Exhibit 10.8


 


REGISTRATION RIGHTS AGREEMENT


 


This Registration Rights Agreement
(this “Agreement”) is made and entered into as of June 16, 2021 between Roth CH Acquisition III Co., a Delaware corporation
(the “Company”), and each of the several Purchasers signatory hereto (each such Purchaser, a “Purchaser”
and, collectively, the “Purchasers”).


 


This Agreement is made pursuant
to the Note Purchase Agreements between BCP QualTek HoldCo, LLC, the Company and each of the Purchasers signatory thereto (collectively,
the “NPAs”). To the extent the Company is the IPO Issuer (as defined in the NPAs) it has agreed to issue fully-paid
and non-assessable shares of Class A common stock upon contribution to its capital of the Notes by the Purchasers at a price of $8.00
per share (as adjusted, if applicable, pursuant to Section 3(a) of the Notes) in accordance with the terms of Section 3(a) of the respective
Notes (the “Shares”), and also hereby agrees the terms and conditions of this Agreement.


 


The Company and each Purchaser
hereby agrees as follows:


 


1.                 
Definitions.


 


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


 


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


 


“BCA”
means the Business Combination Agreement, dated as of June 16, 2021, by and among, the Company, (ii) Roth CH III Blocker Merger Sub, LLC,
a Delaware limited liability company and wholly-owned subsidiary of the Company (“Blocker
Merger Sub”), (iii) BCP QualTek Investors, LLC, a Delaware limited liability company, (iv) Roth CH III Merger Sub, LLC,
a Delaware limited liability company and wholly-owned subsidiary of the Company, (v) BCP QualTek HoldCo, LLC, a Delaware limited liability
company, and (vi) BCP QualTek, LLC, a Delaware limited liabity company, solely in its capacity as representative of the Blocker Owners
(as defined in the BCA) and the Company Unitholders (as defined in the BCA).


 


“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 by the BCA have been consummated.


 


“Commission”
refers to the United States Securities and Exchange Commission.


 






    	 



     


    

 


“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).


 


 


“Exchange
Act” means the Securities and Exchange Act of 1934, as amended.


 


“Filing
Date” means, with respect to the Initial Registration Statement required hereunder, the 10th Business 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).


 


“Notes”
means the convertible notes issued pursuant to the NPAs.


 


“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.


 




    	 	2	 



     


    

 


“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 430B 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.


 


“Proxy
Statement” means the Proxy 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 Shares 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) upon the earlier of such time as (i) they have been sold
under a Registration Statement required hereunder or pursuant to Rule 144 or (ii) it has been three 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.


 




    	 	3	 



     


    

 


“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.


 


“Shares”
means, as defined in the Preamble, the Class A common stock of the Company issuable upon the automatic conversion of the Notes, pursuant
to their terms.


 


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


 


“Subscription
Registrable Securities” means the securities subject to that that certain Registration Rights Agreement entered into by and
among the Company and the subscribers to those certain Subscription Agreements entered into concurrently herewith and subject to close
in connection with the Transaction.


 


“Transaction”
means the transactions described in the BCA, pursuant to which the Company will acquire BCP QualTek HoldCo, 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. Each Registration Statement filed hereunder shall contain (unless otherwise directed by at least
51% in interest of the Holders; provided, however, such direction shall be required by each Holder (aggregated with any
affiliated Holders) having an aggregate principal amount of Notes on the Closing Date of at least $10 million) 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, the Company shall use its commercially
reasonable efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to
be declared effective under the Securities Act as promptly as practicable after the filing thereof, but in any event no later than the
applicable Effectiveness Date, and shall use its commercially reasonable efforts to keep such Registration Statement continuously effective
under the Securities Act until the earliest of (i) the date that all Registrable Securities covered by such Registration Statement have
been sold thereunder or pursuant to Rule 144, (ii) the date that all Registrable Securities covered by such Registration Statement 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) the date that is three 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 confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such
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 Holder furnishing in writing to the Company such other information
regarding Holder, the securities of the Company held by Holder and 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 Holder 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;
provided however, no Holder shall in connection with the foregoing be required to execute any lock-up or similar agreement or otherwise
be subject to any contractual restriction on the ability of such Holder to transfer the Shares.




    	 	4	 



     


    




 


(b)              
 Notwithstanding the registration obligations set forth in Section 2(a), 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 securities permitted to be registered on a particular Registration
Statement, the number of securities to be registered on such Registration Statement will be
reduced as follows: 


 


First,
the Company shall reduce or eliminate any securities to be included other than Registrable Securities and the Subscription Registrable
Securities; and


 


Second,
the Company shall reduce the Registrable Securities pro rata among, collectively, the Registrable Securities
and Subscription Registrable Securities,


 


provided, however, that
the Company shall be obligated to use commercially reasonable efforts to advocate with the Commission for the registration of all of
the Registrable Securities in accordance with the SEC Guidance.


 




    	 	5	 



     


    

 








(d)              
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 Initial Registration Statement, as amended.


 


(e)              
If Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register
the resale of the Registrable Securities on another appropriate form and (ii) undertake to register the Registrable Securities on Form
S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement then in
effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the
Commission.


 


(f)               
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.


 


3.                 
Registration Procedures.


 


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


 


(a)              
Subject to execution and delivery of the BCA, not less than three Business Days prior to the filing of each Registration Statement
and not less than one 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), (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, provided that, the Company
is notified of such objection in writing
no later than two 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 C (a “Selling Stockholder Questionnaire”)
on a date that is not less than ten 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.


 




    	 	6	 



     


    




 


(b)              
(i) Use its commercially reasonable efforts to 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 use its commercially reasonable efforts to 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.


 


(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 Class A Common Stock then registered in a Registration Statement, use commercially reasonable
efforts to file, as soon as practicable, an additional Registration Statement covering the resale by the Holders of not less than the
number of such Registrable Securities.


 







    	 	7	 



     


    

 


(d)               Notify
the Holders of Registrable Securities to be sold (which notice shall, pursuant to clauses (iii) through (vi) of this Section
3(d), 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 a.(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, b. 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, c. 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,
d. 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, e. 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 f. 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.


 


(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.




    	 	8	 



     


    




 


(g)              
Subject to the terms of this Agreement, consent 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 NPAs, 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.


 


(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 Holder 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, Holder will destroy all copies of the prospectus covering the Registrable Securities in Holder’s
possession; provided, however, that this obligation to destroy all copies of the prospectus covering the Registrable Securities shall
not apply (i) to the extent Holder 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(i) to suspend the availability of a Registration
Statement and Prospectus no more than three (3) times or for more than 60 total calendar days (which need not be consecutive days) in
any 12-month period. Holder may deliver written notice (an “Opt-Out
Notice”) to the Company requesting that Holder not receive notices from the Company regarding the suspension of the Registration
Statement; provided, however, that Holder may later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice
from Holder (unless subsequently revoked), (i) the Company shall not deliver any such notices to Holder and Holder shall no longer be
entitled to the rights associated with any such notice and (ii) each time prior to Holder’s intended use of an effective Registration
Statement, Holder will notify the Company in writing at least two (2) business days in advance of such intended use, and if a notice of
a suspension was previously delivered (or would have been delivered but for the provisions of this Section) and the related suspension
period remains in effect, the Company will so notify the Holder, within one (1) business day after Holder’s notification to the
Company, by delivering to Holder a copy of such previous notice of suspension, and thereafter will provide Holder with the related notice
of the conclusion of such suspension promptly following its availability.


 




    	 	9	 



     


    




 


(j)                
Otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the Commission under the Securities
Act and the Exchange Act, including, without limitation, Rule 172 under the Securities Act, file any final Prospectus, including any supplement
or amendment thereof, with the Commission pursuant to Rule 424 under the Securities Act, promptly inform the Holders in writing if, at
any time during the Effectiveness Period, the Company does not satisfy the conditions specified in Rule 172 and, as a result thereof,
the Holders are required to deliver a Prospectus in connection with any disposition of Registrable Securities and take such other actions
as may be reasonably necessary to facilitate the registration of the Registrable Securities hereunder.


 


(k)              
The Company may require each selling Holder to furnish to the Company a certified statement as to the number of shares of Class
A 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.


 


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 Class A 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.


 




    	 	10	 



     


    




 


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 Class A common stock of
the Company), 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 (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).


 




    	 	11	 



     


    




 


(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 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, 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.


 


(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 adversely prejudiced the Indemnifying Party.


 




    	 	12	 



     


    

 


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.


 


(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.


 




    	 	13	 



     


    




 


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.


 


(b)              
No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. The Company shall not file any other
registration statements until the earlier of (i) the date that all Registrable Securities are registered pursuant to a Registration Statement
that is declared effective by the Commission and (ii) the expiration of the Effectivness Period, 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, as well as the Subscription Registrable Securities, (iii) 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, (iv) 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 (v) from filing a registration statement for securities issued in
accordance with, and pursuant to, the terms of the BCA (including shares of Class A Common Stock issuable in connection with the Transactions).


 




    	 	14	 



     


    




 


(c)              
Compliance. Subject to Section 3(j), 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 (excluding, for
the avoidance of doubt, dispositions conducted pursuant to Rule 144). The Company will use its commercially reasonable efforts to ensure
that the use of the Prospectus may be resumed as promptly as is practicable.


 


(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; provided, however,
any material modification, waiver or termination to the obligations of the Company or Holder hereunder shall require the prior written
consent of each Holder (aggregated with any affiliated Holders) having an aggregate principal amount of Notes 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 NPAs.


 


(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 the NPAs.


 




    	 	15	 



     


    




 


(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.


 


(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 Delaware, without giving effect to the principles of conflicts of law thereof.


 


(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.


 







    	 	16	 



     


    

 


(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
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 III CO.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 





[SIGNATURE PAGE OF HOLDERS FOLLOWS]


 




    	 



     


    

 


[SIGNATURE
PAGE OF HOLDERS TO ROCC 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 Holders;



 


		·	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 Holder of securities, from the Holder)
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 three 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.


 




    	 	A-1	 



     


    

 


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 Holder at or prior to the
time of the sale (including by compliance with Rule 172 under the Securities Act).


 







    	 	A-2	 



     


    

 


Annex B


 


SELLING STOCKHOLDER


 


The common stock being offered
by the Selling Stockholders are those previously issued to the Selling Stockholders 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 Stockholders to offer the shares for resale from time to time. Except
for the ownership of the shares of common stock, the Selling Stockholders have not had any material relationship with us within the past
three years.


 


The table below lists the
Selling Stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the Selling Stockholders.
The second column lists the number of shares of common stock beneficially owned by each Selling Stockholder, 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 Stockholders.


 


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


 


The Selling Stockholders may
sell all, some or none of their shares in this offering. See “Plan of Distribution.”


 







    	 



     


    




 


	





Name of Selling Stockholder	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





 




    	 	B-2	 



     


    

 


Annex C


 


Selling Stockholder Notice and Questionnaire


 


The undersigned beneficial
owner of common stock (the “Registrable Securities”) of Roth CH Acquisition III Co., a Delaware 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.



 


		(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 NPAs.


 


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



 


	 	 
	 	 
	 	 





 


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:


 


Janeane Ferrari at Loeb & Loeb LLP, email: