Exhibit 10.6


 





AMENDED AND RESTATED


REGISTRATION RIGHTS AGREEMENT


 


THIS AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 14, 2021, is made and entered into
by and among Roth CH II Acquisition Co., a Delaware corporation ( “RCH”), each of the undersigned parties that
are Pre-BC Investors (as defined below), and each of the other former shareholders of Reservoir Holdings, Inc., a Delaware corporation
(“Reservoir”) whose names are listed on Exhibit A hereto (each a “Reservoir Investor”
and collectively the “Reservoir Investors”) (each of the foregoing parties (other than the Company) and any person
or entity who hereafter becomes a party to this Agreement pursuant to Section 6.4 of this Agreement, an “Investor”
and collectively, the “Investors”) and shall become effective upon the Effective Date (as defined herein).


 


WHEREAS, each of RCH and certain
investors (each, a “Pre-BC Investor”) is a party to that certain Registration Rights Agreement, dated December 15,
2020 (the “Original Registration Rights Agreement”), pursuant to which RCH granted the Pre-BC Investors certain
registration rights with respect to certain securities of RCH, as set forth therein;


 


WHEREAS, RCH, Roth CH II Merger
Sub Corp., a Delaware corporation (“Merger Sub”), and Reservoir have entered into that certain Agreement and
Plan of Merger (as may be amended from time to time, the “Merger Agreement”), dated as of April 14, 2021,
pursuant to which, on the Effective Date (as defined below), RCH, Merger Sub and Reservoir intend to effect a merger of Merger Sub with
and into Reservoir (the “Merger”), upon which Merger Sub will cease to exist, Reservoir will become a wholly
owned subsidiary of RCH and the outstanding shares of Reservoir’s capital stock will be converted into the right to receive consideration
described in the Merger Agreement;


 


WHEREAS, following the consummation
of the Merger, RCH will be renamed “Reservoir Media, Inc.” (RCH, following the consummation of the Merger, the “Company”);


 


WHEREAS, in anticipation of
the consummation of the transactions contemplated by the Merger Agreement, the Investors and the Company are entering into this Agreement
on the date hereof, to be become effective upon the Effective Date, to amend and restate the Original Registration Rights Agreement to
provide the Investors with certain rights relating to the registration of the securities held by them as of the date hereof on the terms
and conditions set forth in this Agreement;


 


NOW, THEREFORE, in consideration
of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:


 


1. DEFINITIONS. The
following capitalized terms used herein have the following meanings:


 


“Affiliate”
means, when used with reference to any Person, any other Person directly or indirectly, through one or more intermediaries, controlling,
controlled by or under common control with such first Person and, when used with reference to any natural person, shall also include such
person’s spouse, parents and descendants (whether by blood or adoption, and including stepchildren) and the spouses of such persons.


 


“Agreement”
means this Agreement, as amended, restated, supplemented, or otherwise modified from time to time.


 


“Blackout Period”
is defined in Section 3.1.1.


 


“Business Combination”
means the acquisition of direct or indirect ownership through a merger (including the Merger), share exchange, asset acquisition, share
purchase, recapitalization, reorganization or other similar type of transaction, of one or more businesses or entities.


 






    


     


    

 


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


 


“Commission”
means the Securities and Exchange Commission, or any other Federal agency then administering the Securities Act or the Exchange Act.


 


“Common
Stock” means the common stock, par value $0.0001 per share, of the Company.


 


“Company”
is defined in the preamble to this Agreement.


 


“Demand Registration”
is defined in Section 2.1.1.


 


“Demanding Holder”
means a holder who has made a written demand pursuant to Sections 2.1.1 or 2.1.3, as applicable.


 


“Filing Deadline”
is defined in Section 2.3.1.


 


“Effective Date”
means the date the Company consummates the Merger.


 


“Effectiveness
Deadline” is defined in Section 2.3.1.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, all
as the same shall be in effect at the time.


 


“Indemnified Party”
is defined in Section 4.3.


 


“Indemnifying
Party” is defined in Section 4.3.


 


“Initial Shares”
means all of the outstanding shares of Common Stock issued prior to the consummation of the Company’s initial public offering.


 


“Investor”
is defined in the preamble to this Agreement.


 


“Investor Indemnified
Party” is defined in Section 4.1.


 


“IPO”
means the Company’s initial public offering.


 


“IPO Escrow Agreement”
means the Stock Escrow Agreement dated as of December 15, 2020 by and among the Investors and Continental Stock Transfer &
Trust Company.


 


“Lock-up Agreement”
is defined in Section 2.1.1.


 


“Material Adverse
Change” shall mean (a) any general suspension of trading in, or limitation on prices for, securities on any national
securities exchange or in the over-the-counter market in the United States; (b) the declaration of a banking moratorium or any suspension
of payments in respect of banks in the United States; (c) a material outbreak or escalation of armed hostilities or other international
or national calamity involving the United States or the declaration by the United States of a national emergency or war or a change in
national or international financial, political or economic conditions; or (d) any event, change, circumstance or effect that is or
is reasonably likely to be materially adverse to the business, properties, assets, liabilities, condition (financial or otherwise), operations,
results of operations or prospects of the Company and its subsidiaries taken as a whole.


 


“Maximum Number
of Shares” is defined in Section 2.1.4.


 


“Merger”
is defined in the preamble to this Agreement.


 






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“Merger Agreement”
is defined in the preamble to this Agreement.


 


“Merger Sub”
is defined in the preamble to this Agreement.


 


“New Registration
Statement” is defined in Section 2.3.3.


 


“Notices”
is defined in Section 6.5.


 


“Original Registration
Rights Agreement” is defined in the preamble to this Agreement.


 


“Permitted Loan”
means any bona fide financing arrangement in respect of which an Investor has pledged, hypothecated, granted a security interest
in, lien on, or otherwise encumbered such Investor’s Registrable Shares in respect of such financing arrangement.


 


“Permitted Pledged
Shares” means any Registrable Shares which are pledged or hypothecated or in which a security interest, lien or other encumbrance
exists, in respect of a Permitted Loan.


 


“Person”
means a company, corporation, association, partnership, limited liability company, organization, joint venture, trust or other legal entity,
an individual, a government or political subdivision thereof or a governmental agency.


 


“Piggy-Back Registration”
is defined in Section 2.2.1.


 


“PIPE Subscription
Agreements” means the Subscription Agreements, dated as of April 14, 2021, by and among the Company and the subscribers
thereto (as may be amended from time to time).


 


“Pre-BC Investors”
is defined in the preamble to this Agreement.


 


“Private Units”
means units various Investors privately purchased simultaneously with the consummation of the Company’s initial public offering
and when the underwriters in the Company’s initial public offering exercised their over-allotment option, as described in the prospectus
relating to the Company’s initial public offering.


 


“Pro Rata”
is defined in Section 2.1.4.


 


“Prospectus”
shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended
by any and all post-effective amendments and including all material incorporated by reference in such prospectus.


 


“Register,”
 “Registered” and “Registration” mean a registration effected by preparing and filing
a registration statement or similar document in compliance with the requirements of the Securities Act, and the applicable rules and
regulations promulgated thereunder, and such registration statement becoming effective.


 


“Registrable Securities”
means (i) the Initial Shares, (ii) the Private Units (and underlying shares of Common Stock), (iii) any securities issuable
upon conversion of loans from Pre-BC Investors to the Company, if any, (iv) any other outstanding share of Common Stock or any other
equity security (including the shares of Common Stock issued or issuable upon the exercise of any other equity security) of the Company
held by an Investor as of the Effective Date (including the shares of Common Stock issued pursuant to the Merger Agreement), (v) any
other outstanding share of Common Stock or any other equity security (including the shares of Common Stock issued or issuable upon the
exercise of any other equity security) of the Company held by Wesbild Inc., Persis Holdings LTD., RS Reservoir, LLC, or any of their respective
Affiliates or transferees of Registrable Securities (including Common Stock or other equity securities acquired following the closing
of the Merger) permitted in accordance with subsections (vi), (vii), (viii), (ix), (xi) or (xiii) of Section 2.1(b) of
the Lock-up Agreement, and (vi) any other equity security of the Company issued or issuable with respect to any such share of Common
Stock by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation
or reorganization. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when: (a) a
Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities
shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (b) such securities shall
have been otherwise transferred, new certificates for them not bearing a legend restricting further transfer shall have been delivered
by the Company and subsequent public distribution of them shall not require registration under the Securities Act; (c) such securities
shall have ceased to be outstanding, or (d) the Registrable Securities are freely saleable under Rule 144 without volume limitations,
requirements of current public information, manner of sale or any other restrictions under Rule 144.


 






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“Registration
Statement” means a registration statement filed by the Company with the Commission in compliance with the Securities Act
and the rules and regulations promulgated thereunder for a public offering and sale of equity securities, or securities or other
obligations exercisable or exchangeable for, or convertible into, equity securities (other than a registration statement on Form S-4
or Form S-8, or their successors, or any registration statement covering only securities proposed to be issued in exchange for securities
or assets of another entity).


 


“Release Date”
means the date on which the Initial Shares are disbursed from escrow pursuant to Section 3 of the IPO Escrow Agreement.


 


“Resale Shelf
Registration Statement” is defined in Section 2.3.1.


 


“Reservoir”
is defined in the preamble to this Agreement.


 


“Reservoir Investors”
is defined in the preamble to this Agreement.


 


“Securities Act”
means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the
same shall be in effect at the time.


 


“SEC Guidance”
is defined in Section 2.3.3.


 


“Takedown Requesting
Holder” is defined in Section 2.3.4.


 


“Underwriter”
means, solely for the purposes of this Agreement, a securities dealer who purchases any Registrable Securities as principal in an underwritten
offering and not as part of such dealer’s market-making activities.


 


“Underwritten
Offering” means a Registration in which securities of the Company are sold to the Underwriter in a firm commitment underwriting
for distribution to the public.


 


“Underwritten
Shelf Takedown” is defined in Section 2.3.4.


 


“Units”
means the units of the Company, each comprised of one share of Common Stock and one half of one warrant, each whole warrant exercisable
for one share of Common Stock.


 


2. REGISTRATION RIGHTS.


 


2.1 Demand Registration.


 


2.1.1 Request for Demand
Registration. At any time and from time to time on or after (i) three months prior to the first possible Release Date with respect
to the Initial Shares that are Registrable Securities and subject the IPO Escrow Agreement, or (ii) three months prior to the first
possible date on which the restrictions on transfer will lapse under the lock-up agreement entered into by the Reservoir Investors in
connection with the Merger Agreement (the “Lock-up Agreement”) with respect to all Registrable Securities held
by the Reservoir Investors, the holders of a majority-in-interest of such Registrable Securities held by the Pre-BC Investors, on the
one hand, or the Reservoir Investors, on the other hand, as the case may be, held by such Investors, or the transferees of such Investors,
may make a written demand, on no more than three occasions in any twelve month period for each of the Pre-BC Investors and the Reservoir
Investors, for registration under the Securities Act of all or part of their Registrable Securities, as the case may be (a “Demand
Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed
to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the
demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities
in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding
Holder”) shall so notify the Company within five (5) days after the receipt by the holder of the notice from the Company.
Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration,
subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than
an aggregate of one (1) Demand Registration under this Section 2.1.1 in respect of all Registrable Securities.


 






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2.1.2 Effective Registration.
A registration will not count as a Demand Registration until (i) the Registration Statement filed with the Commission with respect
to such Demand Registration has been declared effective, (ii) the Company has complied with all of its obligations under this Agreement
with respect thereto and (iii) the Registration Statement has remained effective continuously until the earlier of (x) one (1) year
after effectiveness or (y) the date on which all of the Registrable Securities requested by the Requesting Holders to be registered
on behalf of the Requesting Holders in such Registration Statement have been sold; provided, however, that if, after such
Registration Statement has been declared effective, the offering of Registrable Securities pursuant to a Demand Registration is interfered
with by any stop order or injunction of the Commission or any other governmental agency or court, the Registration Statement with respect
to such Demand Registration will be deemed not to have been declared effective, unless and until, (i) such stop order or injunction
is removed, rescinded or otherwise terminated, and (ii) a majority-in-interest of the Demanding Holders thereafter elect to continue
the offering; provided, further, that the Company shall not be obligated to file a second Registration Statement until a
Registration Statement that has been filed is counted as a Demand Registration or is terminated.


 


2.1.3 Underwritten Offering
pursuant to Demand Registration. If a majority-in-interest of the Demanding Holders so elect and such holders so advise the Company
as part of their written demand for a Demand Registration, the offering of such Registrable Securities pursuant to such Demand Registration,
or a portion thereof, shall be in the form of an Underwritten Offering; provided, however, that the aggregate offering price
for any such Underwritten Offering may not be less than $25,000,000, unless the Company is eligible to register such shares of Common
Stock on Form S-3, or subsequent similar form, in a manner which does not require inclusion of any information concerning the Company
other than to incorporate by reference (including forward incorporation by reference) its filings under the Exchange Act, in which case
the aggregate offering price for any such Underwritten Offering may not be less than $10,000,000. All such Demanding Holders proposing
to distribute their Registrable Securities through such Underwritten Offering under this Section 2.1.3 shall, at the time of any
such Underwritten Offering, enter into an underwriting agreement in customary form with the Underwriter(s) selected by a majority-in-interest
of the Demanding; provided, further, that any obligation of any such Investor to indemnify any Person pursuant to any such
underwriting agreement shall be several, not joint and several, among such Investors selling Registrable Securities, and such liability
shall be limited to the net amount received by any such Investor from the sale of his, her or its Registrable Securities pursuant to such
Underwritten Offering, and the relative liability of each such Investor shall be in proportion to such net amounts).


 


2.1.4
Reduction of Offering in Connection with Demand Registration. If the managing Underwriter(s) in an Underwritten Offering effected
pursuant to a Demand Registration in good faith advises the Company and the Demanding Holders in writing that the dollar amount or number
of shares of Registrable Securities which the Demanding Holders desire to sell, taken together with all other shares of Common Stock or
other securities which the Company desires to sell and the shares of Common Stock, if any, as to which a registration has been requested
pursuant to separate written contractual piggy-back registration rights held by other shareholders of the Company who desire to sell,
exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering without adversely affecting the proposed
offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum
number of shares, as applicable, the “Maximum Number of Shares”), then the Company shall include in such registration:
(i) first, the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders and securities
other selling stockholders have requested to include in such registration pursuant to other registration rights agreement(s) the
Company has entered into as of the date hereof (pro rata in accordance with the number of shares that each such Person has requested be
included in such registration, regardless of the number of shares held by each such Person (such proportion is referred to herein as “Pro
Rata”)) up to the maximum amount that can be sold without exceeding the Maximum Number of Shares; (ii) second, to the
extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the shares of Common Stock or other securities
that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (iii) third, to the extent that
the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii), the shares of Common Stock or other securities
for the account of other persons that the Company is obligated to register pursuant to then other written contractual arrangements with
such persons and that can be sold without exceeding the Maximum Number of Shares.


 






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2.1.5 Demand Registration
Withdrawal.


 


a) An Investor may
withdraw all or any portion of its Registrable Securities included in a Demand Registration from such Demand Registration at any time
prior to the effectiveness of the applicable Registration Statement; provided that such withdrawal shall be irrevocable and, after
making such withdrawal, an Investor shall no longer have any right to include Registrable Securities in the Demand Registration as to
which such withdrawal was made. In the event the initiating Demanding Holder notifies the Company that it is withdrawing all of its Registrable
Securities from the Demand Registration, the Company shall cease all efforts to secure effectiveness of the applicable Registration Statement.
Such registration nonetheless shall be deemed a Demand Registration with respect to such initiating Investor for purposes of Section 2.1.1
unless (i) such Investor shall have paid or reimbursed the Company for its pro rata share of all reasonable and documented out-of-pocket
fees and expenses incurred by the Company in connection with the withdrawn registration of such Registrable Securities (based on the number
of securities such Investor sought to register, as compared to the total number of securities included in such Demand Registration) or
(ii) the withdrawal is made following the occurrence of a Material Adverse Change or pursuant to the Company’s request for
suspension.


 


b) In the case of
any Underwritten Offering in connection with any Demand Registration, any participating Investor shall have the right to withdraw their
respective Registrable Securities, in whole or in part, from such Underwritten Offering prior to the pricing of such Underwritten Offering;
provided that such withdrawal shall be irrevocable and, after making such withdrawal, an Investor shall no longer have any right
to include Registrable Securities in the Underwritten Offering as to which such withdrawal was made.


 


c) Notwithstanding
anything to the contrary in this Agreement, the Company shall be responsible for the registration expenses described in Section 3.3
incurred in connection with a Registration pursuant to a Demand Registration or an Underwritten Offering prior to its withdrawal under
this Section 2.1.5.


 


2.2 Piggy-Back Registration.


 


2.2.1 Piggy-Back Rights.


 


a) If at any time
on or after the Effective Date, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering
of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the
Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company
including, without limitation, pursuant to Section 2.1), other than a Registration Statement (i) filed in connection with any
employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing
shareholders, (iii) for an offering of debt that is convertible into equity securities of the Company, (iv) for a dividend reinvestment
plan, (v) that is a shelf registration statement on Form S-3 for a primary offering by the Company, provided that the
Company makes no offering of securities pursuant to such shelf registration statement prior to the effective date of the Registration
Statement required hereunder that includes all of the Registrable Securities, or (vi) that is on Form S-4 (as promulgated under
the Securities Act) relating to equity securities to be issued solely in connection with any acquisition of any entity or business or
their then equivalents, then the Company shall (x) give written notice of such proposed filing to the holders of Registrable Securities
as soon as practicable but in no event less than ten (10) days before the anticipated filing date, which notice shall describe the
amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed
managing Underwriter or Underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice
the opportunity to register the sale of such number of shares of Registrable Securities as such holders may request in writing within
five (5) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such
Registrable Securities to be included in such Piggy-back Registration.


 






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b) If at any time
on or after the Effective Date, the Company proposes to effect an Underwritten Offering for its own account or for the account of stockholders
of the Company (a “Company Underwritten Offering”), the Company shall notify, in writing, all Investors of Registrable
Securities of such demand, and such Investor who thereafter wishes to include all or a portion of such Investor’s Registrable Securities
in such Underwritten Offering (each such Investor, a “Company Underwritten Shelf Offering Requesting Holder”)
shall so notify the Company, in writing, within five days after the receipt by such Investor of the notice from the Company. Upon receipt
by the Company of any such written notification from a Company Underwritten Shelf Offering Requesting Holder, such Investor shall be entitled,
subject to Sections 2.2.2 and 3.1.1 hereof, to have its Registrable Securities included in the Company Underwritten Offering. The Company
shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to
permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar
securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of
distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration
that involves an Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters
selected for such Piggy-Back Registration; provided, however, that any obligation of any such Investor to indemnify any
Person pursuant to any such Underwriting Agreement shall be several, not joint and several, among such Investors selling Registrable Securities,
and such liability shall be limited to the net amount received by any such Investor from the sale of its Registrable Securities pursuant
to such Underwritten Offering, and the relative liability of each such Investor shall be in proportion to such net amounts.. Notwithstanding
the provisions set forth in the immediately preceding sentences, the right to a Piggy-Back Registration set forth under this Section 2.2.1
with respect to the Registrable Securities shall terminate on the seventh anniversary of the Effective Date.


 


2.2.2 Reduction of Underwritten
Offering in Connection with Piggy-Back Registration. If the managing Underwriter or Underwriters for a Piggy-Back Registration that
is to be an underwritten offering advises the Company and the holders of Registrable Securities participating in the Underwritten Offering
in writing that the dollar amount or number of shares of Common Stock which the Company desires to sell in such Underwritten Offering,
taken together with the shares of Common Stock, if any, as to which inclusion in such Underwritten Offering has been demanded pursuant
to separate written contractual arrangements with persons other than the holders of Registrable Securities hereunder, the Registrable
Securities as to which inclusion in such Underwritten Offering has been requested under Section 2.2.1, and the shares of Common Stock,
if any, as to which inclusion in such Underwritten Offering has been requested pursuant to separate written contractual piggy-back registration
rights of other shareholders of the Company, exceeds the Maximum Number of Shares, then the Company shall include in any such registration:


 






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a) If the Underwritten
Offering is undertaken for the Company’s account: (A) first, the shares of Common Stock or other equity securities that the
Company desires to sell in such Underwritten Offering that can be sold without exceeding the Maximum Number of Shares; (B) second,
to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the shares of Common Stock or other
securities, if any, comprised of Registrable Securities, as to which registration has been requested pursuant to the applicable written
contractual piggy-back registration rights of such security holders, Pro Rata, that can be sold without exceeding the Maximum Number of
Shares; and (C) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and
(B), the shares of Common Stock or other securities for the account of other persons that the Company is obligated to register pursuant
to written contractual piggy-back registration rights with such persons and that can be sold without exceeding the Maximum Number of Shares;


 


b) If the registration
is a “demand” registration undertaken at the demand of persons other than either the holders of Registrable Securities, (A) first,
the shares of Common Stock or other securities for the account of the demanding persons and the shares of Common Stock or other securities
comprised of Registrable Securities, Pro Rata, as to which registration has been requested pursuant to the terms hereof, that can be sold
without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached
under the foregoing clause (A), the shares of Common Stock or other securities that the Company desires to sell that can be sold without
exceeding the Maximum Number of Shares; (C) third, to the extent that the Maximum Number of Shares has not been reached under the
foregoing clauses (A) and (B), the shares of Common Stock or other securities for the account of other persons that the Company is
obligated to register pursuant to written contractual arrangements with such persons, that can be sold without exceeding the Maximum Number
of Shares.


 


2.2.3 Piggy-Back Registration
Withdrawal. Any holder of Registrable Securities may elect to withdraw such holder’s request for inclusion of Registrable Securities
in any Piggy-Back Registration by giving written notice to the Company and the Underwriter(s) (if any) of such request to withdraw
prior to the effectiveness of the Registration Statement. The Company (whether on its own determination or as the result of a withdrawal
by persons making a demand pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the
Commission in connection with a Piggyback Registration at any time prior to the effectiveness of such Registration Statement. In the case
of any Underwritten Offering in connection with any Piggy-back Registration, any participating Investor shall have the right to withdraw
their respective Registrable Securities from such Underwritten Offering prior to the pricing of such Underwritten Offering. Notwithstanding
anything to the contrary in this Agreement, the Company shall pay all expenses incurred by the holders of Registrable Securities in connection
with such Piggy-Back Registration or Underwritten Offering prior to its withdrawal as provided in Section 3.3.


 


2.2.4 Unlimited Piggy-back
Registration Rights. For purposes of clarity, any Registration or Underwritten Offering effected pursuant to Section 2.2. hereof
shall not be counted as a Registration pursuant to a Demand Registration effected under Section 2.1 hereof.


 






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2.3 Resale Shelf Registration
Rights.


 


2.3.1 Registration Statement
Covering Resale of Registrable Securities. The Company shall prepare and file or cause to be prepared and filed with the Commission,
no later than sixty (60) days following the Effective Date (the “Filing Deadline”), a Registration Statement
for an offering to be made on a continuous basis pursuant to Rule 415 of the Securities Act or any successor thereto registering
the resale from time to time by holders of all of the Registrable Securities held by the Holders (the “Resale Shelf Registration
Statement”). The Resale Shelf Registration Statement shall be on Form S-3 (or, if Form S-3 is not available to
be used by the Company at such time, on Form S-1 or another appropriate form permitting Registration of such Registrable Securities
for resale). If the Resale Shelf Registration Statement is initially filed on Form S-1 and thereafter the Company becomes eligible
to use Form S-3 for secondary sales, the Company shall, as promptly as practicable, cause such Resale Shelf Registration Statement
to be amended, or shall file a new replacement Resale Shelf Registration Statement, such that the Resale Shelf Registration Statement
is on Form S-3. The Company shall use commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared
effective as soon as possible after filing, but in no event later than thirty (30) days following the Filing Deadline (the “Effectiveness
Deadline”); provided, however, that the Effectiveness Deadline shall be extended to sixty (60) days after
the Filing Deadline if the Registration Statement is reviewed by, and receives comments from, the Commission; provided, however,
that the Company’s obligations to include the Registrable Securities held by a holder in the Resale Shelf Registration Statement
are contingent upon such holder furnishing in writing to the Company such information regarding the holder, the securities of the Company
held by the holder and the intended method of disposition of the Registrable Securities as shall be reasonably requested by the Company
to effect the registration of the Registrable Securities, and the holder shall execute such documents in connection with such registration
as the Company may reasonably request that are customary of a selling stockholder in similar situations. Once effective, the Company shall
use commercially reasonable efforts to keep the Resale Shelf Registration Statement and Prospectus included therein continuously effective
and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available,
to ensure that another Registration Statement is available, under the Securities Act at all times until the earliest of (i) the date
on which all Registrable Securities and other securities covered by such Registration Statement have been disposed of in accordance with
the intended method(s) of distribution set forth in such Registration Statement and (ii) the date on which all Registrable Securities
and other securities covered by such Registration Statement have ceased to be Registrable Securities. The Registration Statement filed
with the Commission pursuant to this subsection 2.3.1 shall contain a Prospectus in such form as to permit any holder to sell such Registrable
Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in
effect) at any time beginning on the effective date for such Registration Statement (subject to lock-up restrictions under the Lock-up
Agreement and the Release Date under the IPO Escrow Agreement), and shall provide that such Registrable Securities may be sold pursuant
to any method or combination of methods legally available to, and requested by, holders of the Registrable Securities.


 


2.3.2 Amendments and Supplements.
Subject to the provisions of Section 2.3.1 above, the Company shall promptly prepare and file with the Commission from time to time
such amendments and supplements to the Resale Shelf Registration Statement and Prospectus used in connection therewith as may be necessary
to keep the Resale Shelf Registration Statement effective and to comply with the provisions of the Securities Act with respect to the
disposition of all the Registrable Securities. If any Resale Shelf Registration Statement filed pursuant to Section 2.3.1 is filed
on Form S-3 and thereafter the Company becomes ineligible to use Form S-3 for secondary sales, the Company shall promptly notify
the holders of such ineligibility and use its commercially reasonable efforts to file a shelf registration on an appropriate form as promptly
as practicable to replace the shelf registration statement on Form S-3 and have such replacement Resale Shelf Registration Statement
declared effective as promptly as practicable and to cause such replacement Resale Shelf Registration Statement to remain effective, and
to be supplemented and amended to the extent necessary to ensure that such Resale Shelf Registration Statement is available or, if not
available, that another Resale Shelf Registration Statement is available, for the resale of all the Registrable Securities held by the
holders until all such Registrable Securities have ceased to be Registrable Securities; provided, however, that at any time
the Company once again becomes eligible to use Form S-3, the Company shall cause such replacement Resale Shelf Registration Statement
to be amended, or shall file a new replacement Resale Shelf Registration Statement, such that the Resale Shelf Registration Statement
is once again on Form S-3.


 






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2.3.3 SEC Cutback. Notwithstanding
the registration obligations set forth in this Section 2.3, in the event the Commission informs the Company that all of the Registrable
Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration
statement, the Company agrees to promptly (i) inform each of the holders thereof and use its commercially reasonable efforts to file
amendments to the Resale Shelf Registration Statement as required by the Commission and/or (ii) withdraw the Resale Shelf Registration
Statement and file a new registration statement (a “New Registration Statement”) on Form S-3, or if Form S-3
is not then available to the Company for such registration statement, on such other form available to register for resale the Registrable
Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement,
the Company shall use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable
Securities in accordance with any publicly-available written or oral guidance, comments, requirements or requests of the Commission staff
(the “SEC Guidance”). Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth
a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary
offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a
greater number of Registrable Securities), unless otherwise directed in writing by a holder as to further limit its Registrable Securities
to be included on the Registration Statement, the number of Registrable Securities to be registered on such Registration Statement will
be reduced Pro Rata among all such selling shareholders whose securities are included in such Registration Statement, subject to a determination
by the Commission that certain holders must be reduced first based on the number of Registrable Securities held by such holders. In the
event the Company amends the Resale Shelf Registration Statement or files a New Registration Statement, as the case may be, under clauses
(i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed
by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements
on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale
on the Resale Shelf Registration Statement, as amended, or the New Registration Statement.


 


2.3.4 Underwritten Shelf
Takedown. At any time and from time to time after a Resale Shelf Registration Statement has been declared effective by the Commission,
the holders of Registrable Securities may request to sell all or any portion of the Registrable Securities in an underwritten offering
that is registered pursuant to the Resale Shelf Registration Statement (each, an “Underwritten Shelf Takedown”);
provided, however, that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall
include securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably
expected to exceed, in the aggregate, $10,000,000. All requests for Underwritten Shelf Takedowns shall be made by giving written notice
to the Company at least ten (10) days prior to the public announcement of such Underwritten Shelf Takedown, which shall specify the
approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown and the expected price range (net
of underwriting discounts and commissions) of such Underwritten Shelf Takedown. The Company shall give written notice of such request
to all holders of Registrable Securities promptly (but in any even within five business days after receipt of such request for an Underwritten
Shelf Takedown) and shall include in any Underwritten Shelf Takedown the securities requested to be included by any holder (each a “Takedown
Requesting Holder”) at least 48 hours prior to the public announcement of such Underwritten Shelf Takedown pursuant to written
contractual piggyback registration rights of such holder (including those set forth herein). All such holders proposing to distribute
their Registrable Securities through an Underwritten Shelf Takedown under this subsection 2.3.4 shall enter into an underwriting agreement
in customary form with the Underwriter(s) selected for such Underwritten Offering by the majority-in-interest of the Takedown Requesting
Holders initiating the Underwritten Shelf Takedown.


 


2.3.5 Reduction of Underwritten
Shelf Takedown. If the managing Underwriter(s) in an Underwritten Shelf Takedown, in good faith, advise the Company and the Takedown
Requesting Holders in writing that the dollar amount or number of Registrable Securities that the Takedown Requesting Holders desire to
sell, taken together with all other shares of the Common Stock or other equity securities that the Company desires to sell, exceeds the
Maximum Number of Shares, then the Company shall include in such Underwritten Shelf Takedown, as follows: (i) first, the Registrable
Securities of the Takedown Requesting Holders, on a Pro Rata basis, that can be sold without exceeding the Maximum Number of Shares; and
(ii) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the Common Stock
or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Shares.


 


2.3.6 Registrations effected
pursuant to this Section 2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.1. Under no circumstances
shall the Company be obligated to effect more than an aggregate of three (3) Underwritten Shelf Takedowns in any 12-month period.


 






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3. REGISTRATION PROCEDURES.


 


3.1 Filings; Information.
Whenever the Company is required to effect the registration of any Registrable Securities pursuant to Section 2, the Company shall
use its commercially reasonable efforts to effect the registration and sale of such Registrable Securities in accordance with the intended
method(s) of distribution thereof as expeditiously as practicable, and in connection with any such request:


 


3.1.1 Filing Registration
Statement; Restriction on Registration Rights. The Company shall use its commercially reasonable efforts to, as expeditiously as possible
after receipt of a request for a Demand Registration pursuant to Section 2.1, prepare and file with the Commission a Registration
Statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall
be available for the sale of all Registrable Securities to be registered thereunder in accordance with the intended method(s) of
distribution thereof, and shall use its commercially reasonable efforts to cause such Registration Statement to become effective and use
its commercially reasonable efforts to keep it effective for the period required by Section 3.1.3; provided, however,
that the Company shall not be obligated to (but may, at its sole option) (a) effect any Demand Registration or an Underwritten Offering
or (b) file a Registration Statement (or any amendment thereto) or effect an Underwritten Offering if the Company has determined
in good faith that the sale of Registrable Securities pursuant a Registration Statement would require disclosure of material non-public
information not otherwise required to be disclosed under applicable securities laws (i) which disclosure would have a material adverse
effect on the Company or (ii) relating to a material transaction involving the Company (any such period, a “Blackout
Period”); provided, however, that in no event shall any Blackout Period together with other Blackout Periods
exceed an aggregate of 60 days in any consecutive 12-month period. Notwithstanding the foregoing, the Company shall not exercise its rights
under this Section 3.1.1 to invoke a Blackout Period unless it applies the same Blackout Period restrictions contained herein to
all other securityholders of the Company with contractual registration rights.


 


3.1.2 Copies. The Company
shall, prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the holders
of Registrable Securities included in such registration, and such holders’ legal counsel, copies of such Registration Statement
as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and
documents incorporated by reference therein), the Prospectus included in such Registration Statement, and such other documents as the
holders of Registrable Securities included in such registration or legal counsel for any such holders may request in order to facilitate
the disposition of the Registrable Securities owned by such holders.


 


3.1.3 Amendments and Supplements.
The Company shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements to such Registration
Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and in compliance
with the provisions of the Securities Act until all Registrable Securities and other securities covered by such Registration Statement
have been disposed of in accordance with the intended method(s) of distribution set forth in such Registration Statement or such
securities have been withdrawn.


 


3.1.4 Notification. After
the filing of a Registration Statement, the Company shall promptly, and in no event more than five (5) Business Days after such filing,
notify the holders of Registrable Securities included in such Registration Statement of such filing, and shall further notify such holders
promptly and confirm such advice in writing in all events within five (5) Business Days of the occurrence of any of the following:
(i) when such Registration Statement becomes effective; (ii) when any post-effective amendment to such Registration Statement
becomes effective; (iii) the issuance or threatened issuance by the Commission of any stop order (and the Company shall take all
actions required to prevent the entry of such stop order or to remove it if entered); and (iv) any written comments by the Commission
or any request by the Commission for any amendment or supplement to such Registration Statement or any Prospectus relating thereto or
for additional information or of the occurrence of an event requiring the preparation of a supplement or amendment to such Prospectus
so that, as thereafter delivered to the purchasers of the securities covered by such Registration Statement, such Prospectus will not
contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the
statements therein not misleading, and promptly make available to the holders of Registrable Securities included in such Registration
Statement any such supplement or amendment; except that not less than two (2) Business Days before filing with the Commission a Registration
Statement or not less than one (1) Business Day before the filing of any related Prospectus or any amendment or supplement thereto,
including documents incorporated by reference, the Company shall (y) furnish to the holders of Registrable Securities included in
such Registration Statement and to the legal counsel for any such holders, copies of all such documents proposed to be filed and (z) cause
its officers and directors, counsel and independent registered public accountants to respond to such inquiries as shall be necessary,
in the reasonable opinion of respective counsel to each such holder, to conduct a reasonable investigation within the meaning of the Securities
Act. The Company shall not file any Registration Statement or Prospectus or amendment or supplement thereto, including documents incorporated
by reference, to which such holders or their legal counsel shall object in good faith, provided that, the Company is notified of
such objection in writing no later than two (2) Business Days after the holders have been so furnished copies of a Registration Statement
or one (1) Business Day after the holders have been so furnished copies of any related Prospectus or amendments or supplements thereto.


 






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3.1.5 State Securities Laws
Compliance. The Company shall use its commercially reasonable efforts to (i) register or qualify the Registrable Securities covered
by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the holders
of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request and (ii) take
such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by
such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other
acts and things that may be necessary or advisable to enable the holders of Registrable Securities included in such Registration Statement
to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company
shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but
for this paragraph or subject itself to taxation in any such jurisdiction.


 


3.1.6 Agreements for Disposition.
The Company shall enter into customary agreements (including, if applicable, an underwriting agreement in customary form) and take such
other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities. The representations,
warranties and covenants of the Company in any underwriting agreement which are made to or for the benefit of any Underwriters, to the
extent applicable, shall also be made to and for the benefit of the holders of Registrable Securities included in such registration statement.
No holder of Registrable Securities included in such registration statement shall be required to make any representations or warranties
in the underwriting agreement except, if applicable, with respect to such holder’s organization, good standing, authority, title
to Registrable Securities, lack of conflict of such sale with such holder’s material agreements and organizational documents, and
with respect to written information relating to such holder that such holder has furnished in writing expressly for inclusion in such
Registration Statement.


 


3.1.7 Cooperation. The
principal executive officer of the Company, the principal financial officer of the Company, the principal accounting officer of the Company
and all other officers and members of the management of the Company shall cooperate fully in any offering of Registrable Securities hereunder,
which cooperation shall include, without limitation, the preparation of the Registration Statement with respect to such offering and all
other offering materials and related documents, and participation in meetings with Underwriters, attorneys, accountants and potential
investors.


 


3.1.8 Records. The Company
shall make available for inspection by the holders of Registrable Securities included in such Registration Statement, any Underwriter
participating in any disposition pursuant to such registration statement and any attorney, accountant or other professional retained by
any holder of Registrable Securities included in such Registration Statement or any Underwriter, all financial and other records, pertinent
corporate documents and properties of the Company, as shall be necessary to enable them to exercise their due diligence responsibility,
and cause the Company’s officers, directors and employees to supply all information requested by any of them in connection with
such Registration Statement.


 


3.1.9 Earnings Statement.
The Company shall comply with all applicable rules and regulations of the Commission and the Securities Act, and make available to
its shareholders, as soon as practicable, an earnings statement covering a period of twelve (12) months, which earnings statement shall
satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.


 


3.1.10 Listing. The Company
shall use its commercially reasonable efforts to cause all Registrable Securities included in any registration to be listed on such exchanges
or otherwise designated for trading in the same manner as similar securities issued by the Company are then listed or designated or, if
no such similar securities are then listed or designated, in a manner satisfactory to the holders of a majority of the Registrable Securities
included in such registration.


 






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3.1.11 Road Show. If
the registration involves the registration of Registrable Securities involving gross proceeds in excess of $25,000,000, the Company shall
use its reasonable efforts to make available senior executives of the Company to participate in customary “road show” presentations
that may be reasonably requested by the Underwriter in any Underwritten Offering.


 


3.1.12 Regulation M.
The Company shall take no direct or indirect action prohibited by Regulation M under the Exchange Act; provided, that, to the extent
that any prohibition is applicable to the Company, the Company will take all reasonable action to make any such prohibition inapplicable.


 


3.2 Obligation to Suspend
Distribution. Upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.1.4(iv),
or, in the case of a resale registration on Form S-3 pursuant to Section 2.3 hereof, upon any suspension by the Company, pursuant
to a written insider trading compliance program adopted by the Company’s Board of Directors, of the ability of all “insiders”
covered by such program to transact in the Company’s securities because of the existence of material non-public information, each
holder of Registrable Securities included in any registration shall immediately discontinue disposition of such Registrable Securities
pursuant to the Registration Statement covering such Registrable Securities until such holder receives the supplemented or amended Prospectus
contemplated by Section 3.1.4(iv) or the restriction on the ability of “insiders” to transact in the Company’s
securities is removed, as applicable, and, if so directed by the Company, each such holder will deliver to the Company all copies, other
than permanent file copies then in such holder’s possession, of the most recent Prospectus covering such Registrable Securities
at the time of receipt of such notice.


 


3.3 Registration Expenses.
The Company shall bear all costs and expenses incurred in connection with any Demand Registration pursuant to Section 2.1, any Piggy-Back
Registration pursuant to Section 2.2, any registration on Form S-3 effected pursuant to Section 2.3, and all expenses incurred
in performing or complying with its other obligations under this Agreement, whether or not the Registration Statement becomes effective,
including, without limitation: (i) all registration and filing fees; (ii) fees and expenses of compliance with securities or
 “blue sky” laws (including fees and disbursements of counsel in connection with blue sky qualifications of the Registrable
Securities); (iii) printing expenses; (iv) the Company’s internal expenses (including, without limitation, all salaries
and expenses of its officers and employees); (v) the fees and expenses incurred in connection with the listing of the Registrable
Securities as required by Section 3.1.11; (vi) Financial Industry Regulatory Authority fees; (vii) fees and disbursements
of counsel for the Company and fees and expenses for independent certified public accountants retained by the Company (including the expenses
or costs associated with the delivery of any opinions or comfort letters requested pursuant to Section 3.1.9); and (viii) the
reasonable fees and expenses of any special experts retained by the Company in connection with such registration. The Company shall have
no obligation to pay any underwriting discounts or selling commissions attributable to the Registrable Securities being sold by the holders
thereof or any fees and disbursements of its counsel in connection therewith, which underwriting discounts or selling commissions and
fees and disbursements of its counsel shall be borne by such holders. Additionally, in an underwritten offering, all selling shareholders
and the Company shall bear the expenses of the Underwriter pro rata in proportion to the respective amount of shares each is selling in
such offering.


 


3.4 Holders’ Information.
The holders of Registrable Securities shall provide such information as may reasonably be requested by the Company, or the managing Underwriter,
if any, in connection with the preparation of any Registration Statement, including amendments and supplements thereto, in order to effect
the registration of any Registrable Securities under the Securities Act pursuant to Section 2 and in connection with the Company’s
obligation to comply with Federal and applicable state securities laws. The Company’s obligations to include the Registrable Securities
in any Registration Statement under this Agreement are contingent upon each holder of Registrable Securities furnishing in writing to
the Company such information regarding such holder, the securities of the Company held by holder and the intended method of disposition
of the Registrable Securities as shall be reasonably requested by the Company to effect the registration of the Registrable Securities,
and such holder shall execute such documents in connection with such registration as the Company may reasonably request that are customary
of a selling stockholder in similar situations.


 






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4. INDEMNIFICATION AND
CONTRIBUTION.


 


4.1 Indemnification by
the Company. The Company agrees to indemnify and hold harmless each Investor and each other holder of Registrable Securities, and
each of their respective officers, employees, affiliates, directors, partners, members, attorneys and agents, and each person, if any,
who controls an Investor and each other holder of Registrable Securities (within the meaning of Section 15 of the Securities Act
or Section 20 of the Exchange Act) (each, an “Investor Indemnified Party”), from and against any expenses,
losses, judgments, claims, damages or liabilities, whether joint or several, arising out of or based upon any untrue statement (or allegedly
untrue statement) of a material fact contained in (or incorporated by reference in) any Registration Statement under which the sale of
such Registrable Securities was registered under the Securities Act, any Prospectus contained in the Registration Statement, or free writing
prospectus (as defined in Rule 405 under the Securities Act or any successor rule thereto), or any amendment or supplement to
such Registration Statement, or any filing under any state securities law required to be filed or furnished, or arising out of or based
upon any omission (or alleged omission) to state a material fact required to be stated therein or necessary to make the statements therein
not misleading, or any violation by the Company of the Securities Act or any rule or regulation promulgated thereunder applicable
to the Company and relating to action or inaction required of the Company in connection with any such registration; and the Company shall
promptly reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred by such Investor Indemnified
Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided,
however, that the Company will not be liable in any such case to the extent that any such expense, loss, claim, damage or liability
arises out of or is based upon any untrue statement or allegedly untrue statement or omission or alleged omission made in such Registration
Statement, Prospectus, or free writing prospectus, or any such amendment or supplement, in reliance upon and in conformity with information
furnished to the Company, in writing, by such selling holder expressly for use therein. The Company also shall indemnify any Underwriter
of the Registrable Securities, their officers, affiliates, directors, partners, members and agents and each person who controls such Underwriter
(within the meaning of the Securities Act or the Exchange Act, as applicable) on substantially the same basis as that of the indemnification
provided above in this Section 4.1.


 


4.2 Indemnification by
Holders of Registrable Securities. Each holder of Registrable Securities will, indemnify and hold harmless the Company, each of its
directors, officers, agents and employees, each Persons who controls the Company (within the meaning of Section 15 of the Securities
Act and Section 20 of the Exchange Act), each Underwriter (if any), and each other selling holder and each other person, if any,
who controls another selling holder or such Underwriter within the meaning of the Securities Act, and the directors, officers, agents
or employees of such controlling Persons, to the fullest extent permitted by applicable law, against any losses, claims, judgments, damages
or liabilities, whether joint or several, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof)
(including, without limitation, reasonable attorneys’ fees and other expenses) arise out of or are based upon any untrue statement
or allegedly untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities
was registered under the Securities Act, any Prospectus contained in the Registration Statement, or any amendment or supplement to the
Registration Statement, or arise out of or are based upon any omission or the alleged omission to state a material fact required to be
stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in
conformity with information furnished in writing to the Company by such selling holder expressly for use therein. Each selling holder’s
indemnification obligations hereunder shall be several and not joint and shall be limited to the amount of any net proceeds actually received
by such selling holder.


 


4.3 Conduct of Indemnification
Proceedings. Promptly after receipt by any person of any notice of any loss, claim, damage or liability or any action in respect of
which indemnity may be sought pursuant to Section 4.1 or 4.2, such person (the “Indemnified Party”) shall,
if a claim in respect thereof is to be made against any other person for indemnification hereunder, notify such other person (the “Indemnifying
Party”) in writing of the loss, claim, judgment, damage, liability or action; provided, however, that the
failure by the Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability which the
Indemnifying Party may have to such Indemnified Party hereunder, except and solely to the extent the Indemnifying Party is actually prejudiced
by such failure. If the Indemnified Party is seeking indemnification with respect to any claim or action brought against the Indemnified
Party, then the Indemnifying Party shall be entitled to participate in such claim or action, and, to the extent that it wishes, jointly
with all other Indemnifying Parties, to assume control of the defense thereof with counsel satisfactory to the Indemnified Party. After
notice from the Indemnifying Party to the Indemnified Party of its election to assume control of the defense of such claim or action,
the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified
Party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that in any
action in which both the Indemnified Party and the Indemnifying Party are named as defendants, the Indemnified Party shall have the right
to employ separate counsel (but no more than one such separate counsel) to represent the Indemnified Party and its controlling persons
who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Indemnified Party against
the Indemnifying Party, with the fees and expenses of such counsel to be paid by such Indemnifying Party if, based upon the written opinion
of counsel of such Indemnified Party, representation of both parties by the same counsel would be inappropriate due to actual or potential
differing interests between them. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, consent to
entry of judgment or effect any settlement of any claim or pending or threatened proceeding in respect of which the Indemnified Party
is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such judgment or settlement
includes an unconditional release of such Indemnified Party from all liability arising out of such claim or proceeding.


 






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4.4 Contribution.


 


4.4.1 If the indemnification
provided for in the foregoing Sections 4.1, 4.2 and 4.3 is unavailable to any Indemnified Party in respect of any loss, claim, damage,
liability or action referred to herein, then each such Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute
to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage, liability or action in such proportion
as is appropriate to reflect the relative fault of the Indemnified Parties and the Indemnifying Parties in connection with the actions
or omissions which resulted in such loss, claim, damage, liability or action, as well as any other relevant equitable considerations.
The relative fault of any Indemnified Party and any Indemnifying Party shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information
supplied by such Indemnified Party or such Indemnifying Party and the parties’ relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission.


 


4.4.2 The parties hereto agree
that it would not be just and equitable if contribution pursuant to this Section 4.4 were determined by pro rata allocation or by
any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding Section 4.4.1.


 


4.4.3 The amount paid or payable
by an Indemnified Party as a result of any loss, claim, damage, liability or action referred to in the immediately preceding paragraph
shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Party
in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 4.4, no holder
of Registrable Securities shall be required to contribute any amount in excess of the dollar amount of the net proceeds actually received
by such holder from the sale of Registrable Securities which gave rise to such contribution obligation. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.


 


5. RULE 144.


 


5.1 Rule 144.
The Company covenants that it shall file any reports required to be filed by it under the Securities Act and the Exchange Act and shall
take such further action as the holders of Registrable Securities may reasonably request, all to the extent required from time to time
to enable such holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions
provided by Rule 144 under the Securities Act, as such Rules may be amended from time to time, or any similar rule or regulation
hereafter adopted by the Commission.


 


6. MISCELLANEOUS.


 


6.1 Effectiveness; Termination. This Agreement
shall not be effective until the Effective Date. In the event the Merger Agreement is terminated in accordance with its terms, this Agreement
shall automatically terminate and be of no further force or effect.


 






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6.2 Other Registration
Rights. The Company represents and warrants that, except as disclosed in the Company’s registration statement on Form S-1
(File No. 333-250937) and registration rights granted to certain investors in connection with the private placement transactions
contemplated under the Merger Agreement, no person, other than the holders of the Registrable Securities, has any right to require the
Company to register any of the Company’s share capital for sale or to include the Company’s share capital in any registration
filed by the Company for the sale of share capital for its own account or for the account of any other person.


 


6.3 Financing Cooperation.
If requested by any Investor, the Company will provide the following cooperation in connection with any Permitted Loan: (i) subject
to applicable law, using commercially reasonable efforts to remove any restrictive legends on the related Permitted Pledged Shares and
depositing such shares in book entry form on the books of The Depository Trust Company when eligible to do so, (ii) using commercially
reasonable efforts to re-register such Permitted Pledged Shares in the name of the secured party or custodian under such Permitted Loan
and (iii) using commercially reasonable efforts to negotiate in good faith, the terms of a customary issuer agreement with each lender
under a Permitted Loan.


 


6.4 Assignment; No Third
Party Beneficiaries. This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated
by the Company in whole or in part. This Agreement and the rights, duties and obligations of the holders of Registrable Securities hereunder
may be freely assigned or delegated by such holder of Registrable Securities in conjunction with and to the extent of any transfer of
Registrable Securities by any such holder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit
of each of the parties, to the permitted assigns of the Investors or holder of Registrable Securities or of any assignee of the Investors
or holder of Registrable Securities. This Agreement is not intended to confer any rights or benefits on any persons that are not party
hereto other than as expressly set forth in Article 4 and this Section 6.4.


 


6.5 Notices. All notices,
demands, requests, consents, approvals or other communications (collectively, “Notices”) required or permitted
to be given hereunder or which are given with respect to this Agreement shall be in writing and shall be personally served, delivered
by reputable air courier service with charges prepaid, or transmitted by hand delivery, telegram, telex or facsimile, addressed as set
forth below, or to such other address as such party shall have specified most recently by written notice. Notice shall be deemed given
on the date of service or transmission if personally served or transmitted by telegram, telex or facsimile; provided, that if such
service or transmission is not on a Business Day or is after normal business hours, then such notice shall be deemed given on the next
Business Day. Notice otherwise sent as provided herein shall be deemed given on the next Business Day following timely delivery of such
notice to a reputable air courier service with an order for next-day delivery.


 


To the Company:


 


Reservoir Holdings, Inc.





75 Varick Street, 9th Floor





New York, NY 10013





Attention: Golnar Khosrowshahi, Jeff McGrath





E-mail: gk@reservoir-media.com and jm@reservoir-media.com


 


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


 


Paul, Weiss, Rifkind, Wharton &
Garrison LLP





1285 Avenue of the Americas





New York, NY 10019





Attention: Jeffrey D. Marell, Esq.





E-mail: jmarell@paulweiss.com


 


To an Investor, to the address set forth
below such Investor’s name on Exhibit A hereto.


 


6.6 Severability. This
Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity
or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable
term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to
such invalid or unenforceable provision as may be possible that is valid and enforceable.


 






    16


     


    

 


6.7 Counterparts. This
Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which taken together shall constitute
one and the same instrument.


 


6.8 Entire Agreement.
This Agreement (including all agreements entered into pursuant hereto and all certificates and instruments delivered pursuant hereto and
thereto) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all prior and contemporaneous
agreements, representations, understandings, negotiations and discussions between the parties, whether oral or written.


 


6.9 Modifications and Amendments.
No amendment, modification or termination of this Agreement shall be binding upon the Company unless executed in writing by the Company.
No amendment, modification or termination of this Agreement shall be binding upon the holders of the Registrable Securities unless executed
in writing by the holders of the majority Registrable Securities and each of the following Holders that hold Registrable Securities as
of the date of such amendment, modification or termination: Wesbild Inc., Persis Holdings LTD. and RS Reservoir, LLC and, if such Holder
has made a transfer of Registrable Securities permitted in accordance with subsections (vi), (vii), (viii), (ix), (xi) or (xiii) of
Section 2.1(b) of the Lock-up Agreement and designates such transferee in writing as an assignee of the consent right provided
pursuant to this Section 6.9, such Holder’s permitted designee; provided, that no such amendment shall materially and adversely
affect the rights of any Holder hereunder without the consent of such Holder.


 


6.10 Titles and Headings.
Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this
Agreement.


 


6.11 Waivers and Extensions.
Any party to this Agreement may waive any right, breach or default which such party has the right to waive, provided that such
waiver will not be effective against the waiving party unless it is in writing, is signed by such party, and specifically refers to this
Agreement. Waivers may be made in advance or after the right waived has arisen or the breach or default waived has occurred. Any waiver
may be conditional. No waiver of any breach of any agreement or provision herein contained shall be deemed a waiver of any preceding or
succeeding breach thereof nor of any other agreement or provision herein contained. No waiver or extension of time for performance of
any obligations or acts shall be deemed a waiver or extension of the time for performance of any other obligations or acts.


 


6.12 Remedies Cumulative.
In the event that the Company fails to observe or perform any covenant or agreement to be observed or performed under this Agreement,
the Investor or any other holder of Registrable Securities may proceed to protect and enforce its rights by suit in equity or action at
law, whether for specific performance of any term contained in this Agreement or for an injunction against the breach of any such term
or in aid of the exercise of any power granted in this Agreement or to enforce any other legal or equitable right, or to take any one
or more of such actions, without being required to post a bond. None of the rights, powers or remedies conferred under this Agreement
shall be mutually exclusive, and each such right, power or remedy shall be cumulative and in addition to any other right, power or remedy,
whether conferred by this Agreement or now or hereafter available at law, in equity, by statute or otherwise.


 


6.13 Governing Law.
This Agreement shall be governed by, interpreted under, and construed in accordance with the internal laws of the State of Delaware applicable
to agreements made and to be performed within the State of Delaware, without giving effect to any choice-of-law provisions thereof that
would compel the application of the substantive laws of any other jurisdiction.


 


6.14 Consent to Jurisdiction;
Waiver of Trial by Jury. 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 6.5 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 6.14. 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 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.


 


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    17


     


    

 


IN WITNESS WHEREOF, the parties
have caused this Amended and Restated Registration Rights Agreement to be executed and delivered by their duly authorized representatives
as of the date first written above.


 


	 	COMPANY:
	 	 
	 	Roth CH II Acquisition Co.
	 	 
	 	By:	/s/ Byron Roth
	 	Name: 	Byron Roth
	 	Title:	Chairman & CEO



 


[Signature Page to A&R
Registration Rights Agreement]


 






    


     


    

 


	 	PRE-BC INVESTORS:
	 	 	 
	 	CR FINANCIAL HOLDINGS, INC.
	 	 	 
	 	By:	/s/ Byron Roth
	 	Name:	Byron Roth
	 	Title:	Chief Executive Officer
	 	Address:	888 San Clemente Drive, Suite 400

Newport Beach, CA 92660
	 	 	 
	 	CHLM SPONSOR-1 LLC
	 	 
	 	By:	/s/ Steve Dyer
	 	Name:	Steve Dyer
	 	Title:	Chief Executive Officer
	 	Address:	
    222 South 9th Street, Suite 350

    Minneapolis, MN 55402

	 	 
	 	AMG TRUST ESTABLISHED JANUARY 23, 2007
	 	 
	 	By:	/s/ Aaron Gurewitz
	 	Name:	Aaron Gurewitz
	 	Title:	Trustee
	 	Address:	888 San Clemente Drive, Suite 400

Newport Beach, CA 92660
	 	 	 
	 	 	 
	 	By:	/s/ Byron Roth
	 	Name:	Byron Roth
	 	Address:	888 San Clemente Drive, Suite 400

Newport Beach, CA 92660
	 	 	 
	 	 
	 	 	 
	 	By:	/s/ Gordon Roth
	 	Name:  	Gordon Roth
	 	Address:	888 San Clemente Drive, Suite 400

Newport Beach, CA 92660
	 	 	 
	 	 	 
	 	By:	/s/ John Lipman
	 	Name:  	John Lipman
	 	Address:	
    222 South 9th Street, Suite 350

    Minneapolis, MN 55402




 


[Signature Page to A&R
Registration Rights Agreement]


 






    


     


    




 


	 	By:	/s/ Theodore Roth
	 	Name:  	Theodore Roth
	 	Address:	888 San Clemente Drive, Suite 400

Newport Beach, CA 92660



 


 





	 	By:	/s/ Nazan Akdeniz
	 	Name:  	Nazan Akdeniz
	 	Address:	888 San Clemente Drive, Suite 400

Newport Beach, CA 92660


 


 



	 	By:	/s/ Louis J. Ellis III
	 	Name:  	Louis J. Ellis III
	 	Address:	888 San Clemente Drive, Suite 400

Newport Beach, CA 92660



 


 


	 	By:	/s/ Molly Montgomery
	 	Name:  	Molly Montgomery
	 	Address:	
    c/o Roth CH Acquisition I Co.

    888 San Clemente
    Drive, Suite 400

    Newport Beach, CA 92660

	 	 	 
	 	 	 
	 	By:	/s/ Adam Rothstein
	 	Name:  	Adam Rothstein
	 	Address:	
    c/o Roth CH Acquisition I Co.

    888 San Clemente
    Drive, Suite 400

    Newport Beach, CA 92660

	 	 	 
	 	HAMPSTEAD PARK CAPITAL MANAGEMENT, LLC
	 	 
	 	By:	/s/ Daniel Friedberg
	 	Name:  	Daniel Friedberg
	 	Title:	Managing Member
	 	Address:	
    c/o Roth CH Acquisition I Co.

    888 San Clemente
    Drive, Suite 400

    Newport Beach, CA 92660




 



[Signature Page to A&R
Registration Rights Agreement]


 






    


     


    

 


	RESERVOIR INVESTORS:


 






    


     


    

 


	Name of Holder:	Asteya Partners Delaware, LP	 




 


	Signature of Authorized Signatory of Holder:	/s/ Ali Hedayat	 




 


	Name of Authorized Signatory:	Ali Hedayat	 




 





	Title of Authorized Signatory:	Managing Director	 


 


Address: One St Clair Avenue East, suite 608, Toronto Canada M4T
2V7





 


[SIGNATURE PAGES CONTINUE]


 






    


     


    

 


	Name of Holder:	Asteya Capital Fund I LP	 




 


	Signature of Authorized Signatory of Holder:	/s/ Ali Hedayat	 




 


	Name of Authorized Signatory:	Ali Hedayat	 




 





	Title of Authorized Signatory:	Managing Director	 


 


Address: One St Clair Avenue East, suite 608, Toronto Canada M4T
2V7





 


[SIGNATURE PAGES CONTINUE]


 






    


     


    

 


	Name of Holder:	Canareal II Corporation	 




 


	Signature of Authorized Signatory of Holder:	/s/ Vahid Noshirvani	 




 


	Name of Authorized Signatory:	Vahid Noshirvani	 




 





	Title of Authorized Signatory:	President	 


 


Address: 1356 Beverly Road, Suite 250, Mclean, VA, 22101





 


[SIGNATURE PAGES CONTINUE]


 






    


     


    

 


[SIGNATURE PAGE OF HOLDERS TO RRA)


 


	Name of Holder:	HIGHGATE INVESTMENTS LLC	 




 


	Signature of Authorized Signatory of Holder:	/s/ Ronald Stem	 




 


	Name of Authorized Signatory:	Ronald Stem	 




 





	Title of Authorized Signatory:	Authorized Signatory	 


 


Address: 2900-650 West Georgia Street, Vancouver, BC V6B 4N8





 



[SIGNATURE PAGES CONTINUE]



 


[Signature Page to Registration Rights Agreement]


 






    


     


    

 


	Name of Holder:	Wesbild Inc.	 




 


	Signature of Authorized Signatory of Holder:	/s/ Hassan Khosrowshahi	 




 


	Name of Authorized Signatory:	Hassan Khosrowshahi	 




 





	Title of Authorized Signatory:	Chairman	 


 


Address: 75 Varick Street. 9th Floor, New York. NY 10013





 



[SIGNATURE PAGES CONTINUE]



 






    


     


    

 


	Name of Holder:	Joel Herold	 




 


	Signature of Authorized Signatory of Holder:	/s/ Joel Herold	 




 


	Name of Authorized Signatory:	Joel Herold	 




 





	Title of Authorized Signatory:	 	 


 


Address: 75 Varick Street. 9th Floor, New York. NY 10013





 



[SIGNATURE PAGES CONTINUE]



 







    


     


    

 


	Name of Holder:	RS Reservoir, LLC	 




 


	Signature of Authorized Signatory of Holder:	/s/ Ryan P. Taylor	 




 


	Name of Authorized Signatory:	Ryan P. Taylor	 




 





	Title of Authorized Signatory:	Authorized Person	 


 


Address: 375 Hudson Street 12th Floor, New York, New York 10014





 



[SIGNATURE PAGES CONTINUE]