Exhibit 10.6


 


 


FOUNDER
SHARES FORFEITURE AND LOCK-UP AGREEMENT


 


This Founder Shares Forfeiture
and Lock-Up Agreement (this “Agreement”) is entered into as of June 16, 2021, by and between Roth CH Acquisition III Co.
(“ROCR”), BCP QualTek HoldCo, LLC (“QualTek”), and each of the stockholders of ROCR whose name appears on the
signature pages to this Agreement (each, a “Holder” and, collectively, the “Holders”), in connection with the
Business Combination Agreement, dated as of the date hereof, among ROCR, Roth CH III Blocker Merger Sub, LLC, BCP QualTek Investors, LLC,
Roth CH III Merger Sub, LLC, QualTek, and BCP QualTek, LLC (the “Business Combination Agreement”). ROCR, QualTek and the Holders
are referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but
not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement.


 


RECITALS


 


WHEREAS, the Business Combination
Agreement contemplates that the Parties will enter into this Agreement;


 


WHEREAS, the Holders
will enter into that certain Investor Rights Agreement at Closing, with respect to governance, registration
rights and certain other matters; and


 


WHEREAS, it is contemplated
that pursuant to the terms and conditions of this Agreement, the Holders shall agree to forfeit and lock up certain of the aggregate number
of 2,875,000 shares of common stock, $0.0001 par value per share, of ROCR (the “Founder Shares”) owned by the Holders, on
a pro rata basis based on the number of Founder Shares each Holder owns as set forth on Schedule I attached hereto.


 


NOW, THEREFORE, in consideration
of the premises and the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Parties hereby agree as follows:


 


		1.	Holder Reduction Shares.



 


(a) The Holders hereby agree,
upon and subject to the Closing, to forfeit to ROCR all right, title and interest in and to an aggregate number of the Founder Shares
equal to the Forfeiture Shortfall (the “Forfeited Shares”), if any, on a pro rata basis based on the number of Founder Shares
each such Holder owns.


 


(b) Upon such forfeiture,
the Holders shall surrender the Forfeited Shares to ROCR for cancellation in exchange for no consideration, and ROCR shall immediately
retire and cancel all of the Forfeited Shares and shall direct ROCR’s transfer agent to take any and all such actions incident thereto.


 


(c) For purposes of this Agreement,
the following definitions shall apply:


 


(i) The “Forfeiture
Shortfall Amount” shall be calculated as $90,000,000 minus the aggregate cash amount in the Trust Account after all Buyer Share
Redemptions.


 


(ii) The “Forfeiture
Shortfall Percentage” shall be calculated as the quotient of the Forfeiture Shortfall Amount divided by $90,000,000.


 


(iii) The “Forfeiture
Shortfall” shall be calculated as 575,000 Founder Shares multiplied by the Forfeiture Shortfall Percentage.


 


(d) For the avoidance of doubt,
if the Forfeiture Shortfall Amount is $0 or less, the Holders will not be required to forfeit any Founder Shares.


 






     


     


    

 


		2.	Holder Lockup Shares.



 


(a) The Holders hereby agree,
upon and subject to the Closing, to deposit an aggregate number of the Founder Shares equal to the Lockup Shortfall (the “Lockup
Shares”), if any, on a pro rata basis based on the number of Founder Shares each such Holder owns, into an escrow account with an
escrow agent (the “Escrow Agent”), to be selected by ROCR, in reasonable consultation with QualTek, pursuant to an escrow
agreement, to be in the form and substance reasonably satisfactory to ROCR and QualTek, and pursuant to which such Lockup Shares will
remain in escrow until the fulfillment of the conditions set forth in Section 2(d) hereof (or, if such conditions are not satisfied, until
forfeited pursuant to Sections 2(d) and (e) hereof).


 


(b) For purposes of this Agreement,
the following definitions shall apply:


 


(i) The “Lockup
Shortfall Amount” shall be calculated as $90,000,000 minus the aggregate cash amount in the Trust Account after all Buyer Share
Redemptions.


 


(ii) The “Lockup
Shortfall Percentage” shall be calculated as the quotient of the Lockup Shortfall Amount divided by $90,000,000.


 


(iii) The “Lockup
Shortfall” shall be calculated as 575,000 Founder Shares multiplied by the Lockup Shortfall Percentage.


 


(c) For the avoidance of doubt,
if the Lockup Shortfall Amount is $0 or less, the Holders will not be required to place into escrow any Founder Shares.


 


(d) The Holders hereby agree
that any Lockup Shares will be held by the Escrow Agent as restricted stock during the period commencing on the Closing Date and ending
on the date on which the closing price of the Buyer Class A Common Stock on The Nasdaq Stock Market equals or exceeds $12.50 per share
(as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any consecutive
30-trading day period commencing after the Closing Date (the “Lockup Release”). The Holders hereby agree that, if the requirements
for the Lockup Release set forth in this Section 2(d) are not satisfied within five (5) years following the Closing Date, the Holders
shall forfeit the Lockup Shares (the “Lockup Forfeiture”).


 


(e) Upon the Lockup Forfeiture,
the Holders shall surrender the Lockup Shares to the Surviving Company for cancellation in exchange for no consideration, and the Surviving
Company shall immediately retire and cancel all of the Forfeited Shares and shall direct the Surviving Company’s transfer agent
to take any and all such actions incident thereto.


 


(f) For the avoidance of
doubt, none of the Founder Shares shall be subject to the early release as set forth in Section 5(a) of that certain letter
agreement, dated as of March 2, 2021, by and among ROCR, the Holders, and the other parties thereto (the “Letter
Agreement”), which, only to the extent of Section 5 of the Letter Agreement, is superseded by this Agreement and will be
superseded by the Investor Rights Agreement with respect thereto. In addition, for the avoidance of doubt, if the requirements for
the Lockup Release are satisfied prior to the expiration of the Sponsor Lock-Up Period (as defined in the Investor Rights Agreement)
or any other lock-up period applicable to the Lockup Shares from time to time, then the Lockup Shares will remain subject to such
Sponsor Lock-Up Period or other lock-up period until such Sponsor Lock-Up Period or other lock-up period expires.


 


		3.	Representations and Warranties of the Holders.



 


3.1       Holder’s
Representations, Warranties and Agreements. Each Holder, severally and not jointly, hereby represents and warrants and acknowledges
and agrees as follows:


 






    	 	2	 



     


    

 


3.1.1       If
such Holder is not an individual, such Holder has been duly formed or incorporated and is validly existing in good standing under the
laws of its jurisdiction of incorporation or formation, with power and authority to enter into, deliver and perform its obligations under
this Agreement. If such Holder is an individual, such Holder has the capacity and authority to enter into, deliver and perform its obligations
under this Agreement.


 


3.1.2       If
such Holder is not an individual, this Agreement has been duly authorized, validly executed and delivered by such Holder. If such Holder
is an individual, the signature on this Agreement is genuine, and such Holder has legal competence and capacity to execute the same. This
Agreement is enforceable against such Holder in accordance with its terms, except as may be limited or otherwise affected by (a) bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally,
and (b) principles of equity, whether considered at law or equity.


 





		4.	Binding Effect.






 


This Agreement shall be binding
upon and inure to the benefit of the Parties hereto and their respective legal representatives, successors and assigns.


 


		5.	Termination.



 


This Agreement shall automatically
terminate upon the termination of the Business Combination Agreement pursuant to its terms.


 


		6.	Entire Agreement.



 


This Agreement, the
Business Combination Agreement, and the Investor Rights Agreement (upon effectiveness thereof) constitute the entire agreement of
the Parties hereto with respect to the matters contemplated thereby.


 


		7.	Governing Law.



 


The Law of the State of Delaware
shall govern (a) all claims or matters related to or arising from this Agreement (including any tort or non-contractual claims) and (b)
any questions concerning the construction, interpretation, validity and enforceability hereof, and the performance of the obligations
imposed by this Agreement, in each case without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of
the State of Delaware or any other jurisdiction) that would cause the application of the Law of any jurisdiction other than the State
of Delaware. EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY PROCEEDING BROUGHT TO RESOLVE ANY
DISPUTE BETWEEN OR AMONG ANY OF THE PARTIES (WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, CONNECTED WITH, RELATED OR
INCIDENTAL TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY OR THE RELATIONSHIPS ESTABLISHED AMONG THE PARTIES UNDER THIS AGREEMENT.
THE PARTIES HERETO FURTHER WARRANT AND REPRESENT THAT EACH HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND
VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. Each of the Parties submits to the exclusive jurisdiction
of first, the Chancery Court of the State of Delaware or if such court declines jurisdiction, then to the Federal District Court for the
District of Delaware, in any Proceeding arising out of or relating to this Agreement, agrees that all claims in respect of the Proceeding
shall be heard and determined in any such court and agrees not to bring any Proceeding arising out of or relating to this Agreement in
any other courts. Nothing in this Section 7, however, shall affect the right of any Party to serve legal process in any other manner
permitted by Law or at equity. Each Party agrees that a final judgment in any Proceeding so brought shall be conclusive and may be enforced
by suit on the judgment or in any other manner provided by Law or at equity.


 





    	 	3	 



     


    

 





		8.	Specific Performance.



 


Each Party acknowledges that
the rights of each Party to consummate the transactions contemplated hereby are unique and recognize and affirm that, in the event any
of the provisions hereof are not performed in accordance with their specific terms or otherwise are breached, money damages would be inadequate
(and therefore the non-breaching Party would have no adequate remedy at Law) and the non-breaching Party would be irreparably damaged.
Accordingly, each Party agrees that each other Party shall be entitled to specific performance, an injunction or other equitable relief
(without posting of bond or other security or needing to prove irreparable harm) to prevent breaches of the provisions hereof and to enforce
specifically this Agreement and the terms and provisions hereof in any Proceeding, in addition to any other remedy to which such Person
may be entitled. Each Party agrees that it will not oppose the granting of specific performance and other equitable relief on the basis
that the other Parties have an adequate remedy at Law or that an award of specific performance is not an appropriate remedy for any reason
at Law or equity. The Parties acknowledge and agree that any Party seeking an injunction to prevent breaches of this Agreement and to
enforce specifically the terms and provisions hereof in accordance with this Section 8 shall not be required to provide any bond
or other security in connection with any such injunction.


 


		9.	Modification.



 


This Agreement may not be
amended or supplemented at any time unless by a writing executed by the Parties hereto. No waiver of any provision or condition hereof
shall be valid unless the same shall be in writing and signed by the Party against which such waiver is to be enforced. No waiver by any
Party of any default, breach of representation or warranty or breach of covenant hereunder, whether intentional or not, shall be deemed
to extend to any other, prior or subsequent default or breach or affect in any way any rights arising by virtue of any other, prior or
subsequent such occurrence.


 


		10.	Headings and Captions.



 


The headings and captions
of the various subdivisions of this Agreement are for convenience of reference only and shall in no way modify or affect the meaning or
construction of any of the terms or provisions hereof.


 


		11.	Counterparts.



 


This Agreement may be executed
in one 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 Parties, it being understood that the Parties need not sign
the same counterpart. In the event that any signature is delivered by facsimile transmission or any other form of electronic delivery,
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 signature page were an original thereof. No Party shall raise the use of e-mail to deliver a signature
or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a fax machine or email as
a defense to the formation or enforceability of this Agreement and each Party forever waives any such defense.


 


[The balance of this page is intentionally left
blank.]


 




    	 	4	 



     


    

 


IN WITNESS WHEREOF, the undersigned have executed
this Agreement as of the date first set forth above.


 


	 	ROCR:	 	 
	 	 	 	 
	 	 	ROTH CH ACQUISITION III CO.
	 	 	 	 
	 	 	By: 	/s/ Byron Roth
	 	 	Name: 	Byron Roth
	 	 	Title: 	Chairman & Co-CEO
	 	 	 	 
	 	 	 	 
	 	QUALTEK:	 	 
	 	 	 	 
	 	 	BCP QUALTEK HOLDCO, LLC
	 	 	 	 
	 	 	By:	/s/ Andrew S. Weinberg
	 	 	Name: 	Andrew S. Weinberg
	 	 	Title:	President
	 	 	 	 
	 	 	 	 
	 	HOLDERS:	 	 
	 	 	 	 
	 	 	CR FINANCIAL HOLDINGS, INC.
	 	 	 	 
	 	 	By:	/s/ Byron Roth
	 	 	Name: 	Byron Roth
	 	 	Title:   	Chief Executive Officer
	 	 	 	 
	 	 	CRAIG-HALLUM CAPITAL GROUP, LLC
	 	 	 	 
	 	 	By:	/s/
Rick Hartfiel
	 	 	Name: 	Rick Hartfiel
	 	 	Title:	Head of Investment Banking
	 	 	 	 
	 	 	BYRON ROTH
	 	 	 
	 	 	/s/ Byron Roth
	 	 	 	 
	 	 	GORDON ROTH
	 	 	 
	 	 	/s/ Gordon Roth
	 	 	 	 
	 	 	AARON GUREWITZ, AS TRUSTEE OF THE AMG TRUST ESTABLISHED JANUARY 23, 2007
	 	 	 
	 	 	/s/ Aaron Gurewitz



  



     


     


    




 


	 	 	ANDREW COSTA
	 	 	 
	 	 	/s/ Andrew Costa
	 	 	 	 
	 	 	MATTHEW DAY
	 	 	 
	 	 	/s/ Matthew Day
	 	 	 	 
	 	 	THEODORE ROTH
	 	 	 
	 	 	/s/ Theodore Roth
	 	 	 	 
	 	 	JOHN LIPMAN
	 	 	 
	 	 	/s/ John Lipman
	 	 	 	 
	 	 	NAZAN AKDENIZ`
	 	 	 
	 	 	/s/ Nazan Akdeniz`
	 	 	 	 
	 	 	LOUIS J. ELLIS III
	 	 	 
	 	 	/s/ Louis J. Ellis III
	 	 	 	 
	 	 	JAMES ZAVORAL
	 	 	 
	 	 	/s/ James Zavoral
	 	 	 	 
	 	 	KEVIN HARRIS
	 	 	 
	 	 	/s/ Kevin Harris
	 	 	 	 
	 	 	WILLIAM F. HARTFIEL III
	 	 	 
	 	 	/s/ William F. Hartfiel III
	 	 	 	 
	 	 	BRAD BAKER
	 	 	 
	 	 	/s/ Brad Baker
	 	 	 	 
	 	 	GEORGE SUTTON
	 	 	 
	 	 	/s/ George Sutton



 






     


     


    

  


	 	 	DAN KAPKE
	 	 	 
	 	 	/s/ Dan Kapke
	 	 	 	 
	 	 	STEVE DYER
	 	 	 
	 	 	/s/ Steve Dyer
	 	 	 	 
	 	 	MIKE ANDERSON
	 	 	 
	 	 	/s/ Mike Anderson
	 	 	 	 
	 	 	CHRISTIAN SCHWAB
	 	 	 
	 	 	/s/ Christian Schwab
	 	 	 	 
	 	 	DONALD HULTSTRAND
	 	 	 
	 	 	/s/ Donald Hultstrand
	 	 	 	 
	 	 	JAMES GOLD
	 	 	 
	 	 	/s/ James Gold
	 	 	 	 
	 	 	SAM CHAWLA
	 	 	 
	 	 	/s/ Sam Chawla
	 	 	 	 
	 	 	RX3 GROWTH PARTNERS
	 	 	 	 
	 	 	By:	/s/ Nate Raabe 
	 	 	Name: 	Nate Raabe
	 	 	Title:	Managing Partner
	 	 	 	 
	 	 	MOLLY MONTGOMERY
	 	 	 
	 	 	/s/ Molly Montgomery
	 	 	 	 
	 	 	HAMPSTEAD PARK CAPITAL MANAGEMENT, LLC
	 	 	 	 
	 	 	By:	/s/ Daniel M. Friedberg
	 	 	Name: 	Daniel M. Friedberg
	 	 	Title:   	Managing Member



 






     


     


    




 


	 	 	ADAM ROTHSTEIN
	 	 	 	 
	 	 	/s/ Adam Rothstein



 




     


     


    

 


Schedule I – Holders of Founder Shares