Exhibit 10.1


 


THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED
OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY
IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.


 


PROMISSORY NOTE


 


	Principal Amount: $500,000	Dated as of November 3, 2021


 


Roth CH Acquisition III Co.,
a Delaware corporation (the “Maker”), promises to pay to the order of each of the undersigned payees, or their registered
assigns or successors in interest (the “Payees”) the principal amounts set forth in Exhibit A hereto (or in the aggregate,
the principal sum of Five Hundred Thousand Dollars ($500,000)), in lawful money of the United States of America, on the terms and conditions
described below. All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined
by the Maker to such account as the Payees may from time to time designate by written notice in accordance with the provisions of this
Note.


 


	1.	Principal. The principal balance of this Promissory Note (this “Note”) shall be payable
promptly after the date on which the Maker consummates an initial business combination (a “Business Combination”) with a target
business (as described in the Maker’s intial public offering prospectus dated March 2, 2021 (the “Prospectus”)). The
principal balance may be prepaid at any time.



 


	2.	Interest. No interest shall accrue on the unpaid principal balance of this Note.



 


	3.	Non-Convertible; Non-Recourse. This Note shall not be convertible into any securities of Maker, and Payee shall have no recourse
with respect to the Payees’ ability to convert this Note into any securities of Maker.



 


	4.	Application of Payments. All payments shall be applied first to payment in full of any costs incurred
in the collection of any sum due under this Note, including (without limitation) reasonable attorney’s fees, then to the payment
in full of any late charges and finally to the reduction of the unpaid principal balance of this Note.



 


	5.	Events of Default. The following shall constitute an event of default (“Event of Default”):



 


		(a)	Failure to Make Required Payments. Failure by Maker to pay the principal of this Note within five
(5) business days following the date when due.



 


		(b)	Voluntary Liquidation, Etc. The commencement by Maker of a proceeding relating to its bankruptcy,
insolvency, reorganization, rehabilitation or other similar action, or the consent by it to the appointment of, or taking possession by,
a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) for Maker or for any substantial
part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its
debts as such debts become due, or the taking of corporate action by Maker in furtherance of any of the foregoing.






 






     


     


    

 


		(c)	Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction
in the premises in respect of Maker in an involuntary case under any applicable bankruptcy, insolvency or similar law, for the appointing
of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) for Maker or for any substantial part of its
property, or ordering the winding-up or liquidation of the affairs of Maker, and the continuance of any such decree or order unstayed
and in effect for a period of 60 consecutive days.



 


	6.	Remedies.



 


		(a)	Upon the occurrence of an Event of Default specified in Section 5(a) hereof, the Payees may, by written
notice to Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other
amounts payable hereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind,
all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.



 


		(b)	Upon the occurrence of an Event of Default specified in Sections 5(b) or 5(c), the unpaid principal balance
of this Note, and all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all
cases without any action on the part of the Payees.



 


	7.	Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment
for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections
in any proceedings instituted by the Payees under the terms of this Note, and all benefits that might accrue to Maker by virtue of any
present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property,
from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time
for payment; and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ
of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by the Payees.



 


	8.	Unconditional Liability. Maker hereby waives all notices in connection with the delivery,
                                                                    acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional,
                                                                    without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time,
                                                                    renewal, waiver or modification granted or consented to by the Payees, and consents to any and all extensions of time, renewals,
                                                                    waivers, or modifications that may be granted by all of the the Payees with respect to the payment or other provisions of this Note,
                                                                    and agrees that additional makers, endorsers, guarantors,
or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder.



 






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	9.	Notices. Any notice called for hereunder shall be deemed properly given if (i) sent by certified
mail, return receipt requested, (ii) personally delivered, (iii) dispatched by any form of private or governmental express mail or delivery
service providing receipted delivery or (iv) sent by facsimile or (v) by email to the following addresses or to such other address as
either party may designate by notice in accordance with this Section:



 


If to Maker:




ROTH CH ACQUISITION III CO.


888 San Clemente Drive, Suite 400


Newport Beach, CA 92660


Attn: Gordon Roth


Email: GRoth@roth.com


 


If to Payee, to the Payee’s address
set Forth in Exhibit A.


 


Notice shall be deemed given
on the earlier of (i) actual receipt by the receiving party, (ii) the date shown on a facsimile transmission confirmation, (iii) the date
reflected on a signed delivery receipt, or (iv) two (2) Business Days following tender of delivery or dispatch by express mail or delivery
service.


 


	10.	Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.



 


	11.	Jurisdiction. The courts of the State of New York have exclusive jurisdiction to settle any dispute
arising out of or in connection with this agreement (including a dispute relating to any non-contractual obligations arising out of or
in connection with this agreement) and the parties submit to the exclusive jurisdiction of the courts of New York.



 


	12.	Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof,
and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other
jurisdiction.



 


		13.	No Claims Against Trust Account. The Payees have been provided a copy of the Prospectus. Notwithstanding anything herein to
the contrary, each Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to any
amounts contained in the trust account in which the proceeds of the initial public offering (the “IPO”) conducted by the Maker
and the proceeds of the sale of securities in a private placement that occurred prior to the effectiveness of the IPO, as described in
greater detail in the Prospectus, were placed, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any
Claim from the trust account or any distribution therefrom for any reason whatsoever. If Maker
does not consummate a Business Combination, this Note shall be repaid only from amounts remaining outside of the Trust Account, if any.





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	14.	Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent
of the Maker and the Payees.



 


	15.	Assignment. No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by
operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required
consent shall be void.



 


	16.	Further Assurance. The Maker shall, at its own cost and expense, execute and do (or procure to be executed and done by any
other necessary party) all such deeds, documents, acts and things as the Payees may from time to time require as may be necessary to give
full effect to this Promissory Note.



 


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intentionally left blank]


 




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IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has
caused this Note to be duly executed by the undersigned as of the day and year first above written.


 


	 	ROTH CH Acquisition III Co.
	 	 	 
	 	By:	/s/ Gordon Roth
	 	Name:	Gordon Roth
	 	Title:	Chief Financial Officer



 


Accepted and Agreed:


 


	CR FINANCIAL HOLDINGS, INC.	 
	 	 	 	 
	By:	/s/ Gerald Mars	 
		Name:	Gerald Mars	 
		Title:	Chief Financial Officer	 



 


	CRAIG-HALLUM CAPITAL GROUP LLC	 
	 	 	 	 
	By:	/s/ Steve Dyer	 
	 	Name:	Steve Dyer	 
	 	Title:	Chief Executive Officer	 






 





	/s/ James Zavoral	 
	Name: James Zavoral	 
	 	 
	/s/ Kevin Harris	 
	Name: Kevin Harris	 
	 	 
	/s/ William F. Hartfiel III	 
	Name: William F. Hartfiel III	 
	 	 
	/s/ Brad Baker	 
	Name: Brad Baker	 
	 	 
	/s/ George Sutton	 
	Name: George Sutton	 



 


[Signature Page – Promissory Note]


 




    	 	 	 



     


    




 


	/s/ Dan Kapke	 
	Name: Dan Kapke	 
	 	 
	/s/ Steve Dyer	 
	Name: Steve Dyer	 
	 	 
	/s/ Mike Anderson	 
	Name: Mike Anderson	 
	 	 
	/s/ Christian Schwab	 
	Name: Christian Schwab	 
	 	 
	/s/ Donald Hultstrand	 
	Name: Donald Hultstrand	 
	 	 
	/s/ John Lipman	 
	Name: John Lipman	 



 


[Signature Page – Promissory Note]


  






     


     


    

 


Exhibit A