Exhibit 10.7


 


ROTH CAPITAL PARTNERS, LLC


888 San Clemente Dr.


Newport Beach CA, 92660


 


CRAIG-HALLUM CAPITAL GROUP LLC


222 South Ninth Street, Suite 350


Minneapolis, MN 55402


 


March 2, 2021


 


Roth CH Acquisition III Co.


888 San Clemente Drive, Suite 400


Newport Beach, CA 92660


 


Ladies and Gentlemen:


 


This is to confirm our agreement (this “Agreement”)
whereby Roth CH Acquisition III Co., a Delaware corporation (“Company”), has requested Roth Capital Partners,
LLC and Craig-Hallum Capital Group LLC (each an “Advisor” and together the “Advisors”) to
assist it in connection with the Company’s initial merger, stock exchange, asset acquisition, stock purchase, recapitalization,
reorganization or similar business combination (in each case, a “Business Combination”) with one or more businesses
or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File
No. 333-252044) filed with the Securities and Exchange Commission (“Registration Statement”) in connection
with its initial public offering (“IPO”).


 


1.  Services and Fees.


 


(a) The Advisors will, if requested by the Company:


 


	 	(i)	Assist the Company in the transaction structuring and negotiation of a definitive purchase agreement with respect to the Business Combination;


 


	 	(ii)	Hold meetings with Company shareholders to discuss the Business Combination and the Target’s attributes;


 


	 	(iii)	Introduce the Company to potential investors to purchase the Company’s securities in connection with the Business Combination;


 


	 	(iv)	Assist the Company in trying to obtain shareholder approval for the Business Combination, including assistance with the Company’s proxy statement or tender offer materials; and


 


	 	(v)	Assist the Company with relevant financial analysis, presentations, press releases and filings related to the Business Combination or the Target.


 


(b) As compensation for the foregoing
services, the Company will pay the Advisors a cash fee of equal to, in the aggregate, of 3.5% of the gross proceeds received by
the Company in the IPO (“Fee”). The Fee shall be payable in cash and is due and payable to the Advisors by wire transfer
at the closing of the Business Combination (“Closing”) from the Trust Account (defined below). If a proposed
Business Combination is not consummated for any reason, no Fee shall be due or payable to the Advisors hereunder. The Fee shall
be exclusive of any finder’s fees which may become payable to the Advisors pursuant to any subsequent agreement between either
of the Advisors and the Company or the Target.


 


2. Expenses.


 


At the Closing, the Company shall reimburse
the Advisors up to $20,000 for their reasonable costs and expenses incurred (including its fees and disbursements of counsel) in
connection with the performance of its services hereunder; provided, however, all expenses in excess of $5,000 in the aggregate
shall be subject to the Company’s prior written approval, which approval will not be unreasonably withheld. Reimbursable
expenses shall be due and payable to the Advisors by wire transfer at the Closing from the Trust Account.


 






    	 	 	 



     


    

 


3. Company Cooperation.


 


The Company will cooperate with the Advisors
including, but not limited to, providing to the Advisors and their counsel, on a timely basis, all documents and information regarding
the Company and Target that the Advisors may reasonably request or that are otherwise relevant to the Advisors’ performance
of their obligations hereunder (collectively, the “Information”); making the Company’s management, auditors,
consultants and advisors available to the Advisors; and, using commercially reasonable efforts to provide the Advisors with reasonable
access to the management, auditors, suppliers, customers, consultants and advisors of Target. The Company will promptly notify
the Advisors of any change in facts or circumstances or new developments affecting the Company or Target or that might reasonably
be considered material to the Advisors’ engagement hereunder.


 


4. Representations; Warranties and Covenants.


 


The Company represents, warrants and covenants
to each of the Advisors that all Information it makes available to the Advisors by or on behalf of the Company in connection with
the performance of their obligations hereunder will not contain any untrue statement of a material fact or omit to state a material
fact necessary in order to make statements made, in light of the circumstances under which they were made, not misleading as of
the date thereof and as of the consummation of the Business Combination.


 


5. Indemnity.


 


The Company shall indemnify each of the
Advisors and their respective affiliates and their respective directors, officers, employees, shareholders, representatives and
agents in accordance with the indemnification provisions set forth in Annex I hereto, all of which are incorporated herein by reference.


 


Notwithstanding the foregoing and Annex
I, each Advisor agrees, if there is no Closing, (i) that it does not have any right, title, interest or claim of any kind
in or to any monies in the Company’s trust account established in connection with the IPO (“Trust Account”)
with respect to this Agreement (each, a “Claim”); (ii) to waive any Claim it may have in the future as
a result of, or arising out of, any services provided to the Company hereunder; and (iii) to not seek recourse against the
Trust Account with respect to the Fee.


 


6. Use of Name and Reports.


 


Without the Advisors’ prior written
consent, neither the Company nor any of its affiliates (nor any director, officer, manager, partner, member, employee, representative
or agent thereof) shall quote or refer to, in any filings with the Securities and Exchange Commission, any advice rendered by the
Advisors to the Company or any communication from the Advisors, in each case, in connection with performance of the Advisors’
services hereunder, except as required by applicable federal or state law, regulation or securities exchange rule.


 


7. Status as Independent Contractor.


 


Each of the Advisors shall perform its services
as an independent contractor and not as an employee of the Company or affiliate thereof. It is expressly understood and agreed
to by the parties that each Advisor shall have no authority to act for, represent or bind the Company or any affiliate thereof
in any manner, except as may be expressly agreed to by the Company in writing. In rendering such services, each Advisor will be
acting solely pursuant to a contractual relationship on an arm’s-length basis. This Agreement is not intended to create a
fiduciary relationship between the parties and neither the Advisors nor any of the Advisors’ officers, directors or personnel
will owe any fiduciary duty to the Company or any other person in connection with any of the matters contemplated by this Agreement.


 


8. Potential Conflicts.


 


The Company acknowledges that each of the
Advisors is a full-service securities firm engaged in securities trading and brokerage activities and providing investment banking
and advisory services from which conflicting interests may arise. Subject to applicable law, in the ordinary course of business,
each Advisor and its respective affiliates may at any time hold long or short positions, and may trade or otherwise effect transactions,
for their own account or the accounts of customers, in debt or equity securities of the Company, its affiliates or other entities
that may be involved in the transactions contemplated hereby. Nothing in this Agreement shall be construed to limit or restrict
either Advisor or any of its respective affiliates in conducting such business to the extent permitted by applicable law.


 






    	 	 	 



     


    

 


9. Entire Agreement.


 


This Agreement constitutes the entire understanding
between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written,
with respect thereto. This Agreement may not be modified or terminated orally or in any manner other than by an agreement in writing
signed by the parties hereto.


 


10. Notices.


 


Any notices required or permitted to be
given hereunder shall be in writing and shall be deemed given when mailed by certified mail or private courier service, return
receipt requested, addressed to each party at its respective addresses set forth above, or such other address as may be given by
a party in a notice given pursuant to this Section.


 


11. Successors and Assigns.


 


This Agreement may not be assigned by any
of the parties without the written consent of the others. This Agreement shall be binding upon and shall inure to the benefit of
the parties hereto and, except where prohibited, to their successors and assigns.


 


12. Non-Exclusivity.


 


Nothing herein shall be deemed to restrict
or prohibit the engagement by the Company of other consultants providing the same or similar services or the payment by the Company
of fees to such other consultants. The Company’s engagement of any other consultant(s) shall not affect the Advisors’
right to receive the Fee and reimbursement of expenses pursuant to this Agreement.


 


13. Applicable Law; Venue.


 


This Agreement shall be construed and enforced
in accordance with the laws of the State of New York without giving effect to conflict of laws. In the event of any dispute under
this Agreement, then and in such event, each party hereto agrees that the dispute shall be brought and enforced in the courts of
the State of New York, County of New York under the accelerated adjudication procedures of the Commercial Division, or the United
States District Court for the Southern District of New York, in each event at the discretion of the party initiating the dispute.
Each party irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Each party hereby waives any objection
to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any such process or summons to be served upon
a party may be served by transmitting a copy thereof by registered or certified mail, postage prepaid, addressed to such party
at the address set forth at the beginning of this Agreement. Such mailing shall be deemed personal service and shall be legal and
binding upon the party being served in any action, proceeding or claim. The Company agrees that each Advisor shall be entitled
to recover all of its reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred in connection
with the preparation therefor if it is the prevailing party in such action or proceeding. EACH PARTY HEREBY IRREVOCABLY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


14. Counterparts.


 


This Agreement may be executed in several
original or facsimile counterparts, each one of which shall constitute an original, and together shall constitute but one instrument.


 









    	 	 	 



     


    

 


If the foregoing correctly
sets forth the understanding between the Advisors and the Company with respect to the foregoing, please so indicate your agreement
by signing in the place provided below, at which time this letter shall become a binding contract.


 


	 	ROTH CAPITAL PARTNERS, LLC
	 	 	 
	 	By:	/s/ Byron Roth
	 	Name:	Byron Roth
	 	Title:	Chief Executive Officer


 


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


 


	AGREED AND ACCEPTED BY:	 
	 	 
	ROTH CH ACQUISITION III CO.	 
	 	 	 
	By:	/s/ Byron Roth	 
	Name:	Byron Roth	 
	Title:	Chief Executive Officer	 


 









    	 	 	 



     


    

 


ANNEX I


 


Indemnification


 


In connection with the Company’s engagement
of Roth Capital Partners, LLC and Craig-Hallum Capital Group LLC (each an “Advisor” and together the “Advisors”)
pursuant to that certain letter agreement (“Agreement”) of which this Annex forms a part, Roth CH Acquisition
III Co. (the “Company”) hereby agrees, subject to the second paragraph of Section 5 of the Agreement, to
indemnify and hold harmless each of the Advisors and its respective affiliates and their respective directors, officers, shareholders,
agents and employees of any of the foregoing (collectively the “Indemnified Persons”), from and against any
and all claims, actions, suits, proceedings (including those of shareholders), damages, liabilities and expenses incurred by any
of them (including the reasonable fees and expenses of counsel), as incurred, (collectively a “Claim”), that
(A) are related to or arise out of (i) any actions taken or omitted to be taken (including any untrue statements made
or any statements omitted to be made) by the Company, or (ii) any actions taken or omitted to be taken by any Indemnified
Person in connection with the Company’s engagement of the Advisors, or (B) otherwise relate to or arise out of the Advisors’
activities on the Company’s behalf under the Advisors’ engagement, and the Company shall reimburse any Indemnified
Person for all expenses (including the reasonable fees and expenses of counsel) as incurred by such Indemnified Person in connection
with investigating, preparing or defending any such claim, action, suit or proceeding, whether or not in connection with pending
or threatened litigation in which any Indemnified Person is a party.


 


The Company will not, however, be responsible
for any Claim that is finally judicially determined to have resulted from the gross negligence or willful misconduct of any person
seeking indemnification for such Claim. The Company further agrees that no Indemnified Person shall have any liability to the Company
for or in connection with the Company’s engagement of the Advisors except for any Claim incurred by the Company as a result
of such Indemnified Person’s gross negligence or willful misconduct.


 


The Company further agrees that it will
not, without the prior written consent of the Advisors which consent may not be unreasonably withheld, settle, compromise or consent
to the entry of any judgment in any pending or threatened Claim in respect of which indemnification may be sought hereunder (whether
or not any Indemnified Person is an actual or potential party to such Claim), unless such settlement, compromise or consent includes
an unconditional, irrevocable release of each Indemnified Person from any and all liability arising out of such Claim.


 


Promptly upon receipt by an Indemnified
Person of notice of any complaint or the assertion or institution of any Claim with respect to which indemnification is being sought
hereunder, such Indemnified Person shall notify the Company in writing of such complaint or of such assertion or institution but
failure to so notify the Company shall not relieve the Company from any obligation it may have hereunder, except and only to the
extent such failure results in the forfeiture by the Company of substantial rights and defenses. If the Company so elects or is
requested by such Indemnified Person, the Company will assume the defense of such Claim, including the employment of counsel reasonably
satisfactory to such Indemnified Person and the payment of the fees and expenses of such counsel. In the event, however, that legal
counsel to such Indemnified Person reasonably determines that having common counsel would present such counsel with a conflict
of interest or if the defendant in, or target of, any such Claim, includes an Indemnified Person and the Company, and legal counsel
to such Indemnified Person reasonably concludes that there may be legal defenses available to it or other Indemnified Persons different
from or in addition to those available to the Company, then such Indemnified Person may employ its own separate counsel to represent
or defend him, her or it in any such Claim and the Company shall pay the reasonable fees and expenses of such counsel. Notwithstanding
anything herein to the contrary, if the Company fails timely or diligently to defend, contest, or otherwise protect against any
Claim, the relevant Indemnified Party shall have the right, but not the obligation, to defend, contest, compromise, settle, assert
crossclaims, or counterclaims or otherwise protect against the same, and shall be fully indemnified by the Company therefor, including
without limitation, for the reasonable fees and expenses of its counsel and all amounts paid as a result of such Claim or the compromise
or settlement thereof.


 


In addition, with respect to any Claim in
which the Company assumes the defense, the Indemnified Person shall have the right to participate in such Claim and to retain his,
her or its own counsel therefor at his, her or its own expense.


 






    	 	 	 



     


    

 


The Company agrees that if any indemnity
sought by an Indemnified Person hereunder is held by a court to be unavailable for any reason then (whether or not either Advisor
is an Indemnified Person), the Company and the Advisors shall contribute to the Claim for which such indemnity is held unavailable
in such proportion as is appropriate to reflect the relative benefits to the Company, on the one hand, and the Advisors on the
other, in connection with the Advisors’ engagement referred to above, subject to the limitation that in no event shall the
amount of the Advisors’ contribution to such Claim exceed the amount of fees actually received by the Advisors from the Company
pursuant to the Advisors’ engagement. The Company hereby agrees that the relative benefits to the Company, on the one hand,
and the Advisors on the other, with respect to the Advisors’ engagement shall be deemed to be in the same proportion as (a) the
total value paid or proposed to be paid or received by the Company or its shareholders as the case may be, pursuant to the transaction
(whether or not consummated) for which the Advisors are engaged to render services bears to (b) the fee paid or proposed to
be paid to the Advisors in connection with such engagement.


 


The Company’s indemnity, reimbursement
and contribution obligations under this Agreement (a) shall be in addition to, and shall in no way limit or otherwise adversely
affect any rights that any Indemnified Party may have at law or at equity and (b) shall be effective whether or not the Company
is at fault in any way.