QualTek USA, LLC agreed to acquire Roth CH Acquisition III Co. (NasdaqCM:ROCR) from Glazer Capital, LLC, SMH Capital Inc. and others for approximately $860 million in a reverse merger transaction on March 26, 2021. QualTek USA, LLC entered into a definitive agreement to acquire Roth CH Acquisition III Co. (NasdaqCM:ROCR) from Glazer Capital, LLC, SMH Capital Inc. and others in a reverse merger transaction on June 16, 2021. Under the terms of the transaction, Roth CH Acquisition III will acquire QualTek USA, LLC and will issue 29.4 million common shares and will assume $427 million debt. 29.4 million shares include 24.4 million shares plus 5 million shares upon the conversion of preferred equity by QualTek shareholders and $11.4 million of taxes payable. QualTek shareholders will also be eligible to receive additional earnout shares amounting to $100 million of combined company's outstanding common stock. 3.3 million shares amounting to $50 million of earnout shares will vest if after 180 days from close and before 5 years from close, the closing price exceeds $15 for any 20 days out of 30 trading days and 2.8 million shares amounting to $50 million of the earnout shares will vest if after 180 days from close and before 5 years from close, the closing price exceeds $18 for any 20 days out of 30 trading days. On April 23, 2021, Kirkland and ROCR exchanged emails agreeing to an earn-out comprising $100 million in shares of common stock, based on the following parameters: (i) 3,333,333 shares if the closing price of the Combined Company's common shares equals or exceeds $15.00 for any 20-trading days within any 30-trading day period commencing after Closing and (ii) 2,777,778 shares if the closing price of the Combined Company's common shares equals or exceeds $18.00 for any 20-trading days within any 30-trading day period commencing after Closing. Existing QualTek shareholders including QualTek management and Brightstar Capital Partners are effectively rolling 100% of their equity as part of the transaction. After the transaction, shareholders of QualTek USA, LLC will hold 52.2% stake in Roth CH Acquisition III Co. In connection with the merger announcement, QualTek and Roth CH Acquisition announced the execution of definitive agreements with institutional investors for the sale of a common stock under private investment in public equity of $66 million at $10 per share. In addition, QualTek and Roth CH Acquisition announced the execution of definitive agreements between institutional investors and QualTek for a private placement of $44 million in convertible notes to be funded immediately. The notes will automatically convert into common stock of Roth CH Acquisition upon the merger close. The transaction will be funded by a combination of Roth CH III's cash held in its trust account of $115 million (after redemptions by its public stockholders in connection with the closing), an effective full equity roll-over from existing QualTek ownership. The transaction will result in Roth CH Acquisition with and into QualTek, with QualTek as the surviving company and QualTek becoming a public company. Upon closing of the transaction, the combined company will be renamed QualTek Services Inc. and remain listed on the NASDAQ under the new ticker QTEK.

Upon closing of the transaction, QualTek's Founder and Chief Executive Officer, Scott Hisey, along with its senior management team, will continue to lead the new public company. Andrew Weinberg, Founder & Chief Executive Officer of Brightstar Capital Partners, will continue to serve as the Chairman of the Board of QualTek. The transaction is subject to the approval of the stockholders of Roth CH Acquisition and QualTek; the waiting period (or any extension thereof) applicable to the consummation of the transactions contemplated by the Business Combination Agreement shall have expired or been terminated; Roth CH Acquisition shall have net tangible assets of at least $5,000,001; Roth CH Acquisition A Common Stock shall be listed on the Stock Exchange; and is subject to other customary closing conditions and consummation of due diligence. The requisite equity holders and board of QualTek, as well as the board of Roth CH Acquisition, have unanimously approved the transaction. The Board of Directors of ROCR unanimously recommends that stockholders vote “FOR” adoption and approval of the business combination proposal. The transaction is expected to close in the third quarter of 2021. As of October 4, 2021, the transaction is expected to complete in the fourth quarter of 2021. As of December 9, 2021, the transaction is expected to occur in the fourth quarter of 2021 or first quarter of 2022. Citigroup Inc. (NYSE:C) and Harris Williams LLC acted as financial advisors to QualTek. Matthew S. Arenson, Michael E. Weisser, Timothy Cruickshank, Jared Rusman, Vivek Ratnam, Erika P. López, Judson Oswald and Omar Raddawi of Kirkland & Ellis LLP acted as legal advisors to QualTek and Mitchell Nussbaum of Loeb & Loeb LLP acted as legal advisor to Roth CH III. Continental Stock Transfer & Trust Company acted as Transfer agent and Advantage Proxy, Inc. acted as information agent to Roth CH Acquisition III Co.