Exhibit 4.3


 


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 77867R118


 


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).