Exhibit 4.4


 





WARRANT AGREEMENT


 


This
WARRANT AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between Roth CH Acquisition V Co., a Delaware
corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust
company, as warrant agent (the “Warrant Agent”).


 


WHEREAS,
the Company is engaged in a public offering (the “Public Offering”) of 10,000,000 units (and up to 1,500,000 units
which may be issued pursuant to an overallotment option granted to the underwriters of the Public Offering) (the “Public Units”),
each unit comprised of one share of common stock, par value $0.0001 per share (the “Common Stock”), and one-third of
one redeemable warrant, each whole warrant entitling the holder to purchase one share of Common Stock at a price of $11.50 per share,
subject to adjustment as described herein, and, in connection therewith, the Company will issue and deliver up to 3,833,333 warrants (the
 “Public Warrants”) to the public investors in connection with the Public Offering; and


 


WHEREAS,
the Company has filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-1,
No. 333-[●] (“Registration Statement”) and prospectus (“Prospectus”), for the registration,
under the Securities Act of 1933, as amended (“Act”) of, among other securities, the Public Warrants; and


 


WHEREAS,
the Company has received binding commitments from its initial stockholders to purchase up to an aggregate 374,000 units (or 404,000 units
if the overallotment option is exercised in full) (the “Private Units” and, together with the Public Units, the “Units”),
each unit comprised of one share of Common Stock and one-third of one redeemable warrant, each whole warrant entitling the holder to purchase
one share of Common Stock at a price of $11.50 per share, subject to adjustment as described herein, and, in connection therewith, the
Company will issue and deliver up to 134,666 warrants (the “Private Warrants” and, together with the Public Warrants,
the “Warrants”) to the initial stockholders; and


 


WHEREAS,
the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with
the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants; and


 


WHEREAS,
the Company desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and
the respective rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and


 


WHEREAS,
all acts and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and
countersigned by or on behalf of the Warrant Agent, as provided herein, the valid, binding, and legal obligations of the Company, and
to authorize the execution and delivery of this Agreement.


  


NOW,
THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:


 


1. Appointment
of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant
Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.


 


2. Warrants.


 


2.1. Form
of Warrant. Each Warrant shall be issued in registered or book entry form, as requested by the Company or the holder of the Warrant.
If the Warrant is issued in registered form, such Warrant shall be (a) in substantially the form of Exhibit A hereto, the provisions of
which are incorporated herein and (b) signed by, or bear the facsimile signature of, the Chairman of the Board and Chief Executive Officer.
In the event the person whose facsimile signature has been placed upon any Warrant shall have ceased to serve in the capacity in which
such person signed the Warrant before such Warrant is issued, it may be issued with the same effect as if he or she had not ceased to
be such at the date of issuance.


 






     


     


    

 


2.2. Effect
of Countersignature. Except with respect to uncertificated Warrants, unless and until countersigned by the Warrant Agent pursuant
to this Agreement, a Warrant shall be invalid and of no effect and may not be exercised by the holder thereof.


 


2.4. Registration.


 


2.4.1. Warrant
Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of the original
issuance and transfers of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants
in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant
Agent by the Company.


 


2.4.2. Registered
Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and treat
the person in whose name such Warrant is then registered in the Warrant Register (“registered holder”) as the absolute
owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other writing on the Warrant
certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise thereof, and for all other purposes,
and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.


 


2.5. Detachability
of Warrants. Each of the securities comprising the Units will begin to trade separately on (i) the ninetieth (90th) day
after the effectiveness of the Registration Statement, or (ii) such earlier date as Roth Capital Partners, LLC and Craig-Hallum Capital
Group LLC, as representatives of the underwriters (the “Representatives”), shall determine is acceptable (such date,
the “Detachment Date”). In no event will separate trading of the securities comprising the Units commence until the
Company (i) files a Current Report on Form 8-K with the SEC including audited balance sheet reflecting the Company’s receipt of
the gross proceeds of the Public Offering and (ii) issues a press release announcing when such separate trading will begin. The Company
shall not issue fractional Warrants other than as part of the Units. If, upon the detachment of Warrants from Units or otherwise, a holder
of Warrants would be entitled to receive a fractional Warrant, the Company shall round down to the nearest whole number the number of
Warrants to be issued to such holder.


 


2.6. Private
Warrant Attributes. The Private Warrants will be identical to the Public Warrants.


 


3. Terms and
Exercise of Warrants


 


3.1. Warrant
Price. Each Warrant shall, when countersigned by the Warrant Agent (except with respect to uncertificated Warrants), entitle the registered
holder thereof, subject to the provisions of such Warrant and of this Agreement, to purchase from the Company the number of shares of
Common Stock stated therein, at the price of $11.50 per share, subject to the adjustments provided in Section 4 hereof. The term
 “Warrant Price” as used in this Agreement refers to the price per share at which shares of Common Stock may be purchased at
the time a Warrant is exercised. The Company will not issue fractional shares.


 


3.2. Duration
of Warrants. A Warrant may be exercised only during the period commencing 30 days after the consummation by the Company of an initial
merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with
one or more businesses or entities (“Business Combination”) (as described more fully in the Registration Statement),
and terminating at 5:00 p.m., New York City time on the earlier to occur of (i) the date that is five (5) years after the date on
which the Company consummates a Business Combination, (ii) at 5:00 p.m., New York City time on the Redemption Date as provided in
Section 6.2 of this Agreement, and (iii) the liquidation of the Trust Account (defined below) (“Expiration Date”).
The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred
to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price (as set forth in Section 6
hereunder), as applicable, each outstanding Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder
and all rights in respect thereof under this Agreement shall cease at the close of business on the Expiration Date. The Company in its
sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide
at least twenty (20) days’ prior written notice of any such extension to registered holders and, provided further that any
such extension shall be applied consistently to all of the Warrants.


 






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3.3. Exercise
of Warrants.


 


3.3.1. Payment.
Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the
registered holder thereof by surrendering it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent,
in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by
paying in full the Warrant Price for each share of Common Stock as to which the Warrant is exercised and any and all applicable taxes
due in connection with the exercise of the Warrant, as follows:


 


(a)
in lawful money of the United States, by good certified check or good bank draft payable to the order of the Warrant Agent or wire transfer;


 


(b)
in the event of a redemption pursuant to Section 6.1 hereof in which the Company’s management has elected to force all holders
of Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common
Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants,
multiplied by the difference between the Warrant Price and the “Fair Market Value” (defined below) by (y) the Fair Market
Value. Solely for purposes of this Section 3.3.1(b), the “Fair Market Value” shall mean the average reported closing
price of the shares of Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the
notice of redemption is sent to holders of the Warrants pursuant to Section 6 hereof; or


 


(c)
in the event the registration statement required by Section 7.4 hereof is not effective and current within one hundred and twenty
(120) days after the closing of a Business Combination, by surrendering such Warrants for that number of shares of Common Stock equal
to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied
by the difference between the exercise price of the Warrants and the “Fair Market Value” by (y) the Fair Market Value;
provided, however, that no cashless exercise shall be permitted unless the Fair Market Value is equal to or higher than the exercise price.
Solely for purposes of this Section 3.3.1(c), the “Fair Market Value” shall mean the average reported trading price of
the shares of Common Stock for the ten (10) trading days ending on the trading day prior to the date of exercise.


 


3.3.2. Issuance
of shares of Common Stock. As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the
Warrant Price (if any), the Company shall issue to the registered holder of such Warrant a certificate or certificates, or book entry
position, for the number of shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed
by him, her or it, and if such Warrant shall not have been exercised in full, a new countersigned Warrant, or book entry position, for
the number of shares as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, in no event will the Company
be required to net cash settle the Warrant exercise. No Warrant shall be exercisable for cash and the Company shall not be obligated to
issue shares of Common Stock upon exercise of a Warrant unless the shares of Common Stock issuable upon such Warrant exercise has been
registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Warrants.
In the event that the condition in the immediately preceding sentence is not satisfied with respect to a Warrant, the holder of such Warrant
shall not be entitled to exercise such Warrant for cash and such Warrant may have no value and expire worthless, in which case the purchaser
of a Unit containing such Warrants shall have paid the full purchase price for the Unit solely for the shares of Common Stock underlying
such Unit. Warrants may not be exercised by, or securities issued to, any registered holder in any state in which such exercise or issuance
would be unlawful.


 


3.3.3. Valid
Issuance. All shares of Common Stock issued upon the proper exercise of a Warrant in conformity with this Agreement shall be validly
issued, fully paid and nonassessable.


 


3.3.4. Date
of Issuance. Each person in whose name any book entry position or certificate for shares of Common Stock is issued shall for all
purposes be deemed to have become the holder of record of such shares on the date on which the Warrant, or book entry position
representing such Warrant, was surrendered and payment of the Warrant Price was made, irrespective of the date of delivery of such
certificate, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company or book
entry system of the Warrant Agent are closed, such person shall be deemed to have become the holder of such shares at the close of
business on the next succeeding date on which the stock transfer books or book entry system are open.


  






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3.3.5 Maximum
Percentage. A holder of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions contained
in this Section 3.3.5; however, no holder of a Warrant shall be subject to this Section 3.3.5 unless he, she or it makes such election.
If the election is made by a holder, the Warrant Agent shall not effect the exercise of the holder’s Warrant, and such holder shall
not have the right to exercise such Warrant, to the extent that after giving effect to such exercise, such person (together with such
person’s affiliates), to the Warrant Agent’s actual knowledge, would beneficially own in excess of 9.9% (the “Maximum
Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the
foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such person and its affiliates shall include
the number of shares of Common Stock issuable upon exercise of the Warrant with respect to which the determination of such sentence is
being made, but shall exclude shares of Common Stock that would be issuable upon (x) exercise of the remaining, unexercised portion
of the Warrant beneficially owned by such person and its affiliates and (y) exercise or conversion of the unexercised or unconverted
portion of any other securities of the Company beneficially owned by such person and its affiliates (including, without limitation, any
convertible notes or convertible preferred shares or warrants) subject to a limitation on conversion or exercise analogous to the limitation
contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated
in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For
purposes of the Warrant, in determining the number of outstanding shares of Common Stock, the holder may rely on the number of outstanding
shares of Common Stock as reflected in (1) the Company’s most recent annual report on Form 10-K, quarterly report
on Form 10-Q, current report on Form 8-K or other public filing with the SEC as the case may be, (2) a more recent
public announcement by the Company or (3) any other notice by the Company or the Warrant Agent setting forth the number of shares
of Common Stock outstanding. For any reason at any time, upon the written request of the holder of the Warrant, the Company shall, within
two (2) business days, confirm orally and in writing to such holder the number of shares of Common Stock then outstanding. In any
case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of equity
securities of the Company by the holder and its affiliates since the date as of which such number of outstanding shares of Common Stock
was reported. By written notice to the Company, the holder of a Warrant may from time to time increase or decrease the Maximum Percentage
applicable to such holder to any other percentage specified in such notice; provided, however, that any such increase shall not be effective
until the sixty-first (61st) day after such notice is delivered to the Company.


 


4. Adjustments.


 


4.1. Stock
Dividends; Splits. If, after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding shares
of Common Stock is increased by a stock dividend payable in shares of Common Stock, or by a forward or reverse split of shares of Common
Stock, or other similar event, then, on the effective date of such stock dividend, split or similar event, the number of shares of Common
Stock issuable on exercise of each Warrant shall be increased or decreased in proportion to such increase or decrease in outstanding shares
of Common Stock.


 


4.2. Aggregation
of Shares. If after the date hereof, the number of outstanding shares of Common Stock is decreased by a consolidation, combination,
reverse stock split or reclassification of shares of Common Stock or other similar event, then, on the effective date of such consolidation,
combination, reverse stock split, reclassification or similar event, the number of shares of Common Stock issuable on exercise of each
Warrant shall be decreased in proportion to such decrease in outstanding shares of Common Stock.


  


4.3 Extraordinary
Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired,
shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the shares of Common Stock on
account of such shares of Common Stock (or other shares of the Company’s capital stock into which the Warrants are
convertible), other than (a) as described in Section 4.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the
conversion rights of the holders of the shares of Common Stock in connection with a proposed initial Business Combination or an
amendment to the Company’s amended and restated certificate of incorporation, (d) as a result of the repurchase of shares of
Common Stock by the Company in connection with a tender offer as part of an initial Business Combination or (e) in connection with
the Company’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination (any such
non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be
decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and the fair market
value (as determined by the Company’s Board of Directors, in good faith) of any securities or other assets paid on each share
of Common Stock in respect of such Extraordinary Dividend. For purposes of this Section 4.3, “Ordinary Cash
Dividends” means any cash dividend or cash distribution which, when combined on a per share basis with the per share
amounts of all other cash dividends and cash distributions paid on the shares of Common Stock during the 365-day period ending on
the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in
other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant
Price or to the number of shares of Common Stock issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the
offering price of the Units in the Offering).


 






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4.4 Adjustments
in Exercise Price. Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided
in Sections 4.1 and 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately
prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon
the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares
of Common Stock so purchasable immediately thereafter.


 


4.5. Replacement
of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock
(other than a change covered by Sections 4.1, 4.2 or 4.3 hereof or that solely affects the par value of the shares of Common Stock),
or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in
which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding
shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of
the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the registered holders shall
thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu
of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented
thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification,
reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the registered holder would have
received if such registered holder had exercised his, her or its Warrant(s) immediately prior to such event. If any reclassification also
results in a change in the shares of Common Stock covered by Sections 4.1, 4.2 or 4.3, then such adjustment shall be made pursuant
to Sections 4.1, 4.2, 4.3, 4.4 and this Section 4.5. The provisions of this Section 4.5 shall similarly apply to successive
reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced
to less than the par value per share issuable upon exercise of the Warrant.


 


4.6. Issuance
in connection with a Business Combination. If, in connection with a Business Combination, the Company (a) issues additional shares
of Common Stock or equity-linked securities for capital raising purposes at an issue price or effective issue price of less than $9.20
per share (with such issue price or effective issue price as determined by the Company’s Board of Directors, in good faith), (y)
the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available
for the funding of the Business Combination on the date of the consummation of such Business Combination (net of redemptions), and (z)
the Market Price (as defined below) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to
115% of the Market Price, and the Redemption Trigger Price (as defined in Section 6.1 below) shall be adjusted (to the nearest
cent) to be equal to 180% of the Market Price. For purposes of this Section 4.6, the “Market Price” shall mean
the volume weighted average reported trading price of the shares of Common Stock for the 20 trading days starting on the trading day prior
to the date of the consummation of the Business Combination.


 


4.7 Notices
of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of shares issuable upon exercise of a Warrant,
the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from such
adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of a Warrant,
setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the occurrence
of any event specified in Sections 4.1, 4.2, 4.3, 4.4, 4.5, or 4.6, then, in any such event, the Company shall give written notice
to each registered holder, at the last address set forth for such holder in the Warrant Register, of the record date or the
effective date of the event. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such
event.


 






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4.8. No
Fractional Warrants or Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company shall not issue
fractional shares upon exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 4, the holder of any Warrant
would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the Company shall, upon such exercise,
round up to the nearest whole number of shares of Common Stock to be issued to the registered holder.


 


4.9. Form
of Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and Warrants issued
after such adjustment may state the same Warrant Price and the same number of shares as is stated in the Warrants initially issued pursuant
to this Agreement. However, the Company may at any time in its sole discretion make any change in the form of Warrant that the Company
may deem appropriate and that does not affect the substance thereof, and any Warrant thereafter issued or countersigned, whether in exchange
or substitution for an outstanding Warrant or otherwise, may be in the form as so changed.


 


4.10 Other
Events. In case any event shall occur affecting the Company as to which none of the provisions of preceding subsections of this Section 4
are strictly applicable, but which would require an adjustment to the terms of the Warrants in order to (i) avoid an adverse impact
on the Warrants and (ii) effectuate the intent and purpose of this Section 4, then, in each such case, the Company shall appoint
a firm of independent public accountants, investment banking or other appraisal firm of recognized national standing, which shall give
its opinion as to whether or not any adjustment to the rights represented by the Warrants is necessary to effectuate the intent and purpose
of this Section 4 and, if they determine that an adjustment is necessary, the terms of such adjustment. The Company shall adjust
the terms of the Warrants in a manner that is consistent with any adjustment recommended in such opinion.


 


5. Transfer and
Exchange of Warrants.


 


5.1. Registration
of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant Register,
upon surrender of such Warrant for transfer, properly endorsed with signatures, in the case of certificated Warrants, properly guaranteed
and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregate number
of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent. In the case of certificated Warrants, the Warrants
so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon the Company’s request.


 


5.2. Procedure
for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, either in certificated form or in book entry position,
together with a written request for exchange or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more
new Warrants, or book entry positions, as requested by the registered holder of the Warrants so surrendered, representing an equal aggregate
number of Warrants; provided, however, that in the event that a Warrant surrendered for transfer bears a restrictive legend, the Warrant
Agent shall not cancel such Warrant and issue new Warrants in exchange therefor until the Warrant Agent has received an opinion of counsel
for the Company stating that such transfer may be made and indicating whether the new Warrants must also bear a restrictive legend.


  


5.3. Fractional
Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which will result in the issuance
of a warrant certificate or book-entry position for a fraction of a Warrant.


 


5.4. Service
Charges. No service charge shall be made for any exchange or registration of transfer of Warrants.


 


5.5. Warrant
Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the
terms of this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and the Company,
whenever required by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company for such
purpose.


 






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5.6. Private
Warrants. The Warrant Agent shall not register any transfer of Private Warrants until after the consummation by the Company of an
initial Business Combination, except for transfers (i) to any persons (including their affiliates and stockholders) participating in the
private placement of the Private Units and the Company’s officers, directors, stockholders and employees, (ii) amongst the initial
stockholders or to the Company’s officers, directors and employees, (iii) if an initial stockholder is an entity, as a distribution
to its, partners, stockholders or members upon its liquidation, (iv) by bona fide gift to a member of the initial stockholder’s
immediate family or to a trust, the beneficiary of which is a holder or a member of an initial stockholder’s immediate family, for
estate planning purposes, (v) by virtue of the laws of descent and distribution upon death, (vi) pursuant to a qualified domestic relations
order, (vii) to the Company for no value for cancellation in connection with the consummation of a Business Combination, (viii) by private
sales at prices no greater than the price at which the Private Warrants were originally purchased, (ix) in the event of the Company’s
liquidation prior to its consummation of an initial Business Combination or (x) in the event that, subsequent to the consummation
of an initial Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results
in all of the Company’s stockholders having the right to exchange their shares of Common Stock Shares for cash, securities or other
property, in each case (except for clauses (vii), (ix) or (x) or with the Company’s prior written consent) on the condition
that prior to such registration for transfer, the Warrant Agent shall be presented with written documentation pursuant to which each transferee
(each, a “Permitted Transferee”) or the trustee or legal guardian for such transferee agrees to be bound by the transfer
restrictions contained in this section and any other applicable agreement the transferor is bound by.


 


5.7. Transfers
prior to Detachment. Prior to the Detachment Date, the Public Warrants may be transferred or exchanged only together with the Unit
in which such Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange of such Unit.
Furthermore, each transfer of a Unit on the register relating to such Units shall operate also to transfer the Warrants included in such
Unit. Notwithstanding the foregoing, the provisions of this Section 5.7 shall have no effect on any transfer of Warrants on or after
the Detachment Date.


 


6. Redemption.


 


6.1. Redemption.
Not less than all of the outstanding Warrants may be redeemed, at the option of the Company, at any time during the Exercise Period, at
the office of the Warrant Agent, upon the notice referred to in Section 6.2, at the price of $0.01 per Warrant (“Redemption
Price”), provided that the closing price of the shares of Common Stock equals or exceeds $18.00 per share (subject to adjustment
in accordance with Section 4 hereof) ) (the “Redemption Trigger Price”), on each of twenty (20) trading days
within any thirty (30) trading day period commencing after the Warrants become exercisable and ending on the third trading day prior
to the date on which notice of redemption is given and provided that there is an effective registration statement covering the shares
of Common Stock issuable upon exercise of the Warrants, and a current prospectus relating thereto, available throughout the 30-day redemption
or the Company has elected to require the exercise of the Warrants on a “cashless basis” pursuant to Section 3.3.1(b); provided,
however, that if and when the Warrants become redeemable by the Company, the Company may not exercise such redemption right if the issuance
of shares of Common Stock upon exercise of the Warrants is not exempt from registration or qualification under applicable state blue sky
laws or the Company is unable to effect such registration or qualification


 


6.2. Date
Fixed for, and Notice of, Redemption. In the event the Company shall elect to redeem all of the Warrants that are subject to redemption,
the Company shall fix a date for the redemption (the “Redemption Date”). Notice of redemption shall be mailed by first
class mail, postage prepaid, by the Company not less than thirty (30) days prior to the Redemption Date to the registered holders
of the Warrants to be redeemed at their last addresses as they shall appear on the registration books. Any notice mailed in the manner
herein provided shall be conclusively presumed to have been duly given whether or not the registered holder received such notice.


  


6.3. Exercise
After Notice of Redemption. The Warrants may be exercised, for cash (or on a “cashless basis” in accordance with
Section 3 of this Agreement) at any time after notice of redemption shall have been given by the Company pursuant to
Section 6.2 hereof and prior to the Redemption Date. In the event the Company determines to require all holders of Warrants to
exercise their Warrants on a “cashless basis” pursuant to Section 3.3.1(b), the notice of redemption will contain
the information necessary to calculate the number of shares of Common Stock to be received upon exercise of the Warrants, including
the “Fair Market Value” in such case. On and after the Redemption Date, the registered holders shall have no further
rights except to receive, upon surrender of the Warrants, the Redemption Price.


 






    7 


     


    

 


7. Other Provisions Relating to Rights
of Holders of Warrants.


 


7.1. No
Rights as Stockholder. A Warrant does not entitle the registered holder thereof to any of the rights of a stockholder of the Company,
including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent
or to receive notice as stockholders in respect of the meetings of stockholders or the election of directors of the Company or any other
matter.


 


7.2. Lost,
Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant Agent
may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated Warrant,
include the surrender thereof), issue a new Warrant of like denomination, tenor, and date as the Warrant so lost, stolen, mutilated, or
destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Company, whether or not the allegedly lost,
stolen, mutilated, or destroyed Warrant shall be at any time enforceable by anyone.


 


7.3. Reservation
of shares of Common Stock. The Company shall at all times reserve and keep available a number of its authorized but unissued shares
of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.


 


7.4. Registration
of shares of Common Stock. The Company agrees that as soon as practicable, but in no event later than thirty (30) business days after
the closing of a Business Combination, it shall use its best efforts to file with the SEC a registration statement for the registration
under the Act of the shares of Common Stock issuable upon exercise of the Warrants, and to cause the same to become effective and to maintain
the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Warrants in accordance
with the provisions of this Agreement. In addition, the Company agrees to use its best efforts to register the shares of Common Stock
issuable upon exercise of the Warrants under state blue sky laws, to the extent an exemption is not available.


  


8. Concerning
the Warrant Agent and Other Matters.


 


8.1. Payment
of Taxes. The Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant
Agent in respect of the issuance or delivery of shares of Common Stock upon the exercise of Warrants, but the Company shall not be obligated
to pay any transfer taxes in respect of the Warrants or such shares of Common Stock.


 


8.2. Resignation,
Consolidation, or Merger of Warrant Agent.


 


8.2.1. Appointment
of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be
discharged from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the
Company. If the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall
appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment
within a period of thirty (30) days after it has been notified in writing of such resignation or incapacity by the Warrant
Agent or by the holder of the Warrant (who shall, with such notice, submit his Warrant for inspection by the Company), then the
holder of any Warrant may apply to the Supreme Court of the State of New York for the County of New York for the appointment of a
successor Warrant Agent at the Company’s cost. Any successor Warrant Agent, whether appointed by the Company or by such court,
shall be a corporation organized and existing under the laws of the State of New York, in good standing and having its principal
office in the Borough of Manhattan, City and State of New York, and authorized under such laws to exercise corporate trust powers
and subject to supervision or examination by federal or state authority. After appointment, any successor Warrant Agent shall be
vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect
as if originally named as Warrant Agent hereunder, without any further act or deed; but if for any reason it becomes necessary or
appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring to
such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request of
any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for more
fully and effectually vesting in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities,
duties, and obligations.


 






    8 


     


    

 


8.2.2. Notice
of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof to the
predecessor Warrant Agent and the transfer agent for the shares of Common Stock not later than the effective date of any such appointment.


 


8.2.3. Merger
or Consolidation of Warrant Agent. Any corporation into which the Warrant Agent may be merged or with which it may be consolidated
or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the successor Warrant
Agent under this Agreement without any further act.


 


8.3. Fees
and Expenses of Warrant Agent.


 


8.3.1. Remuneration.
The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent hereunder and will reimburse
the Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably incur in the execution of its duties hereunder.


 


8.3.2. Further
Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged, and
delivered all such further and other acts, instruments, and assurances as may reasonably be required by the Warrant Agent for the carrying
out or performing of the provisions of this Agreement.


  


8.4. Liability
of Warrant Agent.


 


8.4.1. Reliance
on Company Statement. Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem it necessary or
desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact
or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established
by a statement signed by the Chief Executive Officer, Chief Financial Officer or Chairman of the Board of the Company and delivered to
the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to the
provisions of this Agreement.


 


8.4.2. Indemnity.
The Warrant Agent shall be liable hereunder only for its own fraud, gross negligence, willful misconduct or bad faith. The Company agrees
to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel
fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement except as a result of the Warrant Agent’s
fraud, gross negligence, willful misconduct, or bad faith.


 


8.4.3. Exclusions.
The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution
of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition
contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required under the provisions of Section 4
hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would
require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization
or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common
Stock will, when issued, be valid and fully paid and nonassessable.


 


8.5. Acceptance
of Agency. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the
terms and conditions herein set forth and among other things, shall account promptly to the Company with respect to Warrants
exercised and concurrently account for, and pay to the Company, all monies received by the Warrant Agent for the purchase of shares
of Common Stock through the exercise of Warrants.


 






    9 


     


    

 


9. Miscellaneous Provisions.


 


9.1. Successors.
All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the
benefit of their respective successors and assigns.


 


9.2. Notices.
Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant
to or on the Company shall be sufficiently given (i) if by email when the email is sent, (ii) if by hand or overnight delivery, when so
delivered, or (iii) if sent by certified mail or overnight courier service within five (5) days after deposit of such notice, postage
prepaid, addressed (until another address is filed in writing by the Company with the Warrant Agent), as follows:


 


Roth CH Acquisition V Co.


888 San Clemente Drive, Suite 400


Newport Beach, CA 92660

Attn: Byron Roth


 


with a copy (which shall not constitute notice) to:


 


Loeb & Loeb LLP


345 Park Avenue


New York, New York 10154


Attn: Giovanni Caruso


 


Any notice, statement
or demand authorized by this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall
be sufficiently given (i) if by email, when the email is sent, (ii) if by hand or overnight delivery, when so delivered, or (iii) if sent
by certified mail or overnight courier service within five days after deposit of such notice, postage prepaid, addressed (until another
address is filed in writing by the Warrant Agent with the Company), as follows:


 


Continental Stock
Transfer & Trust Company


1 State Street,
30th Floor


New York, New York
10004


Attn: Compliance
Department


 


9.3. Applicable Law.
The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in all respects by the laws of the
State of New York, without giving effect to conflict of laws. Subject to applicable law, the Company and the Warrant Agent hereby agree
that any action, proceeding or claim against either of them arising out of or relating in any way to this Agreement shall be brought and
enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably
submits to such jurisdiction, which jurisdiction shall be exclusive forum for any such action, proceeding or claim. The Company and the
Warrant Agent hereby waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding
the foregoing, the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the Exchange
Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum.


 


Any person or entity
purchasing or otherwise acquiring any interest in the Warrants shall be deemed to have notice of and to have consented to the forum
provisions in this Section 9.3. If any action, the subject matter of which is within the scope the forum provisions above, is filed
in a court other than a court located within the State of New York or the United States District Court for the Southern District of
New York (a “foreign action”) in the name of any Warrant holder, such Warrant holder shall be deemed to have
consented to: (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United
States District Court for the Southern District of New York in connection with any action brought in any such court to enforce the
forum provisions (an “enforcement action”), and (y) having service of process made upon such Warrant holder in
any such enforcement action by service upon such Warrant holder's counsel in the foreign action as agent for such Warrant
holder.


 






    10 


     


    

 


Any such process or summons
to be served upon the Company or the Warrant Agent may be served by transmitting a copy thereof by registered or certified mail, return
receipt requested, postage prepaid, addressed to it at the address set forth in Section 9.2 hereof. Such mailing shall be deemed
personal service and shall be legal and binding upon the party receiving such service in any action, proceeding or claim.


 


9.4. Persons
Having Rights under this Agreement. Nothing in this Agreement expressed and nothing that may be implied from any of the provisions
hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto and the
registered holders of the Warrants and, for the purposes of Section 2.5 hereof, the Representatives, any right, remedy, or claim under
or by reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions, stipulations,
promises, and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors
and assigns and of the registered holders of the Warrants.


 


9.5. Examination
of the Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Warrant Agent in the Borough
of Manhattan, City and State of New York, for inspection by the registered holder of any Warrant. The Warrant Agent may require any such
holder to submit its Warrant for inspection by it.


 


9.6. Counterparts.
This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes
be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


  


9.7. Effect
of Headings. The section headings herein are for convenience only and are not part of this Agreement and shall not affect the interpretation
thereof.


 


9.8 Amendments.
This Agreement may be amended by the parties hereto without the consent of any registered holder for the purpose of curing any ambiguity,
or of curing, correcting or supplementing any defective provision contained herein or adding or changing any other provisions with respect
to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties deem shall not
adversely affect the interest of the registered holders. All other modifications or amendments to this Agreement, including any amendment
to increase the Warrant Price or shorten the Exercise Period, shall require the written consent of the registered holders of a majority
of the then outstanding Warrants. Notwithstanding the foregoing, the Company may extend the duration of the Exercise Period pursuant to
Section 3.2 without the consent of the registered holders.


 


9.9 Trust
Account Waiver. The Warrant Agent acknowledges and agrees that it shall not make any claims or proceed against the trust account established
by the Company in connection with the Public Offering (as more fully described in the Registration Statement) (“Trust Account”),
including by way of set-off, and shall not be entitled to any funds in the Trust Account under any circumstance. In the event
that the Warrant Agent has a claim against the Company under this Agreement, the Warrant Agent will pursue such claim solely against the
Company and not against the property held in the Trust Account.


 


9.10 Severability.
This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the
validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable
term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to
such invalid or unenforceable provision as may be possible and be valid and enforceable.


  


[signature page follows]


 






    11 


     


    

 


IN WITNESS WHEREOF, this
Agreement has been duly executed by the parties hereto as of the day and year first above written.


  


	 	ROTH CH ACQUISITION V CO.
	 	 	 
	 	By:	 
	 	 	Name: Byron Roth
	 	 	Title: Co-Chief Executive Officer
	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY
	 	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title: 


 


[Signature Page to Warrant
Agreement]


 






     


     


    

 


EXHIBIT A


 


FORM OF WARRANT


 


	
    NUMBER

    [●]
	 		 	WARRANTS
	 	 	(SEE REVERSE SIDE FOR LEGEND)	 	 
	 	 	 	 	 
	 	 	THIS WARRANT WILL BE VOID IF NOT EXERCISED 

PRIOR TO

THE EXPIRATION DATE (DEFINED BELOW)	 	 


 


ROTH CH ACQUISITION V CO.


 


CUSIP [●]


 


WARRANT


 


THIS CERTIFIES THAT, for value received __________________________
is the registered holder of a warrant or warrants (the “Warrant(s)”) to purchase one fully paid and non-assessable share of
Common Stock, par value $0.0001 per share (“Shares”), of Roth CH Acquisition V Co., a Delaware corporation (the “Company”),
expiring at 5:00 p.m., New York City time, on the five-year anniversary (the “Expiration Date”) of the completion by the Company
of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination
with one or more businesses or entities (a “Business Combination”). As more fully described in the Company’s final prospectus
dated                     ,
2021, the Warrant entitles the holder thereof to purchase from the Company, commencing thirty (30) days after the Company’s completion
of a Business Combination, such number of Shares of the Company at the price of $11.50 per share, upon surrender of this Warrant Certificate
and payment of the Warrant Price at the office or agency of the Warrant Agent, Continental Stock Transfer & Trust Company, but only
subject to the conditions set forth herein and in the Warrant Agreement between the Company and Continental Stock Transfer & Trust
Company. In no event will the Company be required to net cash settle the warrant exercise. The Warrant Agreement provides that upon the
occurrence of certain events the Warrant Price and the number of Warrant Shares purchasable hereunder, set forth on the face hereof, may,
subject to certain conditions, be adjusted. The term Warrant Price as used in this Warrant Certificate refers to the price per Share at
which Shares may be purchased at the time the Warrant is exercised.


 


No fraction of a Share will
be issued upon any exercise of a Warrant. If the holder of a Warrant would be entitled to receive a fraction of a Share upon any exercise
of a Warrant, the Company shall, upon such exercise, round down to the nearest whole number the number of Shares to be issued to such
holder.


 


Upon any exercise of the Warrant
for less than the total number of full Shares provided for herein, there shall be issued to the registered holder hereof or the registered
holder’s assignee a new Warrant Certificate covering the number of Shares for which the Warrant has not been exercised.


 


Warrant Certificates, when
surrendered at the office or agency of the Warrant Agent by the registered holder hereof in person or by attorney duly authorized in writing,
may be exchanged in the manner and subject to the limitations provided in the Warrant Agreement, but without payment of any service charge,
for another Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants.


 


Upon due presentment for registration
of transfer of the Warrant Certificate at the office or agency of the Warrant Agent, a new Warrant Certificate or Warrant Certificates
of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee in exchange for this Warrant
Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any applicable tax or other governmental
charge.


 






     


     


    

 


The Company and the
Warrant Agent may deem and treat the registered holder as the absolute owner of this Warrant Certificate (notwithstanding any
notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the
registered holder, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the
contrary.


 


This Warrant does not entitle
the registered holder to any of the rights of a stockholder of the Company.


  


The Company reserves the right
to call the Warrant at any time prior to its exercise, with a notice of call in writing to the holders of record of the Warrant, giving
30 days’ notice of such call at any time after the Warrant becomes exercisable if the last sale price of the Shares has been at
least $18.00 per share for any 20 trading days within a 30 trading day period ending on the third trading day prior to the date on which
notice of such call is given, if, and only if, there is a current registration statement in effect with respect to the Shares underlying
the Warrant. The call price of the Warrants is to be $0.01 per Warrant. Any Warrant either not exercised or tendered back to the Company
by the end of the date specified in the notice of call shall be canceled on the books of the Company and have no further value except
for the $0.01 call price.


 


	 	 	 	 
	By	 	 	 
	 	Co-Chief Executive Officer	 	Chairman


 






     


     


    

 


SUBSCRIPTION FORM


 


To Be Executed by the Registered Holder in Order
to Exercise Warrants


 


The undersigned Registered Holder irrevocably
elects to exercise                      Warrants
represented by this Warrant Certificate, and to purchase the shares of Common Stock issuable upon the exercise of such Warrants, and requests
that Certificates for such shares shall be issued in the name of


 


 


	(PLEASE TYPE OR PRINT NAME AND ADDRESS)
	(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)


 


	and be delivered to	 
	 	(PLEASE PRINT OR TYPE NAME AND ADDRESS)


 


and, if such number of Warrants shall not be all
the Warrants evidenced by this Warrant Certificate, that a new Warrant Certificate for the balance of such Warrants be registered in the
name of, and delivered to, the Registered Holder at the address stated below:


 


	 	 	 	 
	Dated:	 	 	(SIGNATURE)
	 	 	 	 
	 	 	 	 
	 	 	 	(ADDRESS)
	 	 	 	 
	 	 	 	 
	 	 	 	(TAX IDENTIFICATION NUMBER)


 






     


     


    

 


ASSIGNMENT


 


To Be Executed by the Registered Holder in Order
to Assign Warrants


 


For Value Received,                      hereby
sells, assigns, and transfers unto


 


	 
	(PLEASE TYPE OR PRINT NAME AND ADDRESS)
	(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)


 


	and be delivered to	 	 
	 	 	(PLEASE PRINT OR TYPE NAME AND ADDRESS)


 


                                                            of the Warrants
represented by this Warrant Certificate, and hereby irrevocably constitute and appoint                                          
                     Attorney
to transfer this Warrant Certificate on the books of the Company, with full power of substitution in the premises.


 


	Dated:	 	 	 
	 	 	 	(SIGNATURE)


 


THE SIGNATURE TO THE ASSIGNMENT OF THE SUBSCRIPTION
FORM MUST CORRESPOND TO THE NAME WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT
OR ANY CHANGE WHATSOEVER, AND 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 UNDER THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED).