Exhibit 4.2


 





	
    NUMBER

    [●]
	 	SHARES


 


 


ROTH CH ACQUISITION V CO.

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

COMMON STOCK


 


	 	 	
    SEE REVERSE FOR

    CERTAIN DEFINITIONS

     

	This Certifies that	 	CUSIP 77867R100
	is the owner of	 	 


 


FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON
STOCK

PAR VALUE OF $0.0001 PER SHARE OF


 


ROTH CH ACQUISITION V CO.


 


transferable on the books of Roth CH Acquisition
V Co., a Delaware corporation (the “Corporation”), in person or by duly authorized attorney upon surrender of this certificate
properly endorsed. The Corporation will be forced to liquidate if it is unable to complete an initial business combination within the
period of time as set forth in the Corporation’s Amended and Restated Certificate of Incorporation, as the same may be amended from
time to time, all as more fully described in the Corporation’s final prospectus dated                     ,
2021.


 


This certificate is not valid unless countersigned
by the Transfer Agent and registered by the Registrar.


 


Witness the facsimile signatures of its duly
authorized officers.


 


	Dated:	 	 
	 	 	 
	CHAIRMAN	 	CO-CHIEF EXECUTIVE OFFICER


 


The following abbreviations,
when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to
applicable laws or regulations:


 


	TEN COM	-	as tenants in common	UNIF GIFT MIN ACT-	 	Custodian	 
	TEN ENT	-	as tenants by the entireties	 	(Cust)	 	(Minor)
	JT TEN	-	as joint tenants with right of survivorship	under Uniform Gifts to Minors	 
	 	 	and not as tenants in common	Act	 	 	 
	 	 	 	 	(State)	 	 	 


 


Additional abbreviations may also be used though
not in the above list.


 


Roth CH Acquisition V Co.


 


The Corporation will furnish
without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other
special rights of each class of stock or series thereof of the Corporation and the qualifications, limitations, or restrictions of such
preferences and/or rights. This certificate and the shares represented thereby are issued and shall be held subject to all the provisions
of the Corporation’s Amended and Restated Certificate of Incorporation and all amendments thereto and resolutions of the Board of
Directors providing for the issue of shares of Common Stock (copies of which may be obtained from the secretary of the Corporation), to
all of which the holder of this certificate by acceptance hereof assents.







 






     


     


    

 


 


For value received,                      
hereby sells, assigns and transfers unto


 


	
    PLEASE INSERT SOCIAL SECURITY OR OTHER

    IDENTIFYING NUMBER OF ASSIGNEE
	 
	 	 
	
     

     
	 


 


	(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
	 
	 
	 
	 


 


	 	   shares
	of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint	 


 


	 	   Attorney
	to transfer the said stock on the books of the within named Corporation will full power of substitution in the premises.	 


 


	Dated	 	 	 	 
	 	 	 	 
	 	 	 	Notice:	The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever.


 


Signature(s) Guaranteed: 


	 	 
	THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).	 


 


As more fully described in the Corporation’s
final prospectus dated                     ,
2021, the holder(s) of this certificate shall be entitled to receive a pro-rata portion of certain funds held in the trust account only
in the event that (i) the Corporation is forced to liquidate because it does not consummate an initial business combination within the
period of time set forth in the Corporation’s Amended and Restated Certificate of Incorporation, as the same may be amended from
time to time (the “Charter”) or (ii) if the holder seeks to convert his shares upon consummation of, or sell his shares
in a tender offer in connection with, an initial business combination or in connection with certain amendments to the Charter. In no other
circumstances shall the holder(s) have any right or interest of any kind in or to the trust account.