Item 1.01. Entry into a Material Definitive Agreement
On November 16, 2020, Roth CH Acquisition I Co., a Delaware
corporation (“ROCH”), Roth CH Acquisition I Co. Parent Corp., a Delaware corporation (“ParentCo”),
Roth CH Merger Sub LLC, a Delaware limited liability company (“Merger Sub LLC”), Roth CH Merger Sub Corp., a
Delaware corporation (“Merger Sub Corp”) and PureCycle Technologies LLC, a Delaware limited liability company
(“PCT”), entered into an agreement and plan of merger (the “Merger Agreement”) pursuant to
which ROCH will acquire PCT for consideration of a combination of shares in ParentCo and assumption of indebtedness (as further
explained below). The terms of the Merger Agreement, which contains customary representations and warranties, covenants, closing
conditions and other terms relating to the mergers and the other transactions contemplated thereby, are summarized below. Capitalized
terms used in this Current Report on Form 8-K but not otherwise defined herein have the meanings given to them in the Merger Agreement.
The Merger Agreement
Structure of the Transaction
The acquisition is structured as a “double dummy”
transaction, resulting in the following:
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(a)
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Each of ParentCo, Merger Sub Corp and Merger Sub LLC are newly formed entities that were formed for the sole purpose of entering into and consummating the transactions set forth in the Merger Agreement. ParentCo is a wholly-owned direct subsidiary of ROCH and both Merger Sub LLC and Merger Sub Corp are wholly-owned direct subsidiaries of ParentCo.
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(b)
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Upon Closing: (i) Merger Sub Corp will merge with and into ROCH
(the “RH Merger”), with ROCH surviving the RH Merger as a wholly owned subsidiary of ParentCo (the “ROCH
Surviving Company”); (ii) simultaneously with the RH Merger, Merger Sub LLC will merge with and into PCT (the “PCT
Merger”), with PCT surviving the PCT Merger as a wholly-owned subsidiary of ParentCo (the “PCT Surviving Company”);
and (iii) following the PCT Merger, ParentCo will contribute to the PCT Surviving Company the proceeds of the PIPE Placement (as
defined below), other than the par value of the ROCH Common Stock, which will have been disbursed to ROCH, within two days following
the Closing. ROCH Surviving Company will acquire, and ParentCo will contribute to ROCH Surviving Company (the “ParentCo
Contribution”) all units of the PCT Surviving Company directly held by ParentCo after the PCT Merger, such that, following
the ParentCo Contribution, the PCT Surviving Company will be a wholly-owned subsidiary of the ROCH Surviving Company (together
with the RH Merger, the PCT Merger and the other transactions related thereto, the “Proposed Transactions”).
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(c)
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Prior to or
contemporaneously with the execution of the Merger Agreement, several investors entered into certain subscription or unit
purchase agreements (collectively, the “Subscription Agreements”), pursuant to which such investors
purchased (in the case of membership units of PCT) and agreed to purchase (in the case of ROCH Common Stock) (i) membership
units of PCT at an effective price per ParentCo Common Share (as defined below) of approximately $8.35 per share for an
aggregate cash amount of approximately $60 million, and (ii) at Closing, ROCH Common Stock at a purchase price of $10.00 per
share, for an aggregate cash amount of $250 million, in each case to be exchanged for shares of ParentCo common stock, par
value $0.001 per share (“ParentCo Common Shares”) in the Proposed Transactions.
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(d)
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In addition, contemporaneously with the execution of the Merger Agreement, (i) certain holders of PCT’s membership units (“PCT Securityholders”) representing at least 70% of PCT’s outstanding membership interests entered into a Company Support Agreement (the “Company Support Agreement”), pursuant to which such PCT Securityholders agreed, among other things, to approve the Merger Agreement and the Proposed Transactions, and (ii) certain holders of ROCH’s common stock, par value $0.0001 per share (“ROCH Common Stock”), entered into a Founder Support Agreement (the “Founder Support Agreement”), pursuant to which, among other things, such holders of ROCH Common Stock agreed to approve the Merger Agreement and the Proposed Transactions.
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At the Closing of the transactions contemplated by the Merger
Agreement, certain PCT Securityholders representing at least 70% of PCT’s outstanding membership interests and certain holders
of ROCH Common Stock will also enter into an Investor Rights Agreement (the “Investor Rights Agreement”), which
is a closing condition of the parties to consummate the Proposed Transactions. Pursuant to the Investor Rights Agreement, such
PCT Securityholders have agreed to vote in favor of two board designees nominated by a majority of such holders of ROCH Common
Stock for a period of two years following the Closing Date (the “IRA Designees”), provided that in the event
a majority of the holders of the Pre-PIPE Shares (as defined below) choose to select one of the IRA Designees, the majority of
such holders of ROCH Common Stock will select one of the IRA Designees and such holders of the Pre-PIPE Shares will select the
other. The holders of the Pre-PIPE Shares may continue to select an IRA Designee until they no longer hold 10% or more of the
outstanding ParentCo Common Shares. Such PCT Securityholders have also agreed, subject to certain exceptions, not to transfer
ParentCo Common Shares received as PCT Merger Consideration (as defined below) except as follows:
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From and after the six-month
anniversary of the Closing Date, each Founder (as defined in the Merger Agreement) may sell up to 20% of such Founder’s ParentCo
Common Shares and each PCT Securityholder that is not a Founder may sell up to 33.34% of such PCT Securityholder’s ParentCo
Common Shares.
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From and after the one-year
anniversary of the Closing Date, each Founder may sell up to an additional 30% of such Founder’s ParentCo Common Shares and
each PCT Securityholder that is not a Founder may sell up to an additional 33.33% of such PCT Securityholder’s ParentCo Common
Shares.
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From and after the Ironton, Ohio plant becoming operational,
as certified by an independent engineering firm, each Founder may sell up to an additional 50% of such Founder’s ParentCo
Common Shares and each PCT Securityholder that is not a Founder may sell up to an additional 33.33% of such PCT Securityholder’s
shares of ParentCo Common Shares.
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Consideration
The aggregate consideration payable to the PCT Securityholders
for the Proposed Transactions (the “PCT Merger Consideration“) consists of ParentCo Common Shares issued on
the Closing Date (the “Share Consideration”), up to 4,000,000 additional ParentCo Common Shares upon the achievement
of certain targets (the “Earnout Shares“) and the assumption of all indebtedness related to (a) the Limited
Offering Memorandum, dated September 23, 2020 (in connection with the bond offering by Southern Ohio Port Authority to PureCycle:
Ohio LLC) and (b) the convertible senior notes and certain other indebtedness used to fund the construction of an industrial process
facility in Ironton, Ohio (collectively, the “Construction Indebtedness”) of PCT as of the Closing Date (the
“Assumed Indebtedness”).
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(a)
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Closing Share Consideration
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The Share Consideration for PCT Securityholders is the number
of shares of ParentCo Common Shares equal to the quotient of: (i) $835,000,000 divided by (ii) $10.00, subject to adjustment as
set forth in Section 2.3 of the Merger Agreement.
ROCH Common Stock, warrants and units issued and outstanding
immediately prior to the consummation of the Proposed Transactions will be exchanged for ParentCo securities on a one-for-one basis.
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(b)
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Contingency Consideration
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As a part of the overall PCT Merger Consideration, the PCT Securityholders
may be issued up to 4,000,000 additional Earnout Shares. Each of Target Price Earnout Shares (the “Target Price Shares”)
and Ironton plant Earnout Shares (the “Ironton Shares”), consist of 2,000,000 ParentCo Common Shares. The PCT
Securityholders will be entitled to the Target Price Shares if, starting six months after the Closing Date and prior to or as of
the third anniversary of the Closing Date, the closing price of the ParentCo Common Shares is greater than or equal to $18.00 over
any 20 trading days within any 30-trading day period. The PCT Securityholders will be entitled to the Ironton Shares upon the Ironton,
Ohio plant becoming operational, as certified by an independent engineering firm in accordance with criteria established in connection
with the incurrence of the Construction Indebtedness.
Upon the first Change in Control to occur during the Earnout
Period (as defined in the Merger Agreement), if the price per share paid or payable to the stockholders of ParentCo in connection
with such Change in Control is equal to or greater than $18.00, ParentCo will issue the Target Price Shares. Upon the first
Change in Control (substituting “80%” for “50%" in the definition thereof) to occur during the Earnout Period
(as defined in the Merger Agreement), if the price per share paid or payable to the stockholders of ParentCo in connection with
such Change in Control is equal to or greater than $10.00 per share, ParentCo will issue the Ironton Shares.
Proxy Statement/Prospectus and Stockholder Meeting
As promptly as practicable after the date of the Merger Agreement,
(i) ROCH will prepare and file with the Securities and Exchange Commission (the “SEC”) the proxy statement/prospectus
(as amended or supplemented from time to time, the “Proxy Statement/Prospectus”) to be sent to the stockholders
of ROCH soliciting proxies from such stockholders to obtain the Acquiror Stockholder Approval (as defined in the Merger Agreement)
at the meeting of ROCH’s stockholders and (ii) ParentCo and ROCH will prepare and file with the SEC a registration statement
on Form S-4 or such other applicable form (the “Form S-4”), in which the Proxy Statement/Prospectus will be
included as a prospectus, in connection with the registration under the Securities Act of 1933, as amended (the “Securities
Act”), of the ParentCo securities issuable in connection with the Proposed Transactions.
Closing
The Closing will be on a date to be specified by ROCH and PCT,
but in no event later than two Business Days following the satisfaction or waiver of all of the closing conditions. It is expected
that the Closing will occur in the first quarter of 2021.
Representations, Warranties and Covenants
The Merger Agreement contains customary representations, warranties
and covenants of (a) PCT and (b) ParentCo, ROCH, Merger Sub Corp and Merger Sub LLC relating to, among other things, their ability
and authority to enter into the Merger Agreement and their capitalization.
Conditions to Closing
General Conditions
The obligation of the parties to consummate the Proposed Transactions
is conditioned on, among other things, the satisfaction or waiver (where permissible) by ROCH and PCT of the following conditions,
(a) the stockholders of ROCH have approved and adopted the ROCH Stockholder Approval; (b) absence of a Closing Legal Impediment
(as defined in the Merger Agreement); (c) the waiting period for the HSR Filing has expired or been terminated; (d) after giving
effect to all redemptions of ROCH Public Shares pursuant to the Offer, the net tangible assets held by ROCH in the aggregate shall
be equal to at least $5,000,001; (e) the ParentCo Common Shares shall have been approved for listing on the Nasdaq Capital Market;
(f) the Form S-4 has been effective and no stop order suspending the effectiveness of the Form S-4 is in effect and no proceedings
for that purpose is pending before or threatened by the SEC; and (g) the PIPE Placement has been consummated pursuant to the applicable
Subscription Agreements.
ParentCo, ROCH, Merger Sub Corp and Merger Sub LLC Conditions
to Closing
The obligations of ParentCo, ROCH, Merger Sub Corp and Merger
Sub LLC to consummate the Proposed Transactions are subject to the satisfaction or waiver by ROCH (where permissible) of, among
others, the following additional conditions:
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The (i) Fundamental Representations are true and correct in all material respects at and as of the Closing Date as though such Fundamental Representations were made at and as of the Closing Date (other than in the case of any representation or warranty that by its terms addresses matters only as of another specified date, which shall be so true and correct only as of such specified date), except to the extent of changes or developments contemplated by the terms of the Merger Agreement and (ii) representations and warranties set forth in Article III (other than the Fundamental Representations), without giving effect to materiality, Material Adverse Effect or similar qualifications, are true and correct in all respects at and as of the Closing Date as though such representations and warranties were made at and as of the Closing Date (other than in the case of any representation or warranty that by its terms addresses matters only as of another specified date, which will be so true and correct only as of such specified date), except to the extent (A) of changes or developments contemplated by the terms of the Merger Agreement and (B) the failure of such representations and warranties to be true and correct would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (the “PCT Representation Condition”).
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PCT shall have performed or complied in all material respects with all agreements and covenants required by the Merger Agreement to be performed or complied with by it on or prior to the consummation of the PCT Merger (the “PCT Covenant Condition”).
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There has been no event that is continuing that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (the “PCT MAE Condition”).
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PCT shall have delivered to ROCH a certificate, dated the Closing Date, signed by the chief executive officer or the chief financial officer of PCT, certifying as to the satisfaction of the PCT Representation Condition, the PCT Covenant Condition and the PCT MAE Condition (as it relates to PCT).
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PCT shall have delivered a certificate, signed by an officer of PCT, certifying that true, complete and correct copies of the Organizational Documents of PCT and each of its Subsidiaries, as in effect on the Closing Date, are attached to such certificate.
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PCT shall have delivered to ROCH a certificate, dated the Closing
Date, signed by the Secretary of PCT certifying as to the resolutions of PCT’s Board of Directors and the requisite PCT Securityholders
authorizing and approving the Proposed Transactions.
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PCT shall have delivered, or cause to be delivered, to ROCH
and ParentCo counterpart signatures of at least 70% of the PCT Securityholders to execute the Investor Rights Agreement.
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PCT Conditions to Closing
The obligations of PCT to consummate the Proposed Transactions
are subject to the satisfaction or waiver (where permissible) by PCT, among others, of the following additional conditions:
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The representations and warranties of the Acquiror Parties set forth in the Merger Agreement are true and correct in all material respects, as of its date and as of the Closing Date, except (i) to the extent of changes or developments contemplated by the terms of the Merger Agreement and (ii) for such representations and warranties that speak as of a specific date or time (which need be true and correct only as of such date or time) (the “ROCH Representation Condition”).
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Each of ParentCo, ROCH, Merger Sub Corp and Merger Sub LLC, respectively, shall have performed or complied in all material respects with all agreements and covenants required by the Merger Agreement to be performed or complied with by it on or prior to the consummation of the PCT Merger (the “ROCH Covenant Condition”).
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There has been no event that is continuing that would individually, or in the aggregate, reasonably be expected to have an Acquiror Material Adverse Effect (the “ROCH MAE Condition”).
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ROCH shall have delivered to PCT a certificate, dated the Closing Date, signed by an authorized officer of ROCH, certifying as to the satisfaction of the ROCH Representation Condition, the ROCH Covenant Condition and the ROCH MAE Condition.
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ROCH shall have delivered to PCT, dated the Closing Date, signed by the Secretary of ROCH certifying as to the resolutions of ParentCo’s, ROCH’s, Merger Sub Corp’s and Merger Sub LLC’s respective board of directors unanimously authorizing and approving the Proposed Transactions and respective stockholders or members, as applicable, authorizing and approving the Proposed Transactions.
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The individuals set forth on an exhibit to the Merger Agreement shall have been appointed to the board of directors of ParentCo effective as of the Closing.
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ROCH and ParentCo shall have delivered to PCT a counterpart
signature of the Investor Rights Agreement executed by ParentCo.
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The Available Cash shall be equal to or greater than $250,000,000.
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ParentCo shall have delivered a joinder to the Note Purchase Agreement, dated as of October
6, 2020, by and between PCT and the entities listed on Schedule A thereto.
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Except for shares of ROCH Common Stock issued pursuant to the Subscription Agreements, from the date of the Merger Agreement through the Closing, no shares of ROCH Common Stock shall have been issued to any Person in an amount or on terms other than those approved with the prior written consent of PCT.
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Termination
The Merger Agreement may be terminated at any time by PCT or
ROCH, respectively, as follows:
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(a)
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By ROCH or PCT, if (i) ROCH and PCT provide mutual written consent;
(ii) the RH Merger does not occur on or before May 31, 2021 (the “Outside Date”) (provided, however, that the
right to terminate the Merger Agreement under the clause described in this section (ii) will not be available to a party if the
inability to satisfy such conditions was due to the failure of such party to perform any of its obligations under the Merger Agreement;
(iii) if any Closing Legal Impediment (as defined in the Merger Agreement) is in effect and has become final and nonappealable;
or (iv) if the ROCH Stockholder Approval is not adopted and approved.
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(b)
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By PCT if (i) the covenants provided in Section 7.3 and Section
7.4 of the Merger Agreement are not fulfilled as provided therein or (ii) ROCH’s board of directors or any committee thereof
has withdrawn or modified, or publicly proposed or resolved to withdraw or modify in a manner adverse to PCT, the recommendation
of ROCH’s board of directors that the ROCH stockholders vote in favor of the Voting Matters.
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(c)
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By PCT upon written notice to ROCH, in the event of a breach of any representation, warranty, covenant or agreement on the part of the Acquiror Parties, such that the conditions specified in Section 8.3 of the Merger Agreement would not be satisfied at the Closing, and which, (i) with respect to any such breach that is capable of being cured, is not cured by the Acquiror Parties within 30 days after receipt of written notice thereof, or (ii) is incapable of being cured prior to the Outside Date; provided, that PCT will not have the right to terminate if it is then in breach of any of its representations, warranties, covenants or agreements set forth in the Merger Agreement.
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(d)
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By ROCH upon written notice to PCT, in the event of a breach of any representation, warranty, covenant or agreement on the part of PCT, such that the conditions specified in Section 8.2 of the Merger Agreement would not be satisfied at the Closing, and which, (i) with respect to any such breach that is capable of being cured, is not cured by PCT within 30 days after receipt of written notice thereof, or (ii) is incapable of being cured prior to the Outside Date; provided, that ROCH will not have the right to terminate the Merger Agreement if it is then in breach of any of its representations, warranties, covenants or agreements set forth in the Merger Agreement or if PCT has filed (and is then pursuing) an action seeking specific performance.
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A copy of the Merger Agreement is filed with this Current
Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference. The foregoing description of the Merger Agreement
is qualified in its entirety by reference to the full text of the Merger Agreement filed with this Current Report on Form
8-K. The Merger Agreement is included to provide investors and security holders with information regarding its terms. It is
not intended to provide any other factual information about ROCH, PCT or the other parties thereto. In particular, the
assertions embodied in representations and warranties by PCT, ParentCo, ROCH, Merger Sub Corp and Merger Sub LLC contained in
the Merger Agreement are qualified by information in the disclosure schedules provided by the parties in connection with the
signing of the Merger Agreement. These disclosure schedules contain information that modifies, qualifies and creates
exceptions to the representations and warranties set forth in the Merger Agreement. Moreover, certain representations and
warranties in the Merger Agreement were used for the purpose of allocating risk between the parties, rather than establishing
matters as facts. Accordingly, investors and security holders should not rely on the representations and warranties in the
Merger Agreement as characterizations of the actual state of facts about PCT, ParentCo, ROCH, Merger Sub Corp and Merger Sub
LLC.
Founder Support Agreement
Contemporaneously with the execution of the Merger Agreement,
certain holders of the ROCH Common Stock entered into the Founder Support Agreement, pursuant to which such holders agreed to approve
the Merger Agreement and the Proposed Transactions.
The foregoing description of the Founder Support Agreement is
qualified in its entirety by reference to the full text of Founder Support Agreement, a copy of which is included as Exhibit 10.1
to this Current Report on Form 8-K, and incorporated herein by reference.
Company Support Agreement
Contemporaneously with the execution of the Merger Agreement,
certain PCT Securityholders entered into the Company Support Agreement, pursuant to which such PCT Securityholders agreed to approve
the Merger Agreement and the Proposed Transactions.
The foregoing description of the Company Support Agreement is
qualified in its entirety by reference to the full text of Company Support Agreement, a copy of which is included as Exhibit 10.2
to this Current Report on Form 8-K, and incorporated herein by reference.
Subscription Agreements and PIPE Registration Rights Agreements
In connection with the Proposed Transactions, accredited
investors (each a “Subscriber”) (i) have purchased prior to the date of the Merger Agreement membership
units of PCT at an effective price per ParentCo Common Share of approximately $8.35 per share for an aggregate cash amount of
approximately $60 million (the “Pre-PIPE Shares”) in a private placement (the “Pre-PIPE
Placement”) and (ii) have committed to purchase, on a transitory basis simultaneously with the consummation of the
Proposed Transactions, shares of ROCH Common Stock at a purchase price of $10.00 per share for an aggregate cash amount of
$250 million (the “PIPE Shares”) in a private placement (the “PIPE Placement”), all of
which will be exchanged for ParentCo Common Shares in connection with the Closing. Certain offering related expenses are
payable by ROCH and PCT, including customary fees payable to the placement agents: Craig-Hallum, Oppenheimer & Co. and
Roth Capital Partners, LLC. Such commitments have been made by way of the Subscription Agreements, by and among each
Subscriber and PCT or ROCH, as the case may be. The purpose of the sale of the Pre-PIPE Shares and the PIPE Shares is to
raise additional capital for use in connection with the PCT business and the Proposed Transactions and, in the case of the
PIPE Shares, to meet the minimum cash requirements provided in the Merger Agreement. The Subscription Agreements for the PIPE
Placement were entered into contemporaneously with the execution of the Merger Agreement and that the proceeds to be
deposited into escrow by the Subscribers will be released to ParentCo (other than the par value of the PIPE Shares, which
will be released to ROCH) in connection with the issuance of ParentCo Common Shares as part of the RH Merger concurrent with
the closing of the Proposed Transactions.
The PIPE Shares are identical to the shares of ROCH Common
Stock that will be held by ROCH’s public stockholders at the time of the Closing, other than the PIPE Shares, when initially
issued by ROCH in connection with the PIPE Closing, may not be registered with the SEC.
The closing of the sale of PIPE Shares (the “PIPE Closing”)
will be contingent upon the substantially concurrent consummation of the Proposed Transactions. The PIPE Closing will occur on
the date of and simultaneously with the consummation of the RH Merger. The PIPE Closing will be subject to customary conditions,
including:
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ParentCo’s initial listing application with the Nasdaq Capital Market in connection with the Proposed Transactions shall have been approved and, immediately following the Closing, ParentCo shall satisfy any applicable initial and continuing listing requirements of the Nasdaq Capital Market and ParentCo shall not have received any notice of non-compliance therewith, and the ParentCo Common Shares shall have been approved for listing on the Nasdaq Capital Market;
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all representations and warranties of ROCH and the Subscriber contained in the relevant Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined in the Subscription Agreements)), which representations and warranties shall be true in all respects) at, and as of, the PIPE Closing; and
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as of the Closing Date, there has been no material adverse change
in the business, properties, financial condition, stockholders’ equity or results of operations of ROCH and its subsidiaries
taken as a whole since the date of the Subscription Agreement (other than the election by holders of the ROCH Class A Common Stock
to exercise redemption rights in connection with the special meeting of ROCH’s stockholders to approve the Proposed Transactions).
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all conditions precedent to the Closing of the Proposed Transactions, including the approval by ROCH’s stockholders, shall have been satisfied or waived.
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Each applicable Subscription Agreement will terminate upon the
earlier to occur of (w) such date and time as the Merger Agreement is terminated in accordance with its terms, (x) upon the mutual
written agreement of each of the parties to such Subscription Agreement, (y) any of the conditions to the PIPE Closing are not
satisfied or waived on or prior to the PIPE Closing and, as a result thereof, the transactions contemplated by such Subscription
Agreement are not consummated at the PIPE Closing or (z) May 31, 2021.
Pursuant to the Subscription Agreements and PIPE Registration
Rights Agreement, ROCH agreed to file (at ROCH’s sole cost and expense) a registration statement registering the resale of
the ParentCo Common Shares issuable in respect of the Pre-PIPE Shares and the PIPE Shares (the “PIPE Resale Registration
Statement”) with the Securities and Exchange Commission (the “SEC”) no later than the 10th calendar
day following the date the ROCH first files the Proxy Statement/Prospectus with the SEC, unless such shares will be the subject
of registration under the Proxy Statement/Prospectus in the Form S-4. ROCH will use its commercially reasonable efforts to have
the PIPE Resale Registration Statement declared effective at the same time that ROCH has cleared comments with the SEC on the Proxy
Statement/Prospectus, but no later than the 60th calendar day following the Closing Date (or, in the event the
SEC notifies ROCH that it will “review” the PIPE Resale Registration Statement, the 90th calendar day
following the date thereof) (the “Effectiveness Date”).
Under certain circumstances, additional payments by ROCH or
ParentCo (as applicable) may be assessed with respect to the Pre-Pipe Shares and PIPE Shares in the event that (i) the PIPE Resale
Registration Statement has not been filed with the SEC by the closing date; (ii) the PIPE Resale Registration Statement has not
been declared effective by the SEC by the Effectiveness Date; (iii) the PIPE Resale Registration Statement is declared effective
by the SEC but thereafter ceases to be effective or is suspended for more than fifteen (15) consecutive calendar days or more than
an aggregate of twenty (20) calendar days (which need not be consecutive calendar days) during any 12-month period; or (iv) ROCH
or ParentCo (as applicable) fails for any reason to satisfy the current public information requirement under Rule 144(c) under
the Securities Act of 1933, as amended (the “Securities Act”) and the Pre-Pipe Shares and PIPE Shares are not
then registered for resale under the Securities Act during the period commencing from the twelve (12) month anniversary of the
closing and ending at such time that all of the Pre-Pipe Shares and PIPE Shares may be sold without the requirement for ROCH or
ParentCo (as applicable) to be in compliance with Rule 144(c)(1) under the Securities Act and otherwise without restriction or
limitation pursuant to Rule 144 under the Securities Act. The additional payments by ROCH or ParentCo (as applicable) will accrue
on the applicable Pre-Pipe Shares and PIPE Shares at a rate of 1.0% of the aggregate purchase price paid for such shares per month,
subject to certain terms and limitations (including a cap of 6.0% of the aggregate purchase price paid for such shares pursuant
to the Subscription Agreements).
The foregoing descriptions of the Subscription Agreements (in
the case of the PIPE Shares) and the PIPE Registration Rights Agreement are qualified in their entirety by reference to the full
text of the Form of the Subscription Agreement and the Form of PIPE Registration Rights Agreement, copies of which are included
as Exhibits 10.3 and 10.4, respectively, to this Current Report on Form 8-K, and incorporated herein by reference.