Reservoir Media Management, Inc. entered into a letter of intent to acquire Roth CH Acquisition II Co. (NasdaqCM:ROCC) from CR Financial Holdings, Inc., Polar Asset Management Partners Inc., Castle Creek Arbitrage, LLC, 683 Capital Management, LLC and others in a reverse merger transaction on February 15, 2021. Reservoir Media Management, Inc. entered into a definitive agreement to acquire Roth CH Acquisition II Co. (NasdaqCM:ROCC) for approximately $740 million in a reverse merger transaction on April 14, 2021. Following the transaction and after payment of transaction expenses, Reservoir is expected to receive approximately $246 million of cash, inclusive of the $150 million PIPE and assuming no redemptions from the approximately $115 million of cash held in Roth CH II's trust account. The transaction values the combined company at an enterprise value of $788 million. Roth CH will issue 44.3 million shares and will assume $294 million of net debt, it includes $20 million term loan and $180 million revolving and an additional $100 million from pipeline acquisition currently under exclusivity. Existing Reservoir shareholders are rolling 100% of their equity as part of the transaction. In connection with the merger announcement, the companies executed definitive agreements with institutional investors, including funds managed by Caledonia, for a common stock PIPE of $150 million at $10 per share. The transaction will be funded by a combination of Roth CH II's cash held in its trust account (after any redemptions by its public stockholders in connection with the closing), a full equity roll-over from existing Reservoir ownership, and proceeds from a private placement of $150 million of common stock led by Caledonia and other institutional investors that will close concurrently with the business combination. Upon closing of the transaction, the combined company will be renamed “Reservoir Media, Inc.” and is expected to remain listed on the NASDAQ under the new ticker symbol “RSVR.” The combined company will continue to be led by Golnar Khosrowshahi, Founder & Chief Executive Officer, and an executive leadership team including Rell Lafargue, President & Chief Operating Officer, and Jim Heindlmeyer, Chief Financial Officer.

The transaction is subject to approval of the stockholders of ROCC, PIPE Financing will have been consummated pursuant to the Subscription Agreements, applicable waiting periods (and any extensions thereof) under the HSR Act in respect of the transactions will have expired or been terminated, the Registration Statement shall have been declared effective by the SEC, members of the Roth CH board and all officers of Roth CH will have executed written resignations effective as of the effective time and subject to other customary closing conditions, the Roth common stock to be issued in connection with the transactions will have been approved for listing on Nasdaq and Roth has net tangible assets of at least $5 million after all redemptions of public shares upon consummation of the business combination. The special meeting of Roth shareholders to approve the transaction will be held on July 27, 2021. The Board of Directors of Reservoir and ROCC have unanimously approved the transaction. ROCC board recommends all stockholders vote “FOR" the transaction. As of July 12, 2021, a special meeting of Roth's stockholders to approve the transaction has been set for July 27, 2021. As of July 27, 2021, the transaction was approved by Roth CH Acquisition's shareholders. The business combination is expected to close in the third quarter of 2021.

Goldman Sachs & Co. LLC acted as financial advisor and Jeffrey Marell, David Huntington, Catherine Goodall, John Godfrey, Blake Clardy, Suhan Shim, Jean McLoughlin, Reuven Falik, Charles Googe, Patrick Karsnitz, Jeffrey Samuels, Geoffrey Chepiga, Roberto Finzi and Yuni Sobel of Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisors to Reservoir. Mitchell S. Nussbaum Loeb & Loeb LLP acted as legal advisor to Roth CH II. Roth Capital Partners, LLC and Craig-Hallum Capital Group LLC are acting as placement agents for the PIPE transaction. Continental Stock Transfer & Trust Company acted as transfer agent to Roth. Karen Smith of Advantage Proxy acted as proxy solicitor to Roth and will be paid a fee of $8,500, plus disbursements, and will reimburse Advantage Proxy for its reasonable out-of-pocket expenses and indemnify Advantage Proxy and its affiliates against certain claims, liabilities, losses, damages and expenses.

Reservoir Media Management, Inc. completed the acquisition of Roth CH Acquisition II Co. (NasdaqCM:ROCC) from CR Financial Holdings, Inc., Polar Asset Management Partners Inc., Castle Creek Arbitrage, LLC, 683 Capital Management, LLC and others in a reverse merger transaction on July 28, 2021. The RMI Common Stock and RMI's warrants are expected to commence trading on the Nasdaq Capital Market LLC under the symbols “RSVR” and “RSVRW,” respectively, on July 29, 2021.