Exhibit 10.3


 


SUBSCRIPTION AGREEMENT


 


This SUBSCRIPTION AGREEMENT
(this “Subscription Agreement”) is entered into this 14th day of April, 2021, by and between Roth CH Acquisition
II Co., a Delaware corporation (the “Company”) and the undersigned (“Subscriber” or “you”).
Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Transaction Agreement (as
defined below).


 


WHEREAS, the Company and
the other parties named therein propose to enter into an Agreement and Plan of Merger (the “Transaction Agreement”),
pursuant to which the Company will acquire Reservoir Holdings, Inc. (“Reservoir”), on the terms and subject to the
conditions set forth therein (the “Transaction”);


 


WHEREAS, in connection with
the Transaction, Subscriber desires to subscribe for and purchase from the Company that number of the Company’s common stock, par
value $0.0001 per share (the “Common Stock”), set forth on the signature page hereto (the “Shares”)
for a purchase price of $10.00 per share (the “Per Share Price”), or the aggregate purchase price set forth on the
signature page hereto (the “Purchase Price”), and the Company desires to issue and sell to Subscriber the Shares in
consideration of the payment of the Purchase Price by or on behalf of Subscriber to the Company on or prior to the Closing (as defined
below); and


 


WHEREAS, in connection with
the Transaction, certain other “qualified institutional buyers” (as defined in Rule 144A under the Securities Act) and/or
 “accredited investors” (within the meaning of Rule 501(a) under the Securities Act of 1933, as amended (the “Securities
Act”)) have entered into separate subscription agreements with the Company (the “Other Subscription Agreements”)
substantially similar to this Subscription Agreement, pursuant to which all such investors have, together with the Subscriber pursuant
to this Subscription Agreement, agreed, severally but not jointly with the subscribers to the Other Subscription Agreements, to purchase
shares of Common Stock at the Per Share Price.


 


NOW, THEREFORE, in consideration
of the foregoing and the mutual representations, warranties and covenants, and subject to the conditions, herein contained, and intending
to be legally bound hereby, the parties hereto hereby agree as follows:


 


1.        Subscription.
Subject to the terms and conditions hereof, Subscriber hereby agrees to subscribe for and purchase, and the Company hereby agrees to issue
and sell to Subscriber, upon the payment of the Purchase Price, the Shares on the terms and conditions set forth herein (such subscription
and issuance, the “Subscription”).


 


2.        Representations,
Warranties and Agreements.


 


2.1        Subscriber’s
Representations, Warranties and Agreements. To induce the Company to issue the Shares to Subscriber, Subscriber hereby represents
and warrants to the Company and agrees with the Company as follows:


 


2.1.1        
If Subscriber is not an individual, Subscriber 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 Subscription Agreement. If Subscriber is an individual, Subscriber has the authority to enter into, deliver and perform its obligations
under this Subscription Agreement.


 


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


 






     


     


    

 


2.1.3        The
execution, delivery and performance by Subscriber of this Subscription Agreement and the consummation of the transactions contemplated
herein will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default
under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of Subscriber or
any of its subsidiaries pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement
or instrument to which Subscriber or any of its subsidiaries is a party or by which Subscriber or any of its subsidiaries is bound or
to which any of the property or assets of Subscriber or any of its subsidiaries is subject, which would reasonably be expected to materially
affect the legal authority of Subscriber to comply in all material respects with the terms of this Subscription Agreement; (ii) if
Subscriber is not an individual, result in any violation of the provisions of the organizational documents of Subscriber or any of its
subsidiaries; or (iii) result in any violation of any statute or any judgment, order, rule or regulation of any court or governmental
agency or body, domestic or foreign, having jurisdiction over Subscriber or any of its subsidiaries or any of their respective properties
that would materially affect the legal authority of Subscriber to comply in all material respects with this Subscription Agreement.


 


2.1.4        Subscriber
(i) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an “accredited investor”
(within the meaning of Rule 501(a) under the Securities Act) satisfying the applicable requirements set forth on Schedule A, (ii) is
acquiring the Shares only for its own account and not for the account of others, or if Subscriber is subscribing for the Shares as a fiduciary
or agent for one or more investor accounts, each owner of such account is an accredited investor and Subscriber has full investment discretion
with respect to each such account, and the full power and authority to make the acknowledgements, representations and agreements herein
on behalf of each owner of each such account, and (iii) is not acquiring the Shares with a view to, or for offer or sale in connection
with, any distribution thereof in violation of the Securities Act (and shall provide the requested information on Schedule A following
the signature page hereto). Subscriber is not an entity formed for the specific purpose of acquiring the Shares. Subscriber understands
and acknowledges that the purchase of the Shares pursuant to this Agreement meets the exemptions from filing under FINRA Rule 5123(b)(1)(C)
or (J).


 


2.1.5        Subscriber
understands that the Shares are being offered in a transaction not involving any public offering within the meaning of the Securities
Act and that the Shares have not been registered under the Securities Act. Subscriber understands that the Shares may not be resold, transferred,
pledged or otherwise disposed of by Subscriber, other than to the Company or any investment fund or managed account managed by the same
investment adviser as the Subscriber or having the same general partner or an affiliated general partner and which investment fund or
managed account shall be deemed to make the same representations as Subscriber hereunder (each “Subscriber Affiliate”),
absent an effective registration statement under the Securities Act with respect to the Shares or an opinion of counsel reasonably satisfactory
to the Company that such registration statement is not required and an applicable exemption from the registration requirements of the
Securities Act is available, and that any certificates or book entries representing the Shares shall contain a legend to such effect.
Subscriber acknowledges that the Shares will not be eligible for resale pursuant to Rule 144A promulgated under the Securities Act. Subscriber
understands and agrees that the Shares will be subject to transfer restrictions and, as a result of these transfer restrictions, Subscriber
may not be able to readily resell the Shares and may be required to bear the financial risk of an investment in the Shares for an indefinite
period of time. Subscriber understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or
transfer of any of the Shares. Nothing under this Subscription Agreement shall prohibit the subscriber from offering, reselling or transferring
any of the Shares to an “accredited investor” pursuant to Section 4(a)(7) under the Securities Act; provided that the transferee
agrees to be bound by the terms of this Subscription Agreement.


 


2.1.6        Subscriber
acknowledges that there have been no representations, warranties, covenants and agreements made to Subscriber by the Company or any of
its officers or directors, expressly or by implication, other than those representations, warranties, covenants and agreements included
in this Subscription Agreement and the management presentation provided to Subscriber by the Company.


 


2.1.7        Subscriber
represents and warrants that (i) it is not a Benefit Plan Investor as contemplated by the Employee Retirement Income Security Act
of 1974, as amended (“ERISA”), or (ii) its acquisition and holding of the Shares will not constitute or result
in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, Section 4975
of the Internal Revenue Code of 1986, as amended, or any applicable similar law.


 






     


     


    

 


2.1.8        In
making its decision to purchase the Shares, Subscriber represents that it has relied solely upon independent investigation made by Subscriber
and upon the representations and warranties of the Company made in this Subscription Agreement and in the management presentation provided
to Subscriber. The Subscriber acknowledges and agrees that the Subscriber has received and has had an adequate opportunity to review,
and ask questions with respect to, such financial and other information as the Subscriber deems necessary in order to make an investment
decision with respect to the Shares and made its own assessment and is satisfied concerning the relevant tax, legal and other economic
considerations relevant to the Subscriber’s investment in the Shares. Without limiting the generality of the foregoing, the Subscriber
acknowledges that it has reviewed the documents provided to the Subscriber by the Company. The Subscriber represents and agrees that the
Subscriber have had the full opportunity to ask such questions, receive such answers and obtain such information regarding the Company,
the Target and the Transaction, as the Subscriber have deemed necessary to make an investment decision with respect to the Shares. The
Subscriber acknowledges that no disclosure or any information received by the Subscriber has been prepared by any of Roth Capital Partners,
LLC or Craig-Hallum Capital Group LLC (collectively, the “Placement Agents”) and that the Placement Agents and their
respective directors, officers, employees, representatives and controlling persons have made no independent investigation with respect
to the Company or the Shares or the accuracy, completeness or adequacy of any information supplied to the Subscriber by the Company. The
Subscriber acknowledges that it has not relied on any statements or other information provided by the Placement Agents or any of the Placement
Agents’ affiliates with respect to its decision to invest in the Shares, including information related to the Company, the Shares
and the offer and sale of the Shares. Nothing in this Section 2.1.8 shall be deemed to limit the Subscriber’s right to rely on the
representations and warranties made to the Subscriber in this Agreement and the management presentation.


 


2.1.9        Subscriber
became aware of this offering of the Shares solely (a) by means of direct contact from one or both of the Placement Agents or (b) directly
from the Company as a result of a pre-exiting, substantial relationship with the Company, and the Shares were offered to Subscriber solely
by direct contact between Subscriber and any of the Placement Agents or the Company. Subscriber did not become aware of this offering
of the Shares, nor were the Shares offered to Subscriber, by any other means. Subscriber acknowledges that the Placement Agents have not
acted as its financial advisor or fiduciary. Subscriber acknowledges that the Company represents and warrants that the Shares (i) were
not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public
offering under, or in a distribution in violation of, the Securities Act, or any other federal, state or foreign securities laws.


 


2.1.10        Subscriber
acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Shares. Subscriber has such
knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the
Shares, and Subscriber has sought such accounting, legal and tax advice as Subscriber has considered necessary to make an informed investment
decision. Subscriber understands and acknowledges that the purchase and sale of the Shares hereunder meets (i) the exemptions from filing
under FINRA Rule 5123(b)(1)(A) and (ii) the institutional customer exemption under FINRA Rule 2111(b).


 


2.1.11 Subscriber
represents and acknowledges that Subscriber has such knowledge and experience in financial and business matters as to be capable of evaluating
the merits and risks of the investment in the Shares, has adequately analyzed and fully considered the risks of an investment in the Shares
and determined that the Shares are a suitable investment for Subscriber and that Subscriber is able at this time and in the foreseeable
future to bear the economic risk of a total loss of Subscriber’s investment in the Company. Subscriber further acknowledges specifically
that a possibility of total loss of investment exists and that it is able to fend for itself in the transactions contemplated herein.


 


2.1.12        Subscriber
understands and agrees that no federal, state or other agency has passed upon or endorsed the merits of the offering of the Shares or
made any findings or determination as to the fairness of an investment in the Shares.


 






     


     


    

 


2.1.13        Subscriber
represents and warrants that Subscriber is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked
Persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or in any Executive
Order issued by the President of the United States and administered by OFAC (“OFAC List”), or a person or entity prohibited
by any OFAC sanctions program or (ii) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank (collectively,
a “Prohibited  Investor”). Subscriber agrees to provide law enforcement agencies, if requested thereby,
such records as required by applicable law, provided that Subscriber is permitted to do so under applicable law. Subscriber represents
that if it is a U.S. financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”),
as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the
 “BSA/PATRIOT Act”), that Subscriber maintains policies and procedures reasonably designed to comply with applicable
obligations under the BSA/PATRIOT Act. Subscriber also represents that, to the extent required, it maintains policies and procedures reasonably
designed for the screening of its investors against the OFAC sanctions programs, including the OFAC List. Subscriber further represents
and warrants that, to the extent required, it maintains policies and procedures reasonably designed to ensure that the funds held by Subscriber
and used to purchase the Shares were legally derived.


 


2.1.14        Subscriber
will have sufficient available funds at the Closing to pay the Purchase Price pursuant to Section 3.1.


 


2.1.15        Subscriber
represents that no disqualifying event described in Rule 506(d)(1)(i)-(viii) under the Securities Act (a “Disqualification Event”)
is applicable to Subscriber or any of its Rule 506(d) Related Parties (as defined below), except, if applicable, for a Disqualification
Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable. Subscriber hereby agrees that it shall notify the Company
promptly in writing in the event a Disqualification Event becomes applicable to Subscriber or any of its Rule 506(d) Related Parties,
except, if applicable, for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable. For purposes
of this Section 2.1.15, “Rule 506(d) Related Party” shall mean a person or entity that is a direct beneficial
owner of Subscriber’s securities for purposes of Rule 506(d) under the Securities Act.


 


2.2        Company’s
Representations, Warranties and Agreements. To induce Subscriber to purchase the Shares, the Company hereby represents and warrants
to Subscriber and agrees with Subscriber as follows:


 


2.2.1        The
Company has been duly incorporated and is validly existing as a corporation in good standing under the Delaware General Corporation Law
(the “DGCL”), with corporate power and authority to own, lease and operate its properties and conduct its business
as presently conducted and to enter into, deliver and perform its obligations under this Subscription Agreement.


 


2.2.2        The
Shares have been duly authorized and, when issued and delivered to Subscriber against full payment for the Shares in accordance with the
terms of this Subscription Agreement and registered with the Company’s transfer agent, the Shares will be validly issued, fully
paid and non-assessable and the Shares will not have been authorized in violation of or subject to any preemptive or similar rights created
under the Company’s amended and restated certificate of incorporation or any agreement to which the Company is a party or under
the DGCL.


 


2.2.3        This
Subscription Agreement has been duly authorized, executed and delivered by the Company and is enforceable against it in accordance with
its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium
or other laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law
or equity.


 






     


     


    

 


2.2.4        The
execution, delivery and performance of this Subscription Agreement (including compliance by the Company with all of the provisions hereof),
issuance and sale of the Shares and the consummation of the certain other transactions contemplated herein will not (i) conflict with
or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition
of any lien, charge or encumbrance upon any of the property or assets of the Company pursuant to the terms of any indenture, mortgage,
deed of trust, loan agreement, lease, license or other agreement or instrument to which the Company is a party or by which the Company
is bound or to which any of the property or assets of the Company is subject, which would reasonably be expected to have a material adverse
effect on the business, properties, financial condition, stockholders’ equity, results of operations or prospects of the Company
after giving effect to the Transaction (a “Material Adverse Effect”) or materially affect the validity of the Shares
or the legal authority of the Company to comply in all material respects with the terms of this Subscription Agreement; (ii) result
in any violation of the provisions of the organizational documents of the Company; or (iii) result in any violation of any statute
or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over
the Company or any of its properties that would reasonably be expected to have a Material Adverse Effect or materially affect the validity
of the Shares or the legal authority of the Company to comply in all material respects with this Subscription Agreement.


 


2.2.5        Neither
the Company nor any person acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security
or solicited any offers to buy any security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(2)
of the Securities Act for the exemption from registration for the transactions contemplated hereby or would require registration of the
Shares under the Securities Act.


 


2.2.6        Neither
the Company nor any person acting on its behalf has conducted any general solicitation or general advertising (as those terms are used
in Regulation D under the Securities Act) in connection with the offer or sale of any of the Shares.


 


2.2.7        The
Company has provided Subscriber an opportunity to ask questions regarding the Company and made available to Subscriber all the information
reasonably available to the Company that Subscriber has requested for deciding whether to acquire the Shares.


 


2.2.8        No
Disqualification Event is applicable to the Company or, to the Company’s knowledge, any Company Covered Person (as defined below),
except for a Disqualification Event as to which Rule 506(d)(2)(ii)-(iv) or (d)(3) under the Securities Act is applicable. The Company
has complied, to the extent applicable, with any disclosure obligations under Rule 506(e) under the Securities Act. “Company
Covered Person” means, with respect to the Company as an “issuer” for purposes of Rule 506 under the Securities
Act, any person listed in the first paragraph of Rule 506(d)(1) under the Securities Act.


 


2.2.9        Until
the earliest of (i) the first date on which the undersigned can sell all of its Shares, under Rule 144 under the Securities Act (“Rule
144”) without limitation as to the manner of sale, current public information or the amount of such securities that may be sold
and (ii) the date on which such Shares have actually been sold, the Company covenants to maintain the registration of the Common Stock
under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and to timely
file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company
after the date hereof pursuant to the Exchange Act.


 


2.2.10       Following
the Disclosure Time (as defined in Section 7) or otherwise as required by applicable law, the Company covenants and agrees that neither
it, nor any other Person acting on its behalf will provide any Subscriber or its agents or counsel with any information that constitutes,
or the Company reasonably believes constitutes, material non-public information, unless prior thereto the Subscriber shall have consented
to the receipt of such information and agreed with the Company to keep such information confidential. The Company understands and confirms
that the Subscriber shall be relying on the foregoing covenant in effecting transactions in securities of the Company; provided, that
each Subscriber shall be solely responsible for its compliance with federal, state and foreign securities laws.


 









     


     


    

 


2.2.11       From
the date hereof until 60 days after the date Effective Date (as defined in Section 4.4), neither the Company nor any Subsidiary shall
issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock
Equivalents. Notwithstanding the foregoing, this Section 2.2.11 shall not apply in respect of an Exempt Issuance. “Common
Stock Equivalents” means any securities of the Company or the subsidiaries which would entitle the holder thereof to acquire
at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is
at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock. “Exempt
Issuance” means the issuance of (a) shares of Common Stock or options to employees, officers or directors of the Company pursuant
to any stock or option plan duly adopted for such purpose, by the board of directors of the Company, (b) securities exercisable or exchangeable
for or convertible into shares of Common Stock issued and outstanding as of the Closing Date, provided that such securities have not
been amended since the date of the Closing to increase the number of such securities or to decrease the exercise price, exchange price
or conversion price of such securities (other than pursuant to customary anti-dilution provisions) or to extend the term of such securities,
(c) equity securities issued pursuant to acquisitions or strategic transactions approved by the board of directors of the Company, provided
that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that
require the filing of any registration statement in connection therewith during the prohibition period in this Section 2.2.11,
and provided that any such issuance shall only be to a counterparty (or to the equityholders of a counterparty) which is, itself or through
its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide
to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is
issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities, (d)
shares and securities issued in connection with the Transaction and (e) shares of Common Stock (i) issuable pursuant to Other Subscription
Agreements on the same terms and conditions hereunder entered into after the date hereof and prior to the earlier of (A) the initial
filing of the registration statement required pursuant to the Registration Rights Agreement and (B) the Filing Date (as defined in the
Registration Rights Agreement). 


 


2.2.12       As
of the date of this Subscription Agreement, the authorized capital stock of the Company consists of 50 million shares of Common Stock.
As of the date of this Subscription Agreement, 14,650,000 shares of Common Stock are issued and outstanding and (ii) 5,887,500 shares
of Common Stock are reserved for issuance upon the exercise of warrants (“Warrants”) to purchase shares of Common Stock.
All (i) issued and outstanding shares of Common Stock have been duly authorized and validly issued, are fully paid and are non-assessable
and are not subject to preemptive rights and (ii) outstanding Warrants have been duly authorized and validly issued, are fully paid and
are not subject to preemptive rights. As of the date hereof, except as set forth above pursuant to the organizational documents or IPO
of the Company, the Other Subscription Agreements, the Transaction Agreement and any promissory notes that may be issued by the Company’s
sponsor to the Company for working capital purposes, there are no outstanding options, warrants or other rights to subscribe for, purchase
or acquire from the Company any shares of Common Stock or other equity interests in the Company, or securities convertible into or exchangeable
or exercisable for such equity interests. As of the date hereof, other than the subsidiary created for purposes of the Transaction, the
Company has no subsidiaries and does not own, directly or indirectly, interests or investments (whether equity or debt) in any person,
whether incorporated or unincorporated. There are no stockholder agreements, voting trusts or other agreements or understandings to which
the Company is a party or by which it is bound relating to the voting of any securities of the Company, other than (A) as set forth in
the Company’s filings with the Securities and Exchange Commission (the “Commission”), together with any amendments,
restatements or supplements thereto (the “SEC Documents”) and (B) as contemplated by the Transaction Agreement. Except
as disclosed in the SEC Documents, the Company had no outstanding indebtedness and will not have any outstanding long-term indebtedness
as of immediately prior to the Closing. The issuance and sale of the Securities will not obligate the Company to issue shares of Common
Stock or other securities to any third-party. There are no outstanding securities or instruments of the Company with any provision that
adjusts the exercise, conversion, exchange or reset price of such security or instrument as a result of the issuance of the Shares. There
are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there
are no contracts, commitments, understandings or arrangements by which the Company is or may become bound to redeem a security of the
Company.


 






     


     


    

 


2.2.13       The
Company has not entered into any side letter or similar agreement with a subscriber under any Other Subscription Agreement (an “Other
Subscriber”) in connection with such Other Subscriber’s direct or indirect investment in the Company.  No Other
Subscription Agreements have been or will be amended in any material respect following the date of this Subscription Agreement, and each
Other Subscription Agreement reflects the same Per Share Purchase Price and terms that are not materially more favorable to such Other
Subscriber thereunder than the terms of this Subscription Agreement. If, and whenever on or after the date
hereof, the Company enters into an Other Subscription Agreement pursuant to which the terms and conditions are more favorable to the
Other Subscriber, this Subscription Agreement and the Registration Rights Agreement (if applicable) shall be, without any further action
by the Subscriber or the Company, automatically amended and modified in an economically and legally equivalent manner such that the Subscriber
shall receive the benefit of the more favorable terms and/or conditions (as the case may be) set forth in such Other Subscription Agreement.


 


2.2.14       The
Company has filed all SEC Documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant
to Section 13(a) or 15(d) thereof as the Company was required by law or regulation to file such material on a timely basis or has received
a valid extension of such time of filing and has filed any such SEC Documents prior to the expiration of any such extension. As of their
respective filing dates, the SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange
Act as applicable to the SEC Documents and the rules and regulations of the Commission promulgated thereunder. None of the SEC Documents,
contained, when filed or, if amended prior to the date of this Subscription Agreement, as of the date of such amendment with respect to
those disclosures that are amended, any untrue statement of a material fact or omitted to state a material fact required to be stated
therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
The Company has timely filed each SEC Document that the Company was required to file with the Commission since its inception. There are
no material outstanding or unresolved comments in comment letters from the Commission staff with respect to any of the SEC Documents.
Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent
basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the
notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all
material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results
of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end
audit adjustments.


 


2.2.15 The Company
is not (i) in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time
or both, would result in a default by the Company), nor has the Company received notice of a claim that it is in default under or that
it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which
it or any of its properties is bound (whether or not such default or violation has been waived), (ii) is in violation of any judgment,
decree, or order of any court, arbitrator or other governmental authority or (iii) is or has been in violation of any statute, rule, ordinance
or regulation of any governmental authority, including without limitation all foreign, federal, state and local laws relating to taxes,
environmental protection, occupational health and safety, product quality and safety and employment and labor matters, except in each
case as could not have or reasonably be expected to result in a Material Adverse Effect.


 


2.2.16       There
is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened
against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental
or administrative agency or regulatory authority (federal, state, county, local or foreign). There has not been, and to the knowledge
of the Company, there is not pending or contemplated, any investigation by the Commission involving the Company or any current or former
director or officer of the Company. The Commission has not issued any stop order or other order suspending the effectiveness of any registration
statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act.


 


2.2.17       Other
than the fees and expenses of the Placement Agents, there are no brokerage or finder’s fees or commissions are or will be payable
by the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker or bank with respect to the
transactions contemplated by the Transaction Documents. The Subscriber shall have no obligation with respect to any fees or with respect
to any claims made by or on behalf of other third party for fees of a type contemplated in this Section 2.2.17 that may be due in connection
with the transactions contemplated by this Subscription Agreement.


 






     


     


    

 


2.2.18. The Common
Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and the Company has taken no action designed to, or which
to its knowledge is likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act nor has the
Company received any notification that the Commission is contemplating terminating such registration. The Company has not, in the 12 months
preceding the date hereof, received notice from the Nasdaq Capital Markets (“Nasdaq”) is or has been listed or quoted
to the effect that the Company is not in compliance with the listing or maintenance requirements of Nasdaq. The Company is, and has no
reason to believe that it will not in the foreseeable future continue to be, in compliance with all such listing and maintenance requirements.
There is no suit, action, proceeding or investigation pending or, to the knowledge of the Company, threatened against the Company by the
Nasdaq or the Commission with respect to any intention by such entity to deregister the Common Stock or prohibit or terminate the listing
of the Common Stock on the Nasdaq.


 


2.2.19       The
Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition,
business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under
the Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could
become applicable to the Subscriber as a result of the Subscribers and the Company fulfilling their obligations or exercising their rights
under this Subscription Agreement and the Other Subscription Agreements.


 


2.2.20       The
Company has no knowledge of any facts or circumstances which lead it to believe that it will file for reorganization or liquidation under
the bankruptcy or reorganization laws of any jurisdiction within the foreseeable future other than as a result of a failure to complete
a Business Combination within the meaning of the Company’s Amended and Restated Certificate of Incorporation.


 


2.2.21       The
Company is not, and immediately after receipt of payment for the Shares and the shares sold pursuant to the Other Subscription Agreements,
will not be an “investment company” within the meaning of the Investment Company Act of 1940, as amended, or an Affiliate
(as defined in Rule 144 under the Securities Act) of an “investment company.”


 


2.2.22       Assuming
the accuracy of the Subscriber’s representations and warranties set forth in Section 2.1, (i) no registration under the Securities
Act is required for the offer and sale of the Shares by the Company to the Subscriber in the manner contemplated by this Subscription
Agreement and (ii) no consent, approval, order or authorization of, or registration, qualification, designation, declaration or special
filing with any Regulatory Authority is required on the part of the Company in connection with the consummation of the offer and sale
of the Shares contemplated by this Subscription Agreement. For the purposes of this Section 2.2.22, “Regulatory Authority”
shall mean (a) any federal, state or local governmental authority, (b) any national securities association or securities exchange, including,
for the avoidance of doubt, Nasdaq, (c) the Commission, (d) the Financial Industry Regulatory Authority, or (e) any other regulatory body
of a similar nature.


 


2.2.23       Substantially
concurrently with the Closing of this Subscription Agreement, the Company, Reservoir, and other parties named therein, shall consummate
the Transaction.


 


3.        Settlement
Date and Delivery.


 


3.1        Closing.
The closing of the Subscription contemplated hereby (the “Closing”) is contingent upon the substantially concurrent
consummation of the Transaction. The Closing shall occur on the closing date of, and immediately prior to, the consummation of the Transaction.
Not less than four business days’ prior to the scheduled closing of the Transaction, the Company (or an agent acting on its behalf)
shall provide written notice to Subscriber (the “Closing Notice”) of the anticipated date that the Company reasonably
expects all conditions to the closing of the Transaction to be satisfied. On the closing date specified in the Closing Notice (the “Closing
Date”), Subscriber shall deliver the Purchase Price for the Shares by wire transfer of United States dollars in immediately
available funds to the account specified by the Company in the Closing Notice against and concurrently with the delivery by the Company
to Subscriber of the Shares in book-entry form (or in certificated form if indicated by the Subscriber on the Subscriber’s signature
page hereto). On the Closing Date, the Company shall deliver to Subscriber (or its nominee in accordance with the delivery instructions)
or to a custodian designated by Subscriber, as applicable, a copy of the records of the Company’s transfer agent or other evidence
showing Subscriber as the owner of the Shares on and as of the Closing Date. In the event the Closing does not occur within two business
days of the Closing Date, the Company shall promptly (but not later than two business days thereafter) return the Purchase Price to Subscriber
by wire transfer in immediately available funds to the account specified by the Subscriber.


 






     


     


    

 


3.2       Conditions
to Closing.


 


3.2.1       The
Closing shall be subject to the satisfaction or valid waiver by the Company, on the one hand, or the Subscriber, on the other, of the
conditions that, on the Closing Date:


 


(i)        No
suspension of the qualification of the Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any
proceedings for any of such purposes, shall have occurred.


 


(ii)        No
governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, rule or regulation (whether temporary,
preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal
or otherwise preventing or prohibiting consummation of the transactions contemplated hereby.


 


(iii)        All
conditions precedent to the consummation of the Transaction set forth in the Transaction Agreement shall have been satisfied or waived
(other than those conditions that, by their nature, may only be satisfied at the consummation of the Transaction, but subject to satisfaction
of such conditions as of the consummation of the Transaction).


 


(iv)        No
Material Adverse Effect (as defined in the Transaction Agreement) shall have occurred between the date of the Transaction Agreement and
the Closing Date that is continuing.


 


3.2.2        The
obligation of the Company to consummate the Closing shall be subject to the satisfaction or valid waiver by the Company of the additional
conditions that, on the Closing Date:


 


(i)        All
representations and warranties of the Subscriber contained in this Subscription Agreement shall be true and correct in all material respects
as of the Closing Date (other than those representations and warranties expressly made as of an earlier date, which shall be true and
correct in all material respects as of such date), and consummation of the Closing shall constitute a reaffirmation by Subscriber of each
of the representations, warranties and agreements contained in this Subscription Agreement as of the Closing Date (other than those representations
and warranties expressly made as of an earlier date, which shall be true and correct in all respects as of such date).


 


(ii)        The
Subscriber shall have performed or complied in all material respects with all agreements and covenants required by this Subscription Agreement.


 


(iii)        The
Subscriber shall have delivered a duly executed Registration Rights Agreement in the form of Exhibit A attached hereto (the “Registration
Rights Agreement”).


  


3.2.3        The
obligation of the Subscriber to consummate the Closing shall be subject to the satisfaction or valid waiver by the Subscriber of the additional
conditions that, on the Closing Date:


 


(i)        All
representations and warranties of the Company contained in this Subscription Agreement shall be true and correct in all material respects
as of the Closing Date (except that (1) representations and warranties expressly made as of an earlier date shall be true and correct
in all material respects as of such date; and (2) representations and warranties already qualified as to materiality shall be true and
correct in all respects), and consummation of the Closing shall constitute a reaffirmation by the Company of each of the representations,
warranties and agreements contained in this Subscription Agreement as of the Closing Date (other than those representations and warranties
expressly made as of an earlier date, which shall be true and correct in all respects as of such date).


 






     


     


    

 


(ii)        The
Company shall have performed or complied in all material respects with all agreements and covenants required by this Subscription Agreement.


 


(iii)        The
Company shall have delivered a duly executed Registration Rights Agreement.


 


(iv)        The
Company shall have filed with the Nasdaq an application for the listing of the Shares and Nasdaq shall have raised no objection with respect
thereto.


 


(v)        The
Transaction Agreement (as the same exists on the date of this Subscription Agreement) shall not have been amended to materially adversely
affect the economic benefits that the Subscriber would reasonably expect to receive under this Subscription Agreement without having received
Subscriber’s prior written consent.


 


(vi)        All
conditions precedent to the closing of the Transaction set forth in the Transaction Agreement shall have been satisfied or waived (other
than those conditions that may only be satisfied at the closing of the Transaction, but subject to the satisfaction or waiver of such
conditions as of the closing of the Transaction).


 


(vii)        Either
(i) the Registration Statement shall have been declared effective by the Commission or (ii) the Company shall have been telephonically
advised by the staff of the Commission that it will grant the Company’s request to accelerate the effectiveness of the Registration
Statement.


 


4.       Transfer
Restrictions.


 


4.1       The
Shares may only be resold, transferred, pledged or otherwise disposed of in compliance with state and federal securities laws. In connection
with any transfer of Shares other than pursuant to an effective registration statement, Rule 144 or pursuant to another applicable exemption
from the registration requirements of the Securities Act, or a transfer to the Company, as applicable or to one or more Subscriber Affiliates
or to a lender to Subscriber pursuant to a pledge and, thereafter, a transferee thereof pursuant to a foreclosure, of the Subscriber,
the Company, may require the transferor thereof to provide to the Company, an opinion of counsel selected by the transferor and reasonably
acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that
such transfer does not require registration of such transferred Shares, and after the consummation of the Transaction, the Shares, under
the Securities Act. As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Subscription
Agreement and the Registration Rights Agreement and such transferee and each Subscriber Affiliate transferee and each lender transferee
and their subsequent transferees shall have the rights and obligations of the Subscriber under this Agreement and the Registration Rights
Agreement.


 


4.2       The
Company acknowledges and agrees that the Subscriber may from time to time pledge pursuant to a bona fide margin agreement or prime brokerage
agreement or grant a security interest in some or all of the Shares, to a financial institution that is an “accredited investor”
as defined in Rule 501(a) under the Securities Act and, if required under the terms of such arrangement, the Subscriber may transfer pledged
or secured Shares to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company, and no
legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith; further, no notice
shall be required of such pledge; provided that the Subscriber and its pledgee shall be required to comply with other provisions
of Section 4 hereof in order to effect a sale, transfer or assignment of the Shares to such pledgee. At the Subscriber’s expense,
the Company, will execute and deliver such reasonable documentation as a pledgee or secured party of the Shares, may reasonably request
in connection with a pledge or transfer of the Shares.


 


4.3        The
Subscriber agrees to the imprinting, so long as is required by this Section 4, of a legend on any of the Shares, in the following
form:


 


THIS SECURITY HAS
NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION
FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED
OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR
IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE FEDERAL, STATE
AND FOREIGN SECURITIES LAWS. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT
OR OTHER LOAN SECURED BY THIS SECURITY.


 






     


     


    

 


4.4       Subject
to applicable requirements of the Securities Act and the interpretations of the Commission thereunder and any requirements of the Company’s
transfer agent, the Company shall use commercially reasonable efforts to ensure that instruments, whether certificated or uncertificated
(including such instruments in book-entry form), evidencing the Shares shall not contain any legend (including the legend set forth in
Section 4.3), (i) while a registration statement covering the resale of such Shares is effective under the Securities Act
(provided that the Subscriber provides the Company with a duly executed legend removal certificate in the form of Exhibit B attached
hereto), (ii) following any sale of such Shares (x) pursuant to an effective registration statement covering the resale of such Shares
or (y) pursuant to Rule 144, (iii) if such Shares are eligible for sale under Rule 144, without the requirement for the Company to be
in compliance with the current public information required under Rule 144 and without volume or manner-of-sale restrictions, and in each
case, the Subscriber provides the Company with such undertakings to effect any sales or other transfers as may be required by the Securities
Act, or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and
pronouncements issued by the staff of the Commission) (the earliest of such dates, the “Effective Date”).


 


4.5       The
Subscriber agrees with the Company that the Subscriber will sell any Shares pursuant to either the registration requirements of the Securities
Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and that if Shares are sold pursuant to a registration
statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive
legend from instruments representing Shares, as set forth in this Section 4 is predicated upon the Company’s reliance
upon this understanding.


 


5.        Termination.
Except for the provisions of Sections 5, 6 and 8, which shall survive any termination hereunder, this Subscription Agreement shall terminate
and be void and of no further force and effect, and all rights and obligations of the parties hereunder shall terminate without any further
liability on the part of any party in respect thereof, upon the earlier to occur of (i) such date and time as the Transaction Agreement
is terminated in accordance with its terms, (ii) upon the mutual written agreement of each of the parties hereto to terminate this
Subscription Agreement, (iii) if any of the conditions to Closing set forth in Section 3.2 of this Subscription Agreement are
not satisfied or waived on or prior to the Closing and, as a result thereof, the transactions contemplated by this Subscription Agreement
are not consummated at the Closing or (iv) if the Closing shall not have occurred on or before October ___, 2021; provided, that,
subject to the limitations set forth in Section 8, nothing herein will relieve any party from liability for any willful breach hereof
prior to the time of termination, and each party will be entitled to any remedies at law or in equity to recover losses, liabilities or
damages arising from such breach. The Company shall promptly notify Subscriber of the termination of the Transaction Agreement promptly
after the termination of such agreement.


 


6.        Miscellaneous.


 


6.1        Further
Assurances. At the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions
as the parties reasonably may deem to be practical and necessary in order to consummate the Subscription as contemplated by this Subscription
Agreement.


 


6.1.1        Subscriber
acknowledges that the Company, the Placement Agents (who shall be third-party beneficiaries thereunder) and others will rely on the acknowledgments,
understandings, agreements, representations and warranties contained in this Subscription Agreement. Prior to the Closing, Subscriber
agrees to promptly notify the Company if any of the acknowledgments, understandings, agreements, representations and warranties set forth
herein are no longer accurate in all material respects. The Company acknowledges that the Subscriber will rely on the acknowledgements,
understandings, agreements, representations and warranties made by the company contained in this Subscription Agreement. Prior to the Closing,
the Company agrees to promptly notify Subscriber if any of the acknowledgments, understandings, agreements, representations and warranties
set forth herein are no longer accurate in all material respects.


 






     


     


    

 


6.1.2        The
Company is entitled to rely upon this Subscription Agreement and is authorized to produce a form of this Subscription Agreement to any
interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.


 


6.1.3        The
Company may request from Subscriber such additional information as the Company may deem reasonably necessary to evaluate the eligibility
of Subscriber to acquire the Shares, and Subscriber shall use reasonable best efforts to provide such information as may be reasonably
requested, to the extent readily available and to the extent consistent with its internal policies and procedures.


 


6.1.4        Each
of the parties hereto shall pay all of its own expenses in connection with this Subscription Agreement and the transactions contemplated
herein (it being agreed that the Commission registration fee with respect to the Shares will be paid solely by the Company).


 


6.2        Notices.
Any notice or communication required or permitted hereunder shall be in writing and either delivered personally, emailed or sent by overnight
mail via a reputable overnight carrier, or sent by certified or registered mail, postage prepaid, and shall be deemed to be given and
received (i) when so delivered personally, (ii) when sent, with no mail undeliverable or other rejection notice, if sent by
email, or (iii) three (3) business days after the date of mailing to the address below or to such other address or addresses as such
person may hereafter designate by notice given hereunder:


 


(i) if to Subscriber, to
such address or addresses set forth on the signature page hereto;


 


(ii) if to the Company (prior
to the Transaction closing), to:


 


Roth CH Acquisition II Co.

888 San Clemente Drive, Suite 400

Newport Beach, CA 92660

Attention: Byron Roth

E-mail: broth@roth.com


 


with a required copy to (which copy shall not constitute notice):


 


Loeb & Loeb LLP

345 Park Avenue, 19th Floor

New York, NY 10154

Attention: Mitchell S. Nussbaum, Esq.

E-mail: mnussbaum@loeb.com


 


(iii) if to the Company (following the Transaction
closing), to:


 


Reservoir Holdings, Inc.

75 Varick Street, 9th Floor

New York, NY 10013

Attention:

E-mail:


 


with a required copy to (which copy shall not constitute notice):


 


Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, NY 10019

Attention: David S. Huntington, Esq.; Jeffrey D. Marell, Esq.

E-mail: dhuntington@paulweiss.com; jmarell@paulweiss.com


 


6.3        Entire
Agreement. This Subscription Agreement, together with the Registration Rights Agreement, constitutes the entire agreement, and supersedes
all other prior agreements, understandings, representations and warranties, both written and oral, among the parties, with respect to
the subject matter hereof. Except as otherwise expressly set forth in Section 6.1.1, this Subscription Agreement shall not confer
rights or remedies upon any person other than the parties hereto and their respective successors and assigns.


 






     


     


    

 


6.4        Modifications
and Amendments. This Subscription Agreement may not be modified, waived or terminated except by an instrument in writing, signed by
a majority in interest of, collectively, the Subscriber and subscribers party to the Other Subscription Agreements; provided, however,
any material modification, waiver or termination to the economic terms of the transactions contemplated under this Subscription Agreement
shall require the prior written consent of the Subscriber if the Subscriber (along with any affiliated Other Subscribers of the Subscriber)
has an aggregate Purchase price of at least $5 million.


 


6.5        Waivers
and Consents. The terms and provisions of this Subscription Agreement may be waived, or consent for the departure therefrom granted,
only by a written document executed by a majority in interest of, collectively, the Subscriber and subscribers party to the Other Subscription
Agreements; provided, however, any material waiver or consent relating to the economic terms of the transactions contemplated
under this Subscription Agreement shall require the prior written consent of the Subscriber if the Subscriber (along with any affiliated
Other Subscribers of the Subscriber) has an aggregate Purchase price of at least $5 million No such waiver or consent shall be deemed
to be or shall constitute a waiver or consent with respect to any other terms or provisions of this Subscription Agreement, whether or
not similar. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was given,
and shall not constitute a continuing waiver or consent.


 


6.6        Assignment.
Neither this Subscription Agreement nor any rights that may accrue to Subscriber hereunder (other than the Shares acquired hereunder,
if any) may be transferred or assigned; provided, however, Subscriber may transfer its rights and obligations hereunder
to another one or more investment fund or account managed or advised by the same manager as Subscriber (or a related party or affiliate)
defined above as a Subscriber Affiliate or a lender and, through a lender, a transferee of the lender upon default, provided, that
such transfer shall release Subscriber of its obligations hereunder unless (a) the assignee expressly does not assume such obligations
in the applicable transfer documentation and (b) upon request, such assignee fails to provide documentation reasonably satisfactory to
the Company that assignee can satisfy such obligations.


 


6.7        Benefit.
Except as otherwise provided herein, this Subscription Agreement shall be binding upon, and inure to the benefit of the parties hereto
and their heirs, executors, administrators, successors, legal representatives, and permitted assigns, and the agreements, representations,
warranties, covenants and acknowledgments contained herein shall be deemed to be made by, and be binding upon, such heirs, executors,
administrators, successors, legal representatives and permitted assigns.


 


6.8        Governing
Law. This Subscription Agreement, and any claim or cause of action hereunder based upon, arising out of or related to this Subscription
Agreement (whether based on law, in equity, in contract, in tort or any other theory) or the negotiation, execution, performance or enforcement
of this Subscription Agreement, shall be governed by and construed in accordance with the laws of the State of New York, without giving
effect to the principles of conflicts of law thereof.


 


6.9        Consent
to Jurisdiction; Waiver of Jury Trial. The parties hereto agree to submit any matter or dispute resulting from or arising out of the
execution, performance, interpretation, breach or termination of this Agreement to the non-exclusive jurisdiction of federal or state
courts within the State of New York. Each of the Parties agrees that service of any process, summons, notice or document in the manner
set forth in Section 6.2 hereof or in such other manner as may be permitted by applicable law, shall be effective service of process for
any proceeding in the State of New York with respect to any matters to which it has submitted to jurisdiction in this Section 6.9. Each
of the parties hereto irrevocably and unconditionally agrees that it is subject to, and hereby submits to, the personal jurisdiction of
the courts located in the State of New York for any action, suit or proceeding arising out of this Subscription Agreement or the transactions
contemplated hereunder and waives any objection to the laying of venue in the United States District Court for the Southern District of
New York, or the New York state courts if the federal jurisdictional standards are not satisfied, and hereby further irrevocably and unconditionally
waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been
brought in an inconvenient forum. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ITS
RIGHTS TO A TRIAL BY JURY.


 






     


     


    

 


 


 



 


6.10
        Severability. If any provision of this Subscription Agreement shall be invalid, illegal
or unenforceable, the validity, legality or enforceability of the remaining provisions of this Subscription Agreement shall not in any
way be affected or impaired thereby and shall continue in full force and effect.


 


6.11
        No Waiver of Rights, Powers and Remedies. No failure or delay by a party hereto in exercising
any right, power or remedy under this Subscription Agreement, and no course of dealing between the parties hereto, shall operate as a
waiver of any such right, power or remedy of such party. No single or partial exercise of any right, power or remedy under this Subscription
Agreement by a party hereto, nor any abandonment or discontinuance of steps to enforce any such right, power or remedy, shall preclude
such party from any other or further exercise thereof or the exercise of any other right, power or remedy hereunder. The election of
any remedy by a party hereto shall not constitute a waiver of the right of such party to pursue other available remedies. No notice to
or demand on a party not expressly required under this Subscription Agreement shall entitle the party receiving such notice or demand
to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the party giving such
notice or demand to any other or further action in any circumstances without such notice or demand.


 


6.12
        Survival of Representations and Warranties. All representations and warranties made
by the parties hereto in this Subscription Agreement or in any other agreement, certificate or instrument provided for or contemplated
hereby, shall survive the execution and delivery hereof and any investigations made by or on behalf of the parties. For the avoidance
of doubt, if for any reason the Closing does not occur prior to the consummation of the Transaction, all representations, warranties,
covenants and agreements of the parties hereto as set forth herein shall survive the consummation of the Transaction and remain in full
force and effect.


 


6.13
        Expenses. Except for placement fees payable to the Placement Agents, the Company has
not paid, and is not obligated to pay, any brokerage, finder’s or other fee or commission in connection with its issuance and sale
of the Shares, including, for the avoidance of doubt, any fee or commission payable to any stockholder or affiliate of the Company. Each
of the parties hereto shall pay all of its own expenses in connection with this Subscription Agreement and the transactions contemplated
hereby.


 


6.14
        Headings and Captions. The headings and captions of the various subdivisions of this
Subscription 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.


 


6.15
        Counterparts. This Subscription 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 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 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.


 


6.16
        Construction. The words “include,” “includes,”
and “including” will be deemed to be followed by “without limitation.” Pronouns in masculine, feminine,
and neuter genders will be construed to include any other gender, and words in the singular form will be construed to include the plural
and vice versa, unless the context otherwise requires. The words “this Subscription Agreement,” “herein,”
 “hereof,” “hereby,” “hereunder,” and words of similar import refer to this Subscription
Agreement as a whole and not to any particular subdivision unless expressly so limited. The parties hereto intend that each representation,
warranty, and covenant contained herein will have independent significance. If any party hereto has breached any representation, warranty,
or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the
same subject matter (regardless of the relative levels of specificity) which such party hereto has not breached will not detract from
or mitigate the fact that such party hereto is in breach of the first representation, warranty, or covenant.


 






     


     


    

 


6.17       Intended
Tax Treatment. For U.S. federal income tax purposes, the Subscribers’ beneficial ownership of the Common Stock shall be disregarded
as transitory, and the Purchase Price shall be treated as paid by Subscribers to the Company for Common Stock as part of the same plan
as the transfer of other property to the Company for Common Stock, in a single integrated transaction that satisfies the requirements
of Section 351 of the Internal Revenue Code.


 


7.
        Disclosure. The Subscriber hereby acknowledges that the terms of this Subscription Agreement
will be disclosed by the Company in a Current Report on Form 8-K filed with the Commission promptly following the date of this Agreement
(the time of such filing, “Disclosure Time”) and a form of this Subscription Agreement will be filed with the Commission
as an exhibit thereto. From and after the Disclosure Time, the Company represents to the Subscriber that it shall have publicly disclosed
all material, non-public information delivered to the Subscriber by the Company or any of its officers, directors, employees or agents
in connection with the transactions contemplated by the Subscription Agreement and the Transaction Agreement. In addition, effective
upon the Disclosure Time, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement,
whether written or oral, between the Company or any of its officers, directors, agents, employees or affiliates on the one hand, and
any of the Subscribers or any of their affiliates on the other hand, shall terminate. Notwithstanding the foregoing, the Company shall
not publicly disclose the name of the Subscriber, or include the name the name of the Subscriber in any filing with the Commission or
any regulatory agency or Nasdaq, without the prior written consent of the Subscriber, except (a) as required by federal securities law
in connection with (i) any registration statement contemplated by the Registration Rights Agreement and (ii) the filing of final transaction
documents with the Commission and (b) to the extent such disclosure is required by law or Nasdaq regulations, in which case the Company
shall provide the Purchasers with prior notice of such disclosure permitted under this clause (b).


 


8.       Trust
Account Waiver. Subscriber acknowledges that the Company is a blank check company with the powers and privileges to effect a merger,
asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or assets. Subscriber
further acknowledges that, as described in the Company’s prospectus relating to its initial public offering (the “IPO”)
dated December 10, 2020 (the “Prospectus”) available at www.sec.gov, substantially all of the Company’s assets
consist of the cash proceeds of Company’s IPO and private placements of its securities, and substantially all of those proceeds
have been deposited in a trust account (the “Trust Account”) for the benefit of Company, its public shareholders and
the underwriters of Company’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account
that may be released to Company to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes
set forth in the Prospectus. For and in consideration of the Company entering into this Subscription Agreement, the receipt and sufficiency
of which are hereby acknowledged, Subscriber, on behalf of itself and its representatives, hereby irrevocably waives any and all right,
title and interest, or any claim of any kind they have or may have in the future, in or to any monies held in the Trust Account, and
agrees not to seek recourse against the Trust Account as a result of, or arising out of, this Subscription Agreement; provided, however,
that nothing in this Section 8 shall be deemed to limit any Subscriber’s right, title, interest or claim to the Trust Account
by virtue of such Subscriber’s record or beneficial ownership of securities of the Company acquired by any means other than pursuant
to this Subscription Agreement, including but not limited to any redemption right with respect to any such securities of the Company.


 


[Signature
Page Follows]


 



     


     


    

 


 IN
WITNESS WHEREOF, each of the Company and Subscriber has executed or caused this Subscription Agreement to be executed by its duly
authorized representative as of the date set forth below.


 


	 	 
	 	ROTH
CH ACQUISITION II CO.
	 	 
	 	By:	 
		Name:	 
	 	Title:	 



 


[SIGNATURE
PAGE OF SUBSCRIBER FOLLOWS]


 



     


     


    

 


[SIGNATURE
PAGE OF SUBSCRIBER]


 


	Accepted
    and agreed this __th day of [____], 2021.


 


IN
WITNESS WHEREOF, the undersigned has caused this Subscription Agreement to be duly executed by its authorized signatory as of the date
first indicated above.


 


	Name(s) of Subscriber:	 




 


	Signature of Authorized Signatory of Subscriber:	 



 


	Name of Authorized Signatory:	 




 


	Title of Authorized Signatory:	 




 


Address
for Notice to Subscriber:


 


	 	 




 


	 	 




 


	 	 




 


	 	Attention:	 



 


	 	Email:	 



 


	 	Telephone No.:	 




 


Address
for Delivery of Shares to Subscriber (if not same as address for notice):


 


	 	 




 


	 	 




 


	 	 




 


	Subscription Amount: $	 	 




 


	Number of Shares:	 	 




 


	EIN Number:	 	 




 


You
must pay the Purchase Price by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in
the Closing Notice.


If
Subscriber wants certificated Shares rather than book-entry form, indicate here: _____


 






     


     


    

 


SCHEDULE
A 


ELIGIBILITY
REPRESENTATIONS OF SUBSCRIBER 


 


	A.	QUALIFIED
    INSTITUTIONAL BUYER STATUS 


 


	 	  (Please
check the applicable subparagraphs): 


 


	 	1.	 ̈
    We are a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities
    Act”) (a “QIB”)). 


 


	 	2.	 ̈
    We are subscribing for the Shares as a fiduciary or agent for one or more investor accounts, and each owner of such account is a
    QIB. 


 


***
OR ***


 


	B.	INSTITUTIONAL
    ACCREDITED INVESTOR STATUS 


 


		  (Please check
    the applicable subparagraphs): 


 


	 	1.	 ̈
    We are an “accredited investor” (within the meaning of Rule 501(a) under the Securities Act) or an entity in which all
    of the equity holders are accredited investors within the meaning of Rule 501(a) under the Securities Act, and have marked and initialed
    the appropriate box on the following page indicating the provision under which we qualify as an “accredited investor.”
    


 


	 	2.	 ̈
    We are not a natural person. 


 


***
AND ***


 


	C.	AFFILIATE
    STATUS 


 


		  (Please check
    the applicable box) SUBSCRIBER: 


 


	 	 ̈	is:
    


 


	 	 ̈	is
    not: 


 


an
 “affiliate” (as defined in Rule 144 under the Securities Act) of the Company or acting on behalf of an affiliate of the Company.


 






     


     


    

 


This
page should be completed by Subscriber 


and
constitutes a part of the Subscription Agreement. 


 


Rule
501(a), in relevant part, states that an “accredited investor” shall mean any person who comes within any of the below listed
categories, or who the issuer reasonably believes comes within any of the below listed categories, at the time of the sale of the securities
to that person. Subscriber has indicated, by marking and initialing the appropriate box below, the provision(s) below which apply to
Subscriber and under which Subscriber accordingly qualifies as an “accredited investor.”


 


		 ̈	Any
                                            bank as defined in section 3(a)(2) of the Securities Act, or any savings and loan association or
                                            other institution as defined in section 3(a)(5)(A) of the Securities Act whether acting in
                                            its individual or fiduciary capacity; any broker or dealer registered pursuant to section
                                            15 of the Exchange
                                            Act; any investment adviser registered pursuant to
                                            section 203 of the Investment Advisers Act of 1940 or
                                            registered pursuant to the laws of a state; any investment adviser relying on the exemption
                                            from registering with the Commission under section 203(l) or (m) of the Investment
                                            Advisers Act of 1940; any insurance company as defined in section 2(a)(13) of the Securities
                                            Act; any investment company registered under the Investment Company Act of 1940 or
                                            a business development company as defined in section 2(a)(48) of that act;
                                            any Small Business Investment Company licensed by the U.S. Small Business
                                            Administration under section 301(c) or (d) of the Small Business Investment Act
                                            of 1958; any Rural Business Investment Company as defined in section 384A of the Consolidated
                                            Farm and Rural Development Act; any plan established and maintained by a state,
                                            its political subdivisions, or any agency or instrumentality of a state or
                                            its political subdivisions, for the benefit of its employees, if such plan has
                                            total assets in excess of $5,000,000; any employee benefit plan within the meaning
                                            of the Employee Retirement Income Security Act of 1974 if the investment decision
                                            is made by a plan fiduciary, as defined in section 3(21) of such act, which
                                            is either a bank, savings and loan association, insurance company, or registered investment
                                            adviser, or if the employee benefit plan has total assets in excess of $5,000,000
                                            or, if a self-directed plan, with investment decisions made solely by persons that are
                                            accredited investors;






 


		 ̈	Any
                                            private business development company as defined in section 202(a)(22) of the Investment
                                            Advisers Act of 1940;



 


		 ̈	Any
                                            organization described in Section 501(c)(3) of the Internal Revenue Code, corporation,
                                            Massachusetts or similar business trust, partnership, or limited liability company, not formed
                                            for the specific purpose of acquiring the securities offered, with total assets in excess
                                            of $5,000,000;



 


		 ̈	Any director, executive
                                            officer, or general partner of the issuer of the securities being offered or sold,
                                            or any director, executive officer, or general partner of a general partner of
                                            that issuer



 


		 ̈	Any
                                            natural person whose individual net worth, or joint net worth with that person's spouse or spousal
                                            equivalent, exceeds $1,000,000. For purposes of calculating a natural person’s net
                                            worth under this category: (a) the person's primary residence shall not be included as an
                                            asset; (b) indebtedness that is secured by the person's primary residence, up to the estimated
                                            fair market value of the primary residence at the time of the sale of securities, shall not
                                            be included as a liability (except that if the amount of such indebtedness outstanding
                                            at the time of sale of securities exceeds the amount outstanding 60 days before
                                            such time, other than as a result of the acquisition of the primary residence, the amount of
                                            such excess shall be included as a liability); and (c) indebtedness that is secured by the
                                            person's primary residence in excess of the estimated fair market value of the primary residence
                                            at the time of the sale of securities shall be included as a liability. This category will
                                            not apply to any calculation of a person's net worth made in connection with a purchase of
                                            securities in accordance with a right to purchase such securities, provided that (A) such
                                            right was held by the person on July 20, 2010, (B) the person qualified as an accredited
                                            investor on the basis of net worth at the time the person acquired such right and (C)
                                            the person held securities of the same issuer, other than such right, on July 20, 2010;



 






     


     


    

 


		 ̈	Any
                                            natural person who had an individual income in excess of $200,000 in each of the two most
                                            recent years or joint income with that person's spouse or spousal equivalent in
                                            excess of $300,000 in each of those years and has a reasonable expectation of reaching the
                                            same income level in the current year;



 


		 ̈	Any
                                            trust, with total assets in excess of $5,000,000, not formed for the specific purpose of
                                            acquiring the securities offered, whose purchase is directed by a sophisticated person;



 


		 ̈	Any
                                            entity in which all of the equity owners are accredited investors meeting one or more of
                                            the above tests;



 


		 ̈	Any
                                            entity, of a type not listed in categories (1), (2), (3), (7), or (8) above, not formed for
                                            the specific purpose of acquiring the securities offered, owning investments in excess of
                                            $5,000,000;



 


		 ̈	Any
                                            natural person holding in good standing one or more professional certifications or designations
                                            or credentials from an accredited educational institution that the Commission has
                                            designated as qualifying an individual for accredited investor status. In determining
                                            whether to designate a professional certification or designation or credential from an accredited
                                            educational institution for purposes of this category, the Commission will consider,
                                            among others, the following attributes: (i) the certification, designation, or credential
                                            arises out of an examination or series of examinations administered by a self-regulatory
                                            organization or other industry body or is issued by an accredited educational institution,
                                            (ii) the examination or series of examinations is designed to reliably and validly demonstrate
                                            an individual's comprehension and sophistication in the areas of securities and investing,
                                            (iii) persons obtaining such certification, designation, or credential can reasonably be
                                            expected to have sufficient knowledge and experience in financial and business matters to
                                            evaluate the merits and risks of a prospective investment and (iv) an indication that an
                                            individual holds the certification or designation is either made publicly available by the
                                            relevant self-regulatory organization or other industry body or is otherwise independently
                                            verifiable;






 


		 ̈	Any
                                            natural person who is a “knowledgeable employee,” as defined in rule 3c-5(a)(4)
                                            under the Investment Company Act of 1940 (17 CFR 270.3c-5(a)(4)), of the issuer of
                                            the securities being offered or sold where the issuer would be an investment company,
                                            as defined in section 3 of such act, but for the exclusion provided by either section
                                            3(c)(1) or section 3(c)(7) of such act;



 


		 ̈	Any
                                            “family office,” as defined in rule 202(a)(11)(G)-1 under the Investment
                                            Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1): (i) With assets under management
                                            in excess of $5,000,000, (ii) that is not formed for the specific purpose of acquiring the
                                            securities offered, and (iii) whose prospective investment is directed by a person who has
                                            such knowledge and experience in financial and business matters that such family office is
                                            capable of evaluating the merits and risks of the prospective investment; and



 


		 ̈	Any
                                            “family client,” as defined in rule 202(a)(11)(G)-1 under the Investment
                                            Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1)), of a family office meeting the requirements
                                            in the prior category and whose prospective investment in the issuer is directed
                                            by such family office pursuant to clause (iii) thereunder.