Exhibit 10.4


 


REGSTRATION RIGHTS AGREEMENT


 


This Registration Rights Agreement
(this “Agreement”) is made and entered into as of April 14, 2021 between Roth CH Acquisition II Co., a Delaware corporation
(the “Company”), and each of the several subscribers signatory hereto (each such Subscriber, a “Subscriber”
and, collectively, the “Subscribers”).


 


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


 


The Company and each Subscriber
hereby agrees as follows:


 


1.        Definitions.


 


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


 


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


 


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


 


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


 


“Effectiveness
Date” means, with respect to the Initial Registration Statement required to be filed hereunder, the earlier of (a) the 60th
calendar day following the Closing Date (or, in the event the Commission notifies the Company that it will “review” the Registration
Statement, the 90th calendar day following the date hereof) and (b) the later of (i) the 2nd Trading Day following
the consummation of the Transaction and (ii) the fifth (5th) Trading Day following the date that the Company is notified (orally
or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not
be subject to further review, and with respect to any additional Registration Statements which may be required pursuant to Section 2(c)
or Section 3(c), the 60th calendar day following the date on which an additional Registration Statement is required to be filed
hereunder; provided, however, if such Effectiveness Date falls on a day that is not a Business Day, then the Effectiveness
Date shall be the next succeeding business day; provided, further, that if the Commission is closed for operations due to a government
shutdown, the Effectiveness Date shall be extended by the same amount of days that the Commission remains closed for operations.


 






    


     


    

 


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


 


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


 


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


 


“Filing
Date” means, with respect to the Initial Registration Statement required hereunder, the 5th Trading Day following
the date on which the Company first files the Proxy Statement with the Commission and, with respect to any additional Registration Statements
which may be required pursuant to Section 2(c) or Section 3(c), the earliest practical date on which the Company is permitted by SEC Guidance
to file such additional Registration Statement related to the Registrable Securities.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Proxy
Statement” means the Proxy Statement to be filed in connection with the solicitation of proxies from holders of the Company
for the matters to be acted upon at the stockholder meeting approving the Transaction.


 






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“Registrable
Securities” means, as of any date of determination, (a) all Shares and (b) any securities issued or then issuable upon any stock
split, dividend or other distribution, recapitalization or similar event with respect to the foregoing; provided, however, that
any such Registrable Securities shall cease to be Registrable Securities (and the Company shall not be required to maintain the effectiveness
of any, or file another, Registration Statement hereunder with respect thereto) until the earlier of such time as (i) they have been sold
thereunder or pursuant to Rule 144 or (iii) it has been three years from the Closing Date.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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2.        Shelf
Registration.


 


(a)               On
or prior to each Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of
all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on
a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall contain (unless otherwise directed by at
least 51% in interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A and
substantially the “Selling Stockholder” section attached hereto as Annex B; provided, however,
that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written
consent. If the Commission requests that any Holder be identified as a statutory underwriter in the Registration Statement, such
Holder will have an opportunity to withdraw its Registrable Securities from the Registration Statement. For as long as the
Registration Statement shall remain effective pursuant to this Section 2(a), the Company will use commercially reasonable efforts to
(1) file all reports, and provide all customary and reasonable cooperation, necessary to enable the undersigned to resell the
Registration Securities pursuant to the Registration Statement or Rule 144 of the Securities Act (when Rule 144 of the Securiteis
Act becomes available to each Holder), as applicable, (2) qualify the Shares for listing on Nasdaq, and (3) update or amend the
Registration Statement as necessary to include the Registrable Securities. Subject to the terms of this Agreement, the Company shall
use its commercially reasonable efforts to cause a Registration Statement filed under this Agreement (including, without limitation,
under Section 3(c)) to be declared effective under the Securities Act as promptly as practicable after the filing thereof, but in
any event no later than the applicable Effectiveness Date, and shall use its commercially reasonable efforts to keep such
Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by
such Registration Statement (i) have been sold thereunder or pursuant to Rule 144, (ii) may be sold pursuant to Rule 144 without
volume or manner-of-sale restrictions and without current public information (including pursuant to Rule 144(i)(2)), as reasonably
determined by the counsel to the Company; or (iii) three years from the Closing Date (the “Effectiveness
Period”). The Company shall request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Business
Day. The Company shall promptly notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on
the same Business Day that the Company confirms effectiveness with the Commission, which shall be the date requested for
effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the second Business Day after the
effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Nevertheless,
the Company’s obligations to include the Registrable Securities in a registration statement are contingent upon Subscriber
furnishing in writing to the Company such other information regarding Subscriber, the securities of the Company held by Subscriber
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 Subscriber shall execute such documents in connection with such registration as the
Company may reasonably request that are customary of a selling stockholder in similar situations.


 






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


 


(c)              
Notwithstanding any other provision of this Agreement, if the Commission or any SEC Guidance
sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement, the
number of securities to be registered on such Registration Statement will be reduced as follows:



 


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


 


Second,
the Company shall reduce the Registrable Securities pro rata among all such Selling Stockholders whose securities are included
in such Registration Statement;


 


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


 


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


 


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


 






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3.        Registration
Procedures.


 


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


 


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


 


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


 






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


 


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


 


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


 






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


 


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


 


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


 


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


 






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


 


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


 


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


 






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5.        Indemnification.


 


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


 






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


 


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


 






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


 


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


 






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


 


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


 


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


 


6.        Miscellaneous.


 


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


 


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


 






    13


     


    

 


(c)              
Compliance. Subject to Section 3(j), each Holder covenants and agrees that it will comply with the prospectus delivery requirements
of the Securities Act as applicable to it (unless an exemption therefrom is available) in connection with sales of Registrable Securities
pursuant to a Registration Statement.


 


(d)              
Discontinued Disposition. By its acquisition of Registrable Securities, each Holder agrees that, upon receipt of a notice
from the Company of the occurrence of any event of the kind described in Section 3(d)(iii) through (vi), such Holder will forthwith discontinue
disposition of such Registrable Securities under a Registration Statement until it is advised in writing (the “Advice”)
by the Company that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed. The Company will
use its commercially reasonable efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable. The Company
agrees and acknowledges that any periods during which the Holder is required to discontinue the disposition of the Registrable Securities
hereunder shall be subject to the provisions of Section 2(d).


 


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


 


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


 


(g)               Successors
and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of
the parties and shall inure to the benefit of each Holder. The Company may not assign (except by merger) its rights or obligations
hereunder without the prior written consent of all of the Holders of the then outstanding Registrable Securities. Each Holder may
assign their respective rights hereunder in the manner and to the Persons as permitted under Section 6.6 of the Subscription
Agreements.


 






    14


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 






    15


     


    

 


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


 


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


 


(Signature
Pages Follow)


 






    16


     


    

 


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


 


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




 


[SIGNATURE PAGE OF HOLDERS FOLLOWS]






     


    

 


 



 


[SIGNATURE
PAGE OF HOLDERS TO ROCC RRA]


 


 


Name of Holder: __________________________


 


Signature of Authorized Signatory of Holder: __________________________


 


Name of Authorized Signatory: _________________________


 


Title of Authorized Signatory: __________________________


 


[SIGNATURE PAGES CONTINUE]


 



     


     


    




 





Annex A


 


Plan of Distribution


 


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


 


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



 


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



 


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



 


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



 


		·	privately negotiated transactions;



 


		·	settlement of short sales;



 


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



 


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



 


		·	a combination of any such methods of sale; or



 


		·	any other method permitted pursuant to applicable law.



 


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


 


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


 






     


     


    

 


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


 


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


 


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


 


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


 


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


 


 



    2


     


    







 


SELLING STOCKHOLDER


 


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


 


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


 


The third column lists the
shares of common stock being offered by this prospectus by the Selling Stockholders.


 


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


 


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


 






    3


     


    




 


	Name of Selling Stockholder	Number of shares of

 Common Stock Owned 

Prior to Offering	Maximum Number of 

shares of Common Stock 

to be Sold Pursuant to this 

Prospectus	Number of shares of 

Common Stock Owned 

After Offering



 






    4


     


    

 


Annex C


 


Selling Stockholder Notice and Questionnaire


 


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


 


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


 


NOTICE


 


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


 






     


     


    

 


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


 


QUESTIONNAIRE


 


		1.	Name.



 


		(a)	Full Legal Name of Selling Stockholder
	 	 	 
	 


 


		(b)	Full Legal Name of Registered Holder (if not the same as (a) above) through which Registrable Securities
are held:
	 	 	 
	 


 


		(c)	Full Legal Name of Natural Control Person (which means a natural person who directly or indirectly alone
or with others has power to vote or dispose of the securities covered by this Questionnaire):
	 	 	 
	 


 


 


2. Address for Notices to Selling Stockholder:


 


	 
	 
	 






	 	Telephone:
	 	 
	 	Fax:
	 	 
	 	Contact Person:
	 	 


 


3. Broker-Dealer Status:


 


		(a)	Are you a broker-dealer?



 


Yes    ̈
                 No    ̈


 






     


     


    

 


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



 


Yes    ̈
                 No    ̈


 


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




 


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



 


Yes    ̈
                 No    ̈


 


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



 


Yes    ̈
                 No    ̈


 


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




 


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


 


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


 


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



 


	 	 	 
	 	 	 


 






     


     


    

 


5. Relationships with the Company:


 


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


 


State any exceptions here:


 


	 	 
	 	 


 


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


 


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


 


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


 


	Date:	 	 	Beneficial Owner:	 




 


	                  	By:	 
	 	 	Name:	 
	 	 	Title:	 




 


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


 


Norwood Beveridge at Loeb & Loeb LLP, email:
nbeveridge@loeb.com