or alleged untrue statement of a material fact contained in a
Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any
preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be
stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of
the circumstances under which they were made) not misleading or (2) any violation or alleged violation by the Company of the
Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with the
performance of its obligations under this Agreement, except to the extent, but only to the extent, that (i) such untrue
statements or omissions are based solely upon information regarding such Holder furnished in writing to the Company by such
Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder’s
proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder
expressly for use in a Registration Statement, such Prospectus or in any amendment or supplement thereto (it being understood
that the Holder has approved Annex A hereto for this purpose) or (ii) in the case of an occurrence of an event of the type
specified in Section 3(d)(iii)-(vi), the use by such Holder of an outdated, defective or otherwise unavailable Prospectus
after the Company has notified such Holder in writing that the Prospectus is outdated, defective or otherwise unavailable for
use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d). The Company shall
notify the Holders promptly of the institution, threat or assertion of any proceeding arising from or in connection with the
transactions contemplated by this Agreement of which the Company is aware. Such indemnity shall remain in full force and
effect regardless of any investigation made by or on behalf of such indemnified person and shall survive the transfer of any
Registrable Securities by any of the Holders in accordance with Section 6(h).


 






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(b)              
Indemnification by Holders. Each Holder shall, to the extent permitted by law, severally and not jointly, indemnify
and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the
meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees
of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the
extent arising out of or based solely upon: any untrue or alleged untrue statement of a material fact contained in any Registration
Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating
to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein
(in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading
(i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished
in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the
extent, but only to the extent, that such information relates to such Holder’s information provided in the Selling Stockholder
Questionnaire or otherwise as requested by the Company or the proposed method of distribution of Registrable Securities and was
reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood that
the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto. In no event
shall the liability of a selling Holder be greater in amount than the dollar amount of the net proceeds received by such Holder
upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.


 






    12


     


    

 


(c)              
Conduct of Indemnification Proceedings. If any proceeding shall be brought or asserted against any Person entitled
to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall promptly notify the Person from
whom indemnity is sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall have the right
to assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment
of all fees and expenses incurred in connection with defense thereof, provided that the failure of any Indemnified Party to give
such notice shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except (and
only) to the extent that it shall be finally determined by a court of competent jurisdiction (which determination is not subject
to appeal or further review) that such failure shall have materially and adversely prejudiced the Indemnifying Party.


 


An Indemnified
Party shall have the right to employ separate counsel in any such proceeding and to participate in the defense thereof, but the
fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party
has agreed in writing to pay such fees and expenses, (2) the Indemnifying Party shall have failed promptly to assume the defense
of such proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such proceeding, or (3) the named
parties to any such proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party,
and counsel to the Indemnified Party shall reasonably believe that a material conflict of interest is likely to exist if the same
counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies
the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying
Party shall not have the right to assume the defense thereof and the reasonable fees and expenses of no more than one separate
counsel shall be at the expense of the Indemnifying Party). The Indemnifying Party shall not be liable for any settlement of any
such proceeding effected without its written consent, which consent shall not be unreasonably withheld or delayed. No Indemnifying
Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending proceeding in respect
of which any Indemnified Party is a party, unless such settlement includes an unconditional release of such Indemnified Party from
all liability on claims that are the subject matter of such proceeding.


 


Subject
to the terms of this Agreement, all reasonable fees and expenses of the Indemnified Party (including reasonable fees and
expenses to the extent incurred in connection with investigating or preparing to defend such proceeding in a manner not
inconsistent with this Section) shall be paid to the Indemnified Party, as incurred, within twenty (20) Business Days of
written notice thereof to the Indemnifying Party, provided that the Indemnified Party shall promptly reimburse the
Indemnifying Party for that portion of such fees and expenses applicable to such actions for which such Indemnified Party is
finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) not
to be entitled to indemnification hereunder.


 






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(d)              
Contribution. If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient
to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable
by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified
Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable
considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among
other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or
alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party
or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent
such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include,
subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other fees or expenses incurred by such
party in connection with any proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification
provided for in this Section was available to such party in accordance with its terms.


 


The parties
hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata
allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the
immediately preceding paragraph. In no event shall the contribution obligation of a Holder of Registrable Securities be greater
in amount than the dollar amount of the proceeds received by it upon the sale of the Registrable Securities giving rise to such
contribution obligation.


 


The indemnity
and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to
the Indemnified Parties.


 


6.        Miscellaneous.


 


(a)               Remedies.
In the event of a breach by the Company or by a Holder of any of their respective obligations under this Agreement, each
Holder or the Company, as the case may be, in addition to being entitled to exercise all rights granted by law and under this
Agreement, including recovery of damages, shall be entitled to specific performance of its rights under this Agreement. Each
of the Company and each Holder agrees that monetary damages would not provide adequate compensation for any losses incurred
by reason of a breach by it of any of the provisions of this Agreement and hereby further agrees that, in the event of any
action for specific performance in respect of such breach, it shall not assert or shall waive the defense that a remedy at
law would be adequate.


 






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(b)              
No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. The Company shall not file any
other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared
effective by the Commission (or registered on the Merger Registration Statement), provided that this Section 6(b) shall not prohibit
the Company (i) from filing amendments to registration statements filed prior to the date of this Agreement, (ii) from filing a
registration statement pursuant to previously existing contractual obligations to include securities issued or to be issued prior
to the date of this Agreement, (iii) from filing a shelf registration statement on Form S-3 for a primary offering by the Company,
provided that the Company makes no offering of securities pursuant to such shelf registration statement prior to the effective
date of the Registration Statement required hereunder that includes all of the Registrable Securities, (iv) from filing a registration
statement on Form S-4 (as promulgated under the Securities Act) relating to equity securities to be issued solely in connection
with any acquisition of any entity or business or their then equivalents, (v) from filing a registration statement on Form S-8
(as promulgated under the Securities Act) relating to equity securities issuable in connection with the Company’s stock option
or other employee benefit plans, and (vi) from filing a registration statements for securities to be issued in the Transaction.


 


(c)              
Compliance. Each Holder covenants and agrees that it will comply with the prospectus delivery requirements of the
Securities Act as applicable to it (unless an exemption therefrom is available) in connection with sales of Registrable Securities
pursuant to a Registration Statement.


 


(d)              
Discontinued Disposition. By its acquisition of Registrable Securities, each Holder agrees that, upon receipt of
a notice from the Company of the occurrence of any event of the kind described in Section 3(d)(iii) through (vi), such Holder will
forthwith discontinue disposition of such Registrable Securities under a Registration Statement until it is advised in writing
(the “Advice”) by the Company that the use of the applicable Prospectus (as it may have been supplemented or
amended) may be resumed. The Company will use its commercially reasonable efforts to ensure that the use of the Prospectus may
be resumed as promptly as is practicable. The Company agrees and acknowledges that any periods during which the Holder is required
to discontinue the disposition of the Registrable Securities hereunder shall be subject to the provisions of Section 2(d). This
clause (d) shall not apply to the extent any Registrable Securities are included in the Merger Registration Statement.


 






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(e)               Amendments
and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the same shall be in
writing and signed by the Company and the Holders of 51% or more of the then outstanding Registrable Securities (for purposes
of clarification, this includes any Registrable Securities issuable upon exercise or conversion of any Security); provided, however,
any material modification, waiver or termination to the registration obligations of the Company hereunder shall require the
prior written consent of each Holder having an aggregate Purchase Price at the Closing of at least $10 million. If a
Registration Statement does not register all of the Registrable Securities pursuant to a waiver or amendment done in
compliance with the previous sentence, then the number of Registrable Securities to be registered for each Holder shall be
reduced pro rata among all Holders and each Holder shall have the right to designate which of its Registrable Securities
shall be omitted from such Registration Statement.


 


(f)               
Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder
shall be delivered as set forth in the Subscription Agreements.


 


(g)              
Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted
assigns of each of the parties and shall inure to the benefit of each Holder. The Company may not assign (except by merger) its
rights or obligations hereunder without the prior written consent of all of the Holders of the then outstanding Registrable Securities.
Each Holder may assign their respective rights hereunder in the manner and to the Persons as permitted under Section 5.7 of the
Subscription Agreements.


 


(h)              
No Inconsistent Agreements. Neither the Company nor any of its Subsidiaries has entered, as of the date hereof, nor
shall the Company or any of its Subsidiaries, on or after the date of this Agreement, enter into any agreement with respect to
its securities, that would have the effect of impairing the rights granted to the Holders in this Agreement or otherwise conflicts
with the provisions hereof. Except as set forth on Schedule 6(h), neither the Company nor any of its Subsidiaries has previously
entered into any agreement granting any registration rights with respect to any of its securities to any Person that have not been
satisfied in full.


 


(i)                
Execution and Counterparts. This Agreement may be executed in two or more counterparts, all of which when taken together
shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and
delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature
is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create
a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect
as if such facsimile or “.pdf” signature page were an original thereof.


 


(j)                
Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement
shall be determined in accordance with the laws of the State of New York, without giving effect to the principles of conflicts
of law thereof.


 






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(k)              
 Cumulative Remedies. The remedies provided herein are cumulative and not exclusive of any other remedies provided
by law.


 


(l)                
Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction
to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein
shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use
their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result
as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention
of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any
of such that may be hereafter declared invalid, illegal, void or unenforceable.


 


(m)            
Headings. The headings in this Agreement are for convenience only, do not constitute a part of the Agreement and
shall not be deemed to limit or affect any of the provisions hereof.


 


(n)              
Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder hereunder are several
and not joint with the obligations of any other Holder hereunder, and no Holder shall be responsible in any way for the performance
of the obligations of any other Holder hereunder. Nothing contained herein or in any other agreement or document delivered at any
closing, and no action taken by any Holder pursuant hereto or thereto, shall be deemed to constitute the Holders as a partnership,
an association, a joint venture or any other kind of group or entity, or create a presumption that the Holders are in any way acting
in concert or as a group or entity with respect to such obligations or the transactions contemplated by this Agreement or any other
matters, and the Company acknowledges that the Holders are not acting in concert or as a group, and the Company shall not assert
any such claim, with respect to such obligations or transactions. Each Holder shall be entitled to protect and enforce its rights,
including without limitation the rights arising out of this Agreement, and it shall not be necessary for any other Holder to be
joined as an additional party in any proceeding for such purpose. The use of a single agreement with respect to the obligations
of the Company contained was solely in the control of the Company, not the action or decision of any Holder, and was done solely
for the convenience of the Company and not because it was required or requested to do so by any Holder. It is expressly understood
and agreed that each provision contained in this Agreement is between the Company and a Holder, solely, and not between the Company
and the Holders collectively and not between and among Holders.


 


********************


 


(Signature
Pages Follow)





 






    17 


     


    

 


IN WITNESS WHEREOF,
the parties have executed this Registration Rights Agreement as of the date first written above.


	 	 
	 	ROTH CH ACQUISITION I
    CO. PARENT CORP.
	 	 
	 	By:	                            
	 	 	Name:
	 	 	Title:




 


[SIGNATURE PAGE OF HOLDERS FOLLOWS]


 






     


     


    

 





[SIGNATURE
PAGE OF HOLDERS TO RRA]


 


 


Name of Holder: _________________________________


 


Signature of Authorized Signatory of Holder: _______________________________


 


Name of Authorized Signatory: ______________________________


 


Title of Authorized Signatory: _______________________________


 


[SIGNATURE PAGES CONTINUE]





 






     


     


    

 


Annex A


 


Plan of Distribution


 


Each Selling Stockholder
(the “Selling Stockholders”) of the securities and any of their pledgees, assignees and successors-in-interest
may, from time to time, sell any or all of their securities covered hereby on the principal trading market for such securities
or any other stock exchange, market or trading facility on which the securities are traded or in private transactions. These sales
may be at fixed or negotiated prices. A Selling Stockholder may use any one or more of the following methods when selling securities:


 


		·	ordinary brokerage transactions and transactions in which the broker-dealer solicits Subscribers;



 


		·	block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion
of the block as principal to facilitate the transaction;



 


		·	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;



 


		·	an exchange distribution in accordance with the rules of the applicable exchange;



 


		·	privately negotiated transactions;



 


		·	settlement of short sales;



 


		·	in transactions through broker-dealers that agree with the Selling Stockholders to sell a specified number of such securities
at a stipulated price per security;



 


		·	through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;



 


		·	a combination of any such methods of sale; or



 


		·	any other method permitted pursuant to applicable law.



 


The Selling Stockholders
may also sell securities under Rule 144 or any other exemption from registration under the Securities Act, if available, rather
than under this prospectus.


 


Broker-dealers
engaged by the Selling Stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may
receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the Subscriber
of securities, from the Subscriber) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus,
in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2440;
and in the case of a principal transaction a markup or markdown in compliance with FINRA IM-2440.


 






     


     


    

 


In connection with
the sale of the securities or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers
or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions
they assume. The Selling Stockholders may also sell securities short and deliver these securities to close out their short positions,
or loan or pledge the securities to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter
into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities
which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which
securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended
to reflect such transaction).


 


The Selling Stockholders
and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters” within
the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers
or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts
under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement
or understanding, directly or indirectly, with any person to distribute the securities.


 


The Company is required
to pay certain fees and expenses incurred by the Company incident to the registration of the securities. The Company has agreed
to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the
Securities Act.


 


We agreed to keep this
prospectus effective until the earlier of (i) all of the securities have been sold pursuant to this prospectus or Rule 144 under
the Securities Act or any other rule of similar effect, (ii) they may be sold pursuant to Rule 144 without volume or manner-of-sale
restrictions, as determined by the Company; or (iii) it has been two years from the Closing Date. The resale securities will be
sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in
certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in
the applicable state or an exemption from the registration or qualification requirement is available and is complied with.


 


Under applicable
rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not
simultaneously engage in market making activities with respect to the common stock for the applicable restricted period, as
defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject
to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may
limit the timing of purchases and sales of the common stock by the Selling Stockholders or any other person. We will make
copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this
prospectus to each Subscriber at or prior to the time of the sale (including by compliance with Rule 172 under the Securities
Act).


 






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SELLING SHAREHOLDER


 


The common stock being
offered by the selling shareholders are those previously issued to the selling shareholders in connection with the Transaction.
For additional information regarding the issuances of those shares of common stock, see "Private Placement of Common Shares"
above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale
from time to time. Except for the ownership of the shares of common stock, the selling shareholders have not had any material relationship
with us within the past three years.


 


The table below lists
the selling shareholders and other information regarding the beneficial ownership of the shares of common stock by each of the
selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder,
based on its ownership of the shares of common stock, as of ________.


 


The third column lists
the shares of common stock being offered by this prospectus by the selling shareholders.


 


In accordance with
the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the
sum of (i) the number of shares of common stock issued to the selling shareholders in the __________________. The fourth column
assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus.


 


The selling shareholders
may sell all, some or none of their shares in this offering. See "Plan of Distribution."


 






    3 


     


    

 


	
Name of Selling Shareholder	Number of shares of

 Common Stock Owned

 Prior to Offering	Maximum Number of 

shares of Common Stock 

to be Sold Pursuant to this

 Prospectus	Number of shares of

 Common Stock Owned

 After Offering
	 	 	 	 


 






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Annex C


 


Selling Stockholder Notice and Questionnaire


 


The undersigned beneficial
owner of common stock (the “Registrable Securities”) of _______________, a _______ corporation (the “Company”),
understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”)
a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the
Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with
the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document
is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below.
All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement.


 


Certain legal consequences
arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders
and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences
of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.


 


NOTICE


 


The undersigned beneficial
owner (the “Selling Stockholder”) of Registrable Securities hereby elects to include the Registrable Securities
owned by it in the Registration Statement.


 






     


     


    

 





The undersigned hereby provides the following
information to the Company and represents and warrants that such information is accurate:


 


QUESTIONNAIRE


 


	1.	Name.



 


		(a)	Full Legal Name of Selling Stockholder
	 	 	 
	 	 	 
	 	 	 
	 	 	 
		(b)	Full Legal Name of Registered Holder (if not the same as (a) above) through which Registrable Securities
are held:
	 	 	 
	 	 	 
	 	 	 
	 	 	 
		(c)	Full Legal Name of Natural Control Person (which means a natural person who directly or indirectly
alone or with others has power to vote or dispose of the securities covered by this Questionnaire):
	 	 	 
	 	 	 


 


2. Address for Notices to Selling
Stockholder:


 


	 
	 
	 






	Telephone:	 






	Fax:	 






	Contact Person:	 


 


3. Broker-Dealer Status:


 


		(a)	Are you a broker-dealer?



 


	 	 	Yes  ̈                            No
 ̈




 


		(b)	If “yes” to Section 3(a), did you receive your Registrable Securities as compensation
for investment banking services to the Company?



 


	 	 	Yes  ̈                            No
 ̈


 


		Note:	If “no” to Section 3(b), the Commission’s
staff has indicated that you should be identified as an underwriter in the Registration Statement



 






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		(c)	Are you an affiliate of a broker-dealer?



 


	 	 	Yes  ̈                            No
 ̈


 


		(d)	If you are an affiliate of a broker-dealer, do you certify that you purchased the Registrable Securities
in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements
or understandings, directly or indirectly, with any person to distribute the Registrable Securities?



 


	 	 	Yes  ̈                            No
 ̈


 


		Note:	If “no” to Section 3(d), the Commission’s
staff has indicated that you should be identified as an underwriter in the Registration Statement.



 


4. Beneficial Ownership of Securities
of the Company Owned by the Selling Stockholder.


 


Except as set forth below
in this Item 4, the undersigned is not the beneficial or registered owner of any securities of the Company other than the securities
issuable pursuant to the Subscription Agreements.


 


		(a)	Type and Amount of other securities beneficially owned by the Selling Stockholder:



 


	 	 	 
	 	 	 
	 	 	 


 






    3 


     


    

 





5. Relationships with the Company:


 


Except as set forth below,
neither the undersigned nor any of its affiliates, officers, directors or principal equity holders (owners of 5% of more of the
equity securities of the undersigned) has held any position or office or has had any other material relationship with the Company
(or its predecessors or affiliates) during the past three years.


 


State any exceptions here:


 


	 	 	 
	 	 	 
	 	 	 


 


The undersigned agrees
to promptly notify the Company of any material inaccuracies or changes in the information provided herein that may occur subsequent
to the date hereof at any time while the Registration Statement remains effective; provided, that the undersigned shall not be
required to notify the Company of any changes to the number of securities held or owned by the undersigned or its affiliates.


 


By
signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through
5 and the inclusion of such information in the Registration Statement and the related prospectus and any amendments or supplements
thereto. The undersigned understands that such information will be relied upon by the Company in
connection with the preparation or amendment of the Registration Statement and the related prospectus and any amendments or supplements
thereto.


 


IN WITNESS WHEREOF
the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either in person
or by its duly authorized agent.


 


	Date:	 	 	Beneficial Owner:	 




 


	 	By:	              
	 	 	Name:
	 	 	Title:       




 


PLEASE EMAIL A .PDF COPY OF THE COMPLETED
AND EXECUTED NOTICE AND QUESTIONNAIRE TO:


 






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