Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

Amendments to Merger Agreement

As previously reported, on January 3, 2024, Roth CH Acquisition V Co., a Delaware corporation ("ROCL" or "Acquiror"), entered into a Business Combination Agreement and Plan of Reorganization (as amended on June 5, 2024 and as it may be further amended, supplemented or otherwise modified from time to time, the "Merger Agreement"), by and among Acquiror, Roth CH V Merger Sub Corp., a Delaware corporation and a wholly-owned subsidiary of Acquiror ("Merger Sub"), and New Era Helium Corp., a Nevada corporation ("NEH" or the "Company"). The transactions set forth in the Merger Agreement will constitute a "Business Combination" as contemplated by Acquiror's Amended and Restated Certificate of Incorporation. Unless expressly stated otherwise herein, capitalized terms used but not defined herein shall have such meanings ascribed to them in the Merger Agreement.

On August 8, 2024, the parties to the Merger Agreement entered into the Second Amendment (the "Second Amendment") to the Business Combination Agreement and Plan of Reorganization, pursuant to which, among other things: (a) the Outside Date was extended to October 31, 2024 and (b) the definitions of "Company Merger Shares" and "Net Debt" were amended.

On September 11, 2024, the parties to the Merger Agreement entered into the Third Amendment (the "Third Amendment") to the Business Combination Agreement and Plan of Reorganization, pursuant to which, among other things, the parties clarified the effect that any variation in the Net Debt of NEH between January 3, 2024 and the date of Closing might have on the number of Company Merger Shares to be delivered at Closing.

On September 30, 2024, the parties to the Merger Agreement entered into the Fourth Amendment (the "Fourth Amendment") to the Business Combination Agreement and Plan of Reorganization, pursuant to which, among other things, the parties extended the Outside Date to November 30, 2024.

The foregoing description of the amendments does not purport to be complete and is qualified in its entirety by the terms and conditions of the Second Amendment, Third Amendment and Fourth Amendment, copies of which are filed as Exhibit 10.1. 10.2 and 10.3 hereto, respectively, and incorporated by reference herein.

Additional Information and Where to Find It

This Current Report on Form 8-K contains information with respect to a proposed business combination (the "Proposed Business Combination") among NEH, ROCL, Roth CH V Holdings Inc., a subsidiary of ROCL ("Holdings") and Merger Sub. In connection with the Proposed Business Combination, Holdings has filed with the SEC a registration statement on Form S-4, which includes a preliminary proxy statement/prospectus for the registration of Holdings securities (as amended from time to time, the "Registration Statement"). A full description of the terms of the Proposed Business Combination is expected to be provided in the Registration Statement. ROCL urges investors, stockholders and other interested persons to read, when available, the Registration Statement as well as other documents filed with the SEC because these documents will contain important information about ROCL, NEH and the Proposed Business Combination. If and when the Registration Statement is declared effective by the SEC, the definitive proxy statement/prospectus and other relevant documents will be mailed to stockholders of ROCL as of a record date to be established for voting on the Proposed Business Combination. Stockholders and other interested persons will also be able to obtain a copy of the proxy statement, without charge, by directing a request to: Roth CH Acquisition V Co., 888 San Clemente Drive, Suite 400, Newport Beach, CA 92660. The preliminary and definitive proxy statement/prospectus, once available, can also be obtained, without charge, at the SEC's website (www.sec.gov). The information contained on, or that may be accessed through, the websites referenced in this Current Report on Form 8-K is not incorporated by reference into, and is not a part of, this Report.

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