Business Combination Agreement Waiver and Consent

As previously disclosed, (i) Roth CH Acquisition III Co., a Delaware corporation (“ROCR” or “Buyer”), (ii) Roth CH III Blocker Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of the ROCR (“Blocker Merger Sub”), (iii) BCP QualTek Investors, LLC, a Delaware limited liability company (the “Blocker”), (iv) Roth CH III Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of the ROCR (“Company Merger Sub”, and together with the ROCR and the Blocker Merger Sub, the “Buyer Parties”), (v) BCP QualTek HoldCo, LLC, a Delaware limited liability company ( “QualTek”), and (vi) BCP QualTek, LLC, a Delaware limited liability company, solely in its capacity as representative of the Blocker’s equityholders and QualTek’s equityholders (the “Equityholder Representative”), entered into a Business Combination Agreement (the “Business Combination Agreement”). Pursuant to the terms of the Business Combination Agreement, (i) Blocker Merger Sub will be merged with and into the Blocker, with the Blocker surviving as a wholly owned subsidiary of ROCR, (ii) immediately thereafter, the Blocker will be merged with and into ROCR, with ROCR as the surviving company, and (iii) immediately thereafter, Company Merger Sub will be merged with and into QualTek, with QualTek as the surviving company (such mergers and the other transactions contemplated by the Business Combination Agreement, the “Business Combination”).

On January 14, 2022, the parties entered into a Waiver and Consent Agreement (the “Agreement”), pursuant to which the parties agreed to waive certain provisions and conditions and to provide consent to certain actions under the Business Combination Agreement and certain of the Ancillary Agreements (as defined in the Business Combination Agreement). Specifically, pursuant to the Agreement, ROCR (a) consented to and approved of QualTek entering into and performing its obligations and exercising its rights under the Pre-PIPE Amendment (as defined below), and consented to and approved any Permitted Backstop Issuance (as defined below), and (b) expressly waived any and all rights to notice or other rights or remedies ROCR may have as a result of QualTek entering into and performing its obligations or exercising its rights under the Pre-PIPE Amendment or any Permitted Backstop Issuance, and waived any breach or right to notice, event of default or right of termination or modification that would be caused by QualTek entering into or performing its obligations or exercising its rights under the Pre-PIPE Amendment or any Permitted Backstop Issuance. Additionally, pursuant to the Agreement, QualTek (a) consented to and approved of ROCR entering into and performing its obligations and exercising its rights under the PIPE Amendment (as defined below) and (b) expressly waived any and all rights to notice or other rights or remedies QualTek or the Blocker’s equityholders and QualTek’s equityholders may have as a result of ROCR entering into the PIPE Amendment and waived any breach or right to notice, event of default or right of termination or modification that would be caused by ROCR entering into or performing its obligations and exercising its rights under the PIPE Amendment.

A copy of the 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 Agreement is qualified in its entirety by reference to the full text of the Agreement filed with this Current Report on Form 8-K.

Amendment to Pre-PIPE Notes Purchase Agreement and Note

As previously disclosed, in connection with the proposed Business Combination, certain accredited investors (each a “Pre-PIPE Investor”) have purchased convertible notes of QualTek, as issuer (the “Notes Issuer”), in an aggregate principal amount of $44.4 million (the “Pre-PIPE Notes”) in a private placement, issuable pursuant to Note Purchase Agreements (the “Note Purchase Agreements”), among the Notes Issuer, ROCR and the Pre-PIPE Investors (the “Pre-PIPE Investment”).

On January 14, 2022, the Notes Issuer entered into an Acknowledgement, Waiver and Consent Agreement (the “Pre-PIPE Amendment”) with certain of the Pre-PIPE Investors, pursuant to which the parties agreed that the price per share at which the Pre-PIPE Notes will convert into shares of Class A Common Stock will be reduced from $8.00 per share to $6.40 per share in accordance with Section 3(a) of the Pre-PIPE Note.

Amendment to PIPE Subscription Agreements

Summary of Terms of the PIPE Amendment

As previously disclosed, in connection with the proposed Business Combination, ROCR has obtained commitments from certain accredited investors (each a “Subscriber”) to purchase shares of ROCR’s Class A Common Stock which will be issued in connection with the closing of the Business Combination (the “PIPE Shares”), for an aggregate cash amount of $66.1 million at a purchase price of $10.00 per share, in a private placement (the “PIPE Investment”). Such commitments were made by way of subscription agreements, by and between each Subscriber and ROCR (collectively, the “Subscription Agreements”).

On January 14, 2022, ROCR entered into Waiver and Amendment No. 1 (the “PIPE Amendment”), pursuant to which the purchase price in the PIPE Investment was reduced from $10.00 per share to $8.00 per share, and each Subscriber could elect to participate in the Permitted Backstop Issuance in lieu of all or any portion of such Subscriber’s subscription under their Subscription Agreement, pursuant to a term sheet for the Permitted Backstop Issuance summarized below. Each Susbcriber party to the PIPE Amendment also agreed to waive any rights with respect to the matters contemplated by, and approve and provide consent to, the PIPE Amendment, including with respect to the application of the per share price reduction and the Permitted Backstop Issuance.

Waiver and Consent Agreement to PIPE Amendment

On January 14, 2022, ROCR entered into a Waiver and Consent Agreement (the “PIPE Waiver”) with certain Subscribers that are related parties of QualTek and ROCR, including BCP QualTek LLC, Craig-Hallum Capital Group LLC (“Craig-Hallum”), an underwriter in ROCR’s initial public offering, certain officers and directors of ROCR and affiliates of ROCR’s management, pursuant to which these related party Susbcribers agreed to waive any and all rights to, and consent to, (a) participation in the per share price reduction to such Subscriber’s PIPE Investment, (b) participation in the Permitted Backstop Issuance in lieu of all or any portion of such Subscriber’s subscription under their Subscription Agreement and (c) the Permitted Backstop Issuance. Accordingly these Subscribers will continue to pay $10.00 per share pursuant to the terms of the Susbcription Agreements, which amount in the aggregate represents $20,015,000 or 2,001,500 shares.

Permitted Backstop Issuance

ROCR has signed a letter of intent and intends to enter into the Convertible Note Subscription Agreements (“Convertible Note Subscription Agreements”) between ROCR and certain institutional investors (collectively, the “Convertible Note Investors”), pursuant to which, the Convertible Note Investors, upon the terms and subject to the conditions set forth in the respective Convertible Note Subscription Agreements, will purchase from ROCR, and ROCR will issue to the Convertible Note Investors, subject to the terms and conditions of an indenture to be entered into between ROCR and Wilmington Trust, National Association, in its capacity as trustee thereunder (the “Indenture”), up to $123,042,500 in aggregate principal amount of unsecured Convertible Notes at a purchase price of 98.0% of the principal amount (the “Permitted Backstop Issuance”), which will be convertible into shares of ROCR Class A Common Stock at an initial conversion price of $10.00 (subject to adjustment) in accordance with the terms thereof, and shall mature five years after their issuance (the “Convertible Notes”). The Note Investors may convert their notes into shares of ROCR Class A Common Stock at any time. Certain offering-related expenses are payable by ROCR, including customary fees payable to the placement agents, Roth and Craig-Hallum, aggregating $5,000,000. The Convertible Notes will not be redeemable by ROCR.

Interest on the Convertible Notes will be payable in cash on a quarterly basis in arrears. The interest rate will be set quarterly based on gross last twelve months leverage with a minimum interest rate of 9.00% per annum and up to a maximum of 11.25% per annum as follows:

The initial and maximum conversion price (as may be adjusted, the “Conversion Price”) will be $10.00 per share. If ROCR’s shares of Class A Common Stock trade below the Conversion Price prior to the first anniversary of the closing date, then the Conversion Price will be reduced to be the lowest of $10.00 and (i) a Conversion Price per share equal to a 15.0% premium to the 10-day per share volume-weighted average price of the Class A Common Stock (“VWAP”) on The Nasdaq Stock Market (“Nasdaq”), for the 10-day period commencing the first trading day after the first quarterly earnings report following the closing date; (ii) a Conversion Price per share equal to a 15.0% premium to the 10-day VWAP for the 10-day period commencing the first trading day after the second quarterly earnings report following the closing date; and (iii) a Conversion Price per share equal to a 15.0% premium to the 10-day VWAP for the 10-day period commencing the first trading day after the first anniversary of the closing date, in each case subject to a minimum Conversion Price per share equal to $6.00.

The Convertible Notes may be converted by ROCR any time after the two-year anniversary of the closing date (the “Issuer Forced Conversion Date”) subject to the following conditions: (i) the ROCR share price trading at or above $14.00 for 20 out of any 30 consecutive trading days commencing after the Issuer Forced Conversion Date; (ii) the holders receiving a make-whole payment in the form of cash or additional shares at the time of such conversion; (iii) the 60-day average daily trading volume ending on, and including, the last trading day of the applicable exercise period being greater than or equal to $15,000,000; (iv) the conversion of the Convertible Notes being made on a pro- rata basis across all Convertible Note Investors; and (v) the conversion of the Convertible Notes, together with all previously converted Convertible Notes, resulting in no more than 20% of the free float of ROCR’s Class A Common Stock on a pro forma basis.

If a Fundamental Change (as defined in the Indenture) occurs prior to the maturity date, holders of the Convertible Notes will have the right to require ROCR to repurchase all or any portion of their Convertible Notes in principal amounts of $1,000 or an integral multiple thereof, at a repurchase price equal to the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date.

Following certain corporate events that occur prior to the maturity date or if QualTek exercises its mandatory conversion right in connection with such corporate events, QualTek will in certain circumstances increase the conversion rate for a holder who elects to convert its Convertible Notes in connection with such corporate events or has been forced to convert its Convertible Notes in connection with such corporate events, as the case may be.

The Convertible Notes will have customary negative covenants, including limitations on indebtedness, restricted payments, and permitted investments. The Convertible Notes will also have customary anti-dilution protections in the event of secondary stock issuances. In the event of any secondary stock issuance, throughout the life of the Convertible Notes, the conversion premium will be set at the lower of (i) the existing premium and (ii) a 15.0% premium to the 10-day volume weighted average price commencing the first trading day after the day of the secondary stock offering.

The Convertible Notes and any ROCR Class A Common Stock issuable upon conversion have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States without registration or an applicable exemption from registration requirements.

ROCR will be obligated to register the Class A Common Stock issuable upon conversion of the Convertible Notes. The obligations of the Convertible Note Investors to consummate the subscriptions provided for in the Convertible Note Subscription Agreements are conditioned upon, among other things, ROCR having not entered into any Other Subscription Agreement (as defined in each Convertible Note Subscription Agreement), including through amendment, waiver or modification of the terms of any Other Subscription Agreement with a lower purchase price per $1,000 principal amount of the Convertible Notes or other terms (economic or otherwise) substantially more favorable to such other subscriber or investor than as set forth in the Convertible Note Subscription Agreement unless the Convertible Note Investor has been offered substantially the same terms or benefits.

The terms of the Permitted Backstop Issuance summarized above are pursuant to a non-binding letter of intent. There can be no assurances that the Permitted Backstop Issuance will result in definitive agreements, or that the Permitted Backstop Issuance will be consummated on the contemplated terms or at all.