Exhibit 4.1


 


WARRANT AGREEMENT


 


This Warrant Agreement (“Warrant
Agreement”) is made as of March 2, 2021, by and between Roth CH Acquisition III Co., a Delaware corporation (the
 “Company”), and Continental Stock Transfer & Trust Company (the “Warrant Agent”).


 


WHEREAS, the Company is engaged in a public
offering (the “Public Offering”) of 10,000,000 units (the “Public Units”) of the Company
(and up to 1,500,000 additional Units if the underwriters’ over-allotment option is exercised in full), each Unit consisting
of one share of common stock, par value $0.0001 per share (the “Common Stock”), and one-quarter of one redeemable
warrant (the “Public Warrant” or “Public Warrants”), each whole Warrant entitling its holder
to purchase one share of Common Stock (the “Warrant Shares”) and, in connection therewith, the Company will
issue and deliver up to an aggregate of 2,500,000 Public Warrants underlying such Public Units (and up to an aggregate of 2,875,000
Public Warrants underlying such Public Units if the underwriters’ over-allotment option is exercised in full);


 


WHEREAS, the Company has received a binding
commitment from its initial stockholders to purchase up to an aggregate of 378,000 Units (or 408,000 Units if the overallotment
is exercised in full) (collectively, the “Private Units” together with the Public Units, the “Units”),
each Private Unit consisting of one share of Common Stock and one-quarter of one redeemable warrant with each whole warrant entitling
its holder to purchase one share of Common Stock pursuant to a Subscription Agreement dated the date hereof (the “Subscription
Agreement”), and, in connection therewith, the Company will issue and deliver up to an aggregate of 94,500 warrants underlying
such units (and up to an aggregate of 102,000 warrants underlying such units if the underwriters’ over-allotment option is
exercised in full) (the “Private Warrants” and, together with the Public Warrants and Private Warrants, the
 “Warrants”); and


 


WHEREAS, the Company has filed with the
Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-1, No. 333-252044
(“Registration Statement”), for the registration, under the Securities Act of 1933, as amended (the “Act”)
of, among other securities, the Public Warrants; 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, terms and provisions of the Warrants, including 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 legally valid and binding obligations of the Company, and to authorize the execution
and delivery of this Warrant 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 Warrant Agreement.


 


2.           
Warrants.


 


2.1          
Form of Warrant. Each whole 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, the Chief Executive Officer or the Chief Financial Officer of the Company. 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.


 






    1 


     


    

 


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


 


2.3         
Registration.


 


2.3.1       
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.


 


2.3.2       
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 shall be registered upon 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.


 


2.4         
Detachability of Public Warrants. Each of the securities comprising the Public 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 Public 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 this 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, each of which is comprised of one share of Common Stock and one-quarter
of one Public Warrant. If, upon the detachment of Public 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.


 


2.5         
Private Warrants. The Private Warrants (i) will be exercisable either for cash or on a cashless basis at the holder’s
option pursuant to Section 3.3 and (ii) will not be redeemable by the Company, in either case as long as the Private
Warrants are held by the initial purchasers or any of their permitted transferees (as prescribed in the Subscription Agreement).
The provisions of this Section 2.5 may not be modified, amended or deleted without the prior written consent of the
Representatives.


 


3.           
Terms and Exercise of Warrants.


 


3.1         
Warrant Price. Each Warrant shall, when countersigned by the Warrant Agent, entitle the Registered Holder thereof, subject
to the provisions of such Warrant and of this Warrant Agreement, to purchase from the Company the number of shares of Common Stock
stated therein, at $11.50 per full share, subject to the adjustments provided in Section 4 hereof. The term “Warrant
Price” as used in this Warrant Agreement refers to the price per whole share at which shares of Common Stock may be purchased
at the time such Warrants are exercised. The Company will not issue fractional shares. As a result, such Registered Holder must
exercise Warrants in multiples of four at the Warrant Price (subject to adjustment) in order to validly exercise his, her or its
Warrants.


 


3.2         
Duration of Warrants. A Warrant may be exercised only during the period (“Exercise Period”) commencing
thirty (30) days after the completion of the Company’s initial merger, share exchange, asset acquisition, share purchase,
recapitalization, reorganization or other similar business combination with one or more businesses or entities (a “Business
Combination”), and terminating at 5:00 p.m., New York City time, on the earlier to occur of (A) five years from
the date of the completion of an initial Business Combination, and (B) the date fixed for redemption of the Warrants as provided
in Section 6 of this Warrant Agreement (“Expiration Date”). Except with respect to the right to
receive the Redemption Price (as set forth in Section 6 hereunder), each Warrant not exercised on or before the Expiration
Date shall become void, and all rights thereunder and all rights in respect thereof under this Warrant Agreement shall cease at
the close of business on the Expiration Date. The Company may extend the duration of the Warrants by delaying the Expiration Date;
provided, however, that the Company will provide written notice of not less than 10 days to Registered Holders and the Warrant
Agent of such extension and that such extension shall be identical in duration among all of the then outstanding Warrants.


 






    2 


     


    

 


3.3         
Exercise of Warrants.


 


3.3.1       
Cash Exercise. Subject to the provisions of the Warrant and this Warrant Agreement, a Warrant, when countersigned by the
Company, 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, currently being:


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, NY 10004


Attn: Compliance Department


 


with the subscription form, as set forth in the Warrant, duly
executed, and by paying in full, in lawful money of the United States, by certified or bank cashier’s check payable to the
order of the Warrant Agent or by wire transfer to the Warrant Agent’s bank account, the Warrant Price for each whole Warrant
Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant,
the exchange of the Warrant for the Warrant Shares, and the issuance of the Warrant Shares (such exercise, a “Cash Exercise”).
A Cash Exercise in accordance with this Section 3.3.1 is available to the Registered Holder only during such times
that there is an effective registration statement registering the Warrant Shares, with the prospectus contained therein being available
for the resale of the Warrant Shares.


 


3.3.2       
Cashless Exercise. Notwithstanding anything contained herein to the contrary, if there is no effective registration statement
registering the Warrant Shares on any day the Registered Holder desires to exercise the Warrants and more than 120 days have passed
since the Company completed its initial Business Combination, the Registered Holder may exercise the Warrants in whole or in part
in lieu of making a cash payment, by providing notice to the Chief Executive Officer of the Company in a subscription form of its
election to utilize cashless exercise, in which event the Company shall issue to the Holder the number of Warrant Shares determined
as follows:


 


X = Y [(A-B)/A]


 


where:


 


X = the number of Warrant Shares to be issued to
the Holder.


 


Y = the number of Warrant Shares with respect to
which this Warrant is being exercised.


 


A = the fair market value of one share of Common
Stock.


 


B = the Warrant Price.


 


The Registered Holder may not exercise any Warrants in the absence
of a registration statement except pursuant to this Section 3.3.2. For purposes of this Section 3.3.2 and
Section 4.1, the fair market value of one share of Common Stock (“Fair Market Value”) is defined
as follows:


 


(i)           if the Company’s shares of Common Stock
are listed and traded on the New York Stock Exchange, the NYSE American, the NASDAQ Global Select Market, the NASDAQ Global Market
or the NASDAQ Capital Market (each, a “Trading Market”), the fair market value shall be deemed the volume weighted
average of the closing price on such Trading Market for the 20 trading days ending on the third trading day immediately prior to
the date the subscription form is submitted to the Company in connection with the exercise of the Warrant; or


 






    3 


     


    

 


(ii)          if the Company’s shares of Common
Stock are not listed on a Trading Market, but is traded in the over-the-counter market, the fair market value shall be deemed to
be the volume weighted average of the bid price on such Trading Market for the 20 trading days ending on the third trading day
immediately prior to the date the subscription form is submitted in connection with the exercise of the Warrant; or


 


(iii)         if there is no active public market for
the Company’s shares of Common Stock, the fair market value of the shares of Common Stock shall be determined in good faith
by the Company’s board of directors.


 


3.3.3       
Fractional Shares. Notwithstanding any provision to the contrary contained in this Warrant Agreement, the Company shall
not be required to issue any fraction of a Warrant Share in connection with the exercise of Warrants, and in any case where the
Registered Holder would be entitled under the terms of the Warrants to receive a fraction of a Warrant Share upon the exercise
of such Registered Holder’s Warrants, issue or cause to be issued only the largest whole number of Warrant Shares issuable
on such exercise (and such fraction of a Warrant Share will be disregarded); provided, that if more than one Warrant certificate
is presented for exercise at the same time by the same Registered Holder, the number of whole Warrant Shares which shall be issuable
upon the exercise thereof shall be computed on the basis of the aggregate number of Warrant Shares issuable on exercise of all
such Warrants.


 


3.3.4       
Issuance of Certificates. No later than three (3) business days following the exercise of any Warrant and the clearance
of the funds in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2,
the Company shall issue, or cause to be issued, to the Registered Holder of such Warrant a certificate or certificates representing
(or at the option of the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation)
the number of full 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 or surrendered in full, a new countersigned Warrant for the
number of shares as to which such Warrant shall not have been exercised or surrendered. Notwithstanding the foregoing, the Company
shall not deliver, or cause to be delivered, any securities without applicable restrictive legend pursuant to the exercise of a
Warrant unless (a) a registration statement under the Act with respect to the shares of Common Stock issuable upon exercise
of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants
is available for delivery to the Registered Holder of the Warrant or (b) in the opinion of counsel to the Company, the exercise
of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from
qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. 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. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise
or otherwise “net cash settle” the Warrant.


 


3.3.5       
Valid Issuance. All shares of Common Stock issued upon the proper exercise or surrender of a Warrant in conformity with
this Warrant Agreement shall be validly issued, fully paid and non-assessable.


 


3.3.6       
Date of Issuance. Each person or entity in whose name any such 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 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 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 are open.


 






    4 


     


    

 


3.3.7       
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 Subsection 3.3.7; however, no holder of a Warrant shall be subject to this Subsection 3.3.7
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 transfer 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.


 


4.           
Adjustments.


 


4.1         
Stock Dividends, Splits. If, after the date hereof, and subject to the provisions of Section 4.5 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. A rights offering to all holders of the shares of Common Stock
entitling holders to purchase shares of Common Stock at a price less than the Fair Market Value shall be deemed a stock dividend
of a number of shares of Common Stock equal to the product of (i) the number of shares of Common Stock actually sold in such
rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable
for the shares of Common Stock) multiplied by (ii) one (1) minus the quotient of (x) the price per share of Common
Stock paid in such rights offering divided by (y) the Fair Market Value. For purposes of this Subsection 4.1, if the
rights offering is for securities convertible into or exercisable for shares of Common Stock, in determining the price payable
for the shares of Common Stock, there shall be taken into account any consideration received for such rights, as well as any additional
amount payable upon exercise or conversion.


 


4.2         
Aggregation of Shares. If, after the date hereof, and subject to the provisions of Section 4.6, the number of
outstanding shares of Common Stock is decreased by a consolidation, combination or reclassification of shares of Common Stock or
other similar event, then, on the effective date of such consolidation, combination, 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 Subsection 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 Subsection
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).


 






    5 


     


    

 


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, (a) 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 (b) 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 one that solely
affects the par value of such 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; and 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 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.


 


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 last sale price
of the shares of Common Stock for the 20 trading days ending on the trading day prior to the date of the completion 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 – 4.6 the Company shall give written notice to each Registered
Holder, at the last address set forth for such Registered 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.


 






    6 


     


    

 


4.8         
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 Warrant 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.


 


4.9         
Notice of Certain Transactions. In the event that the Company shall (a) offer to holders of all its shares of Common
Stock rights to subscribe for or to purchase any securities convertible into shares of Common Stock or shares of stock of any class
or any other securities, rights or options, (b) issue any rights, options or warrants entitling all the holders of shares
of Common Stock to subscribe for shares of Common Stock, or (c) make a tender offer, redemption offer or exchange offer with
respect to the shares of Common Stock, the Company shall send to the Registered Holders a notice of such action or offer. Such
notice shall be mailed to the Registered Holders at their addresses as they appear in the Warrant Register, which shall specify
the record date for the purposes of such dividend, distribution or rights, or the date such issuance or event is to take place
and the date of participation therein by the holders of shares of Common Stock, if any such date is to be fixed, and shall briefly
indicate the effect of such action on the shares of Common Stock and on the number and kind of any other shares of stock and on
other property, if any, and the number of shares of Common Stock and other property, if any, issuable upon exercise of each Warrant
and the Warrant Price after giving effect to any adjustment pursuant to this Section 4 which would be required as a
result of such action. Such notice shall be given as promptly as practicable after the Company has taken any such action.


 


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 such firm determines 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         
Transfer of Public Warrants. Prior to the Detachment Date, the Public Warrants may be transferred or exchanged only together
with the Unit in which such Public 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 Public Warrants included in such Unit. From and after the Detachment Date, this Section 5.1 will have no further
force and effect.


 


5.2         
Registration of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant into
the Warrant Register, upon surrender of such Warrant for transfer, properly endorsed with signatures 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. The Warrants so cancelled shall be delivered by the
Warrant Agent to the Company from time to time upon the Company’s request.


 


5.3         
Procedure for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request for
exchange or transfer, and, thereupon, the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested
by the Registered Holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however,
that, in the event a Warrant surrendered for transfer bears a restrictive legend, the Warrant Agent shall not cancel such Warrant
and shall 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.


 






    7 


     


    

 


5.4         
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 for a fraction of a warrant.


 


5.5         
Service Charges. There shall be a reasonable service charge paid to the Warrant Agent for any exchange or registration of
transfer of Warrants.


 


5.6         
Warrant Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance
with the terms of this Warrant 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.


 


5.7         
Private Warrants. The Warrant Agent shall not register any transfer of Private Warrants until after the consummation by
the Company of a Business Combination, except for transfers made in accordance with the terms of the Subscription Agreement.


 


6.           
Redemption.


 


6.1         
Redemption. Subject to Section 6.5, all (and not less than all) of the outstanding Warrants may be redeemed,
in whole and not in part, at the option of the Company, at any time after the Warrants become exercisable, and prior to their expiration,
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 last sales price of the shares of Common Stock has been equal to or greater than $18.00 per
share (subject to adjustment for splits, dividends, recapitalizations and other similar events) (the “Redemption Trigger
Price”), for any twenty (20) trading days within a thirty (30) trading day period commencing after the Warrants
become exercisable and ending on the third business day prior to the date on which notice of redemption is given and provided further
that there is a current registration statement in effect with respect to the shares of Common Stock underlying the Warrants for
each day in the 30-Day Trading Period and continuing each day thereafter until the Redemption Date (defined below).


 


6.2         
Date Fixed for, and Notice of, Redemption. In the event the Company shall elect to redeem all of the Warrants, 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 30 days prior to the date fixed for redemption to the Registered Holders of
the Warrants to be redeemed at their last addresses as they shall appear on the Warrant Register. 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 in accordance with Section 3 of this Warrant
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; provided that the Company may require the Registered Holder who desires to exercise the Warrant
to elect cashless exercise as set forth under Section 3.3.2, and such Registered Holder must exercise the Warrants
on a cashless basis if the Company so requires. On and after the Redemption Date, the Registered Holder of the Warrants shall have
no further rights except to receive, upon surrender of the Warrants, the Redemption Price.


 


6.4         
No Other Rights to Cash Payment. Except for a redemption in accordance with this Section 6, no Registered Holder
of any Warrant shall be entitled to any cash payment whatsoever from the Company in connection with the ownership, exercise or
surrender of any Warrant under this Warrant Agreement.


 


6.5         
Exclusion of Certain Warrants. The Company understands that the redemption rights provided for by this Section 6
apply only to outstanding Warrants. To the extent a person holds rights to purchase Warrants, such purchase rights shall not be
extinguished by redemption. However, once such purchase rights are exercised, the Company may redeem the Warrants issued upon such
exercise provided that the criteria for redemption is met. Additionally, none of the Private Warrants shall be redeemable by the
Company as long as such Private Warrants continue to be held by initial purchasers and affiliates or their permitted transferees
(as prescribed in Section 5.7 hereof). However, once such Private Warrants are no longer held by the initial purchasers
or their affiliates or permitted transferees, such Private Warrants shall then be redeemable by the Company pursuant to Section 6
hereof. The provisions of this Section 6.5 may not be modified, amended or deleted without the prior written consent
of the Representatives.


 






    8 


     


    

 


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


 


7.1         
No Rights as Shareholder. A Warrant does not entitle the Registered Holder thereof to any of the rights of a shareholder
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 shareholders in respect of the meetings of shareholders 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 terms 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 Warrant 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.


 


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 30 days after it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the
Registered Holder of the Warrant (who shall, with such notice, submit his, her or its Warrant for inspection by the Company), then
the Registered 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. 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 be authorized under such laws to exercise corporate trust powers and
subject to supervision or examination by federal or state authorities. 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.


 






    9 


     


    

 


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 Warrant Agreement without any further act on the part of the Company or the Warrant Agent.


 


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 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 Warrant Agreement.


 


8.4         
Liability of Warrant Agent.


 


8.4.1       
Reliance on Company Statement. Whenever, in the performance of its duties under this Warrant 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 Warrant Agreement.


 


8.4.2       
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith.
The Company agrees to indemnify the Warrant Agent and hold 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 Warrant Agreement, except
as a result of the Warrant Agent’s 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 Warrant 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 Warrant 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 Warrant Agreement or any Warrant or as to whether any shares of Common Stock will when
issued be valid and fully paid and non-assessable.


 


8.5         
Acceptance of Agency. The Warrant Agent hereby accepts the agency established by this Warrant 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 moneys received by the Warrant Agent for the purchase
of shares of the Company’s shares of Common Stock through the exercise of Warrants.


 






    10 


     


    

 


8.6         
Waiver. The Warrant Agent hereby waives any right of set-off or any other right, title, interest or claim of any kind (“Claim”)
in or to any distribution of the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the
date hereof, by and between the Company and the Warrant Agent as trustee thereunder) and hereby agrees not to seek recourse, reimbursement,
payment or satisfaction for any Claim against the Trust Account for any reason whatsoever.


 


9.           
Miscellaneous Provisions.


 


9.1         
Successors. All the covenants and provisions of this Warrant 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 Warrant Agreement to be given or made by the Warrant Agent or
by the Registered Holder of any Warrant to or on the Company shall be delivered by hand or sent by registered or certified mail
or overnight courier service, addressed (until another address is filed in writing by the Company with the Warrant Agent) as follows:


 


Roth CH Acquisition III 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 Warrant Agreement
to be given or made by the Registered Holder of any Warrant or by the Company to or on the Warrant Agent shall be delivered by
hand or sent by registered or certified mail or overnight courier service, 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, NY 10004


Attn: Compliance Department


 


Any notice, sent pursuant to this Warrant Agreement shall be
effective, if delivered by hand, upon receipt thereof by the party to whom it is addressed, if sent by overnight courier, on the
next business day of the delivery to the courier, and if sent by registered or certified mail on the third day after registration
or certification thereof.


 


9.3         
Applicable Law. The validity, interpretation, and performance of this Warrant 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 Warrant 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.


 






    11 


     


    

 


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.


 


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 Warrant Agreement. Nothing in this Warrant 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 and the underwriters, any right, remedy, or claim under or by reason of this Warrant Agreement or of any covenant,
condition, stipulation, promise, or agreement hereof. All covenants, conditions, stipulations, promises, and agreements contained
in this Warrant 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 Warrant Agreement. A copy of this Warrant 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 Registered Holder to submit his, her or its Warrant for inspection.


 


9.6         
Counterparts- Facsimile Signatures. This Warrant Agreement may be executed in any number of counterparts, and each of such
counterparts shall, for all purposes, be deemed to be an original, and all such counterparts shall together constitute one and
the same instrument. Facsimile signatures shall constitute original signatures for all purposes of this Warrant Agreement.


 


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


 


9.8         
Amendments. This Warrant Agreement and any Warrant certificate may be amended by the parties hereto by executing a supplemental
warrant agreement (a “Supplemental Agreement”), without the consent of any of the Warrant holders, for the purpose
of (i) curing any ambiguity, or curing, correcting or supplementing any defective provision contained herein, or making any
other provisions with respect to matters or questions arising under this Warrant Agreement that is not inconsistent with the provisions
of this Warrant Agreement or the Warrant certificates, (ii) evidencing the succession of another corporation to the Company
and the assumption by any such successor of the covenants of the Company contained in this Warrant Agreement and the Warrants,
(iii) evidencing and providing for the acceptance of appointment by a successor Warrant Agent with respect to the Warrants,
(iv) adding to the covenants of the Company for the benefit of the Registered Holders or surrendering any right or power conferred
upon the Company under this Warrant Agreement, or (viii) amending this Warrant Agreement and the Warrants in any manner that
the Company may deem to be necessary or desirable and that will not adversely affect the interests of the Registered Holders in
any material respect. All other modifications or amendments to this Warrant 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 in accordance
with Section 3.2 without such consent.


 


9.9         
Severability. This Warrant 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 Warrant 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 Warrant 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]


 






    12 


     


    

 


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


 


	 	ROTH CH ACQUISITION III CO.
	 	 	 
	 	By:	/s/ Byron Roth
	 	 	Name:   Byron Roth  
	 	 	Title:     Co-Chief Executive Officer
	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY
	 	 	 
	 	By:	/s/ Erika Young
	 	 	Name:  Erika Young
	 	 	Title:    Vice President



 


[SIGNATURE PAGE TO THE WARRANT AGREEMENT]


 






     


     


    

 


Exhibit A


 


Form of Warrant


 


	
        NUMBER

        ROCRW

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

PRIOR TO

THE EXPIRATION DATE (DEFINED BELOW)	 	 


 


ROTH CH ACQUISITION III CO.


 


CUSIP 77867Q 110


 


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 III 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 business 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	 	 	 
	 	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).