Exhibit 10.2


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Investment Management Trust Agreement
(this “Agreement”) is made as of [_], 2021 by and between Roth CH Acquisition III Co. (the “Company”) and
Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).


 


WHEREAS, the Company’s registration
statement on Form S-1, No. 333-252044 (“Registration Statement”), for its initial public offering of securities
(“IPO”) has been declared effective as of the date hereof (“Effective Date”) by the U.S. Securities and
Exchange Commission (capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Registration
Statement); and


 


WHEREAS, Roth Capital Partners, LLC and
Craig-Hallum Capital Group LLC (collectively, the “Representatives”) are jointly acting as the representatives of the
underwriters (collectively, the “Underwriters”) in the IPO pursuant to an underwriting agreement between the Company
and the Underwriters (“Underwriting Agreement”); and


 


WHEREAS, simultaneously with the IPO, initial
stockholders of the Company will be purchasing up to 408,000 private units (“Private Placement Units”) from the Company
for an aggregate purchase price of up to $4,080,000; and


 


WHEREAS, as described in the Registration Statement, and in
accordance with the Company’s Amended and Restated Certificate of Incorporation, as the same may be amended from time to
time (the “Charter”), $100,000,000 of the net proceeds of the IPO and sale of the Private Placement Units ($115,000,000
if the underwriters’ over-allotment option is exercised in full) will be delivered to the Trustee to be deposited and held
in a segregated trust account located at all times in the United States (the “Trust Account”) for the benefit of the
Company and the holders of the Company’s shares of common stock, par value $0.0001 per share (“Common Stock”),
issued in the IPO as hereinafter provided (the amount to be delivered to the Trustee will be referred to herein as the “Property”;
the shareholders for whose benefit the Trustee shall hold the Property will be referred to as the “Public Shareholders,”
and the Public Shareholders and the Company will be referred to together as the “Beneficiaries”); and


 


WHEREAS, the Company and the Trustee desire
to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.


 


IT IS AGREED:


 


1.            Agreements
and Covenants of Trustee. The Trustee hereby agrees and covenants to:


 


(a)              Hold
the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in a segregated trust account (“Trust
Account”) established by the Trustee in the United States at JPMorgan Chase Bank, N.A. (or at another U.S. chartered commercial
bank with consolidated assets of $100 billion or more) maintained by Trustee, and at a brokerage institution selected by the Trustee
that is reasonably satisfactory to the Company;


 


(b)              Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein;


 


(c)              In a timely manner, upon the instruction of the Company, invest and reinvest the Property (i) in United States government
treasury bills, notes or bonds having a maturity of 185 days or less and/or (ii) in money market funds meeting certain conditions
under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, and that invest solely in U.S. treasuries,
as determined by the Company; it being understood that the Trust Account will earn no interest while account funds are uninvested
awaiting the Company’s instructions hereunder and that Trustee may earn bank credits or other consideration;


 






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(d)              Collect
and receive, when due, all principal and income arising from the Property, which shall become part of the “Property,”
as such term is used herein;


 


(e)              Notify
the Company and the Underwriters of all communications received by it with respect to any Property requiring action by the Company;


 


(f)               Supply
any necessary information or documents as may be requested by the Company in connection with the Company’s preparation of
its tax returns;


 


(g)              Participate
in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed
by the Company to do so;


 


(h)              Render
to the Company monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements
of the Trust Account; and


 


(i)               Commence
liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination
Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B,
signed on behalf of the Company by its President, Chief Executive Officer or Chairman of the Board and Secretary or Assistant Secretary
and, in the case of a Termination Letter in a form substantially similar to that attached hereto as Exhibit A, acknowledged
and agreed to by the Representatives, and complete the liquidation of the Trust Account and distribute the Property in the Trust
Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the
event that a Termination Letter has not been received by the Trustee upon the date which is the later of (x) 24 months after
the closing of the offering or (y) within the period of time provided in the Charter, as the same may be amended from time
to time (“Last Date”), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination
Letter attached as Exhibit B hereto and distributed to the Public Shareholders as of the Last Date.


 


(j)               Intentionally Omitted


 


(k)              Upon
receipt of a letter (an “Amendment Notification Letter”) in the form of Exhibit C, signed on behalf of
the Company by its Chief Executive Officer and Chief Financial Officer and, distribute to Public Stockholders who exercised their
conversion rights in connection with an amendment to Article Sixth of the Charter (an “Amendment”) an amount equal
to the pro rata share of the Property relating to the Common Stock for which such Public Stockholders have exercised conversion/redemption
rights in connection with such Amendment.


 


2.            
Limited Distributions of Income from Trust Account.


 


(a)              Upon
written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto
as Exhibit D, the Trustee shall distribute to the Company the amount of interest income earned on the Trust Account
requested by the Company to cover any income or other tax obligation owed by the Company.


 


(b)              The limited distributions referred to in Section 2(a) above shall be made only from income collected on the Property.
Except as provided in Section 2(a), no other distributions from the Trust Account shall be permitted except in accordance
with Section 1(i) and 1(k) hereof.


 


(c)              The Company shall provide the Representatives with a copy of any Termination Letter and/or any other correspondence that
it issues to the Trustee with respect to any proposed withdrawal from the Trust Account promptly after such issuance.


 


3.            
Agreements and Covenants of the Company. The Company hereby agrees and covenants to:


 


(a)              Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive
Officer or Chief Financial Officer. In addition, except with respect to its duties under Sections 1(i), 2(a) and 2(b) above,
the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction
which it in good faith believes to be given by any one of the persons authorized above to give written instructions, provided that
the Company shall promptly confirm such instructions in writing.


 






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(b)              Subject to the provisions of Sections 5 and 7(g) of this Agreement, hold the Trustee harmless and indemnify the Trustee
from and against, any and all expenses, including reasonable counsel fees and disbursements, or loss suffered by the Trustee in
connection with any claim, potential claim, action, suit or other proceeding brought against the Trustee involving any claim, or
in connection with any claim or demand which in any way arises out of or relates to this Agreement, the services of the Trustee
hereunder, or the Property or any income earned from investment of the Property, except for expenses and losses resulting from
the Trustee’s gross negligence or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim
or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this
Section 3(b), it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”);
provided, however, that the Trustee’s failure to provide such notice shall not relieve the Company of its liability hereunder,
except to the extent that it is materially prejudiced by such failure. The Trustee shall have the right to conduct and manage the
defense against such Indemnified Claim, provided, that the Trustee shall obtain the consent of the Company with respect to the
selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim
without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed. The Company may
participate in such action with its own counsel.


 


(c)              Pay
the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made pursuant to Sections
2(a) and 2(b) as set forth on Schedule A hereto, which fees shall be subject to modification by the parties from
time to time. It is expressly understood that the Property shall not be used to pay such fees and further agreed that any fees
owed to the Trustee shall be deducted by the Trustee from the disbursements made to the Company pursuant to Sections 1(i) solely
in connection with the consummation of the Company’s initial acquisition, share exchange, share reconstruction and amalgamation,
purchase of all or substantially all of the assets of, or any other similar business combination with one or more businesses or
entities (a “Business Combination”), or pursuant to Section 2 (b). The Company shall pay the Trustee the initial
acceptance fee and first year’s fee at the consummation of the IPO and thereafter on the anniversary of the Effective Date.


 


(d)              In
connection with any vote of the Company’s shareholders regarding a Business Combination, provide to the Trustee an affidavit
or certificate of a firm regularly engaged in the business of soliciting proxies and/or tabulating shareholder votes verifying
the vote of the Company’s shareholders regarding such Business Combination.


 


(e)              In
the event that the Company directs the Trustee to commence liquidation of the Trust Account pursuant to Section 1(i), the
Company agrees that it will not direct the Trustee to make any payments that are not specifically authorized by this Agreement.


 


4.            
Limitations of Liability. The Trustee shall have no responsibility or liability to:


 


(a)              Take
any action with respect to the Property, other than as directed in Sections 1 and 2 hereof and the Trustee shall have no liability
to any party except for liability arising out of its own gross negligence or willful misconduct;


 


(b)              Institute
any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of
any kind with respect to, any of the Property unless and until it shall have received instructions from the Company given as provided
herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;


 


(c)              Change
the investment of any Property, other than in compliance with Section 1(c);


 


(d)              Refund
any depreciation in principal of any Property;


 






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(e)              Assume
that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided
otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;


 


(f)               The
other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted,
in good faith and in the exercise of its own best judgment, except for its gross negligence or willful misconduct. The Trustee
may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel
(including counsel chosen by the Trustee), statement, instrument, report or other paper or document (not only as to its due execution
and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained)
which is believed by the Trustee, in good faith, to be genuine and to be signed or presented by the proper person or persons. The
Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or
any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee signed by the proper party or parties
and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto;


 


(g)              Verify
the correctness of the information set forth in the Registration Statement or to confirm or assure that any acquisition made by
the Company or any other action taken by it is as contemplated by the Registration Statement;


 


(h)              File
local, state and/or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee
statements with the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income
earned on the Property;


 


(i)               Pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used to pay any
such taxes and that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account or released to it
under Section 2(a) hereof);


 


(j)               Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other
than this agreement and that which is expressly set forth herein; and


 


(k)              Verify
calculations, qualify or otherwise approve Company requests for distributions pursuant to Section 1(i), 1(k), 2(a) or
2(b) above.


 


5.           
Trust Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”)
to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account
that it may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including,
without limitation, under Section 3(b) or Section 3(c) hereof, the Trustee shall pursue such Claim solely against
the Company and its assets outside the Trust Account and not against the Property or any monies in the Trust Account.


 


6.           
Termination. This Agreement shall terminate as follows:


 


(a)              If
the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable
efforts to locate a successor trustee during which time the Trustee shall act in accordance with this Agreement. At such time that
the Company notifies the Trustee that a successor trustee has been appointed by the Company and has agreed to become subject to
the terms of this Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee, including
but not limited to the transfer of copies of the reports and statements relating to the Trust Account, whereupon this Agreement
shall terminate; provided, however, that, in the event that the Company does not locate a successor trustee within ninety days
of receipt of the resignation notice from the Trustee, the Trustee may submit an application to have the Property deposited with
any court in the State of New York or with the United States District Court for the Southern District of New York and upon such
deposit, the Trustee shall be immune from any liability whatsoever; or


 






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(b)              At such time that the Trustee has completed the liquidation of the Trust Account in accordance with the provisions of Section 1(i) hereof,
and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate except
with respect to Section 3(b).


 


7.            
Miscellaneous.


 


(a)              The Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect
to funds transferred from the Trust Account. The Company and the Trustee will each restrict access to confidential information
relating to such security procedures to authorized persons. Each party must notify the other party immediately if it has reason
to believe unauthorized persons may have obtained access to such information, or of any change in its authorized personnel. In
executing funds transfers, the Trustee will rely upon all information supplied to it by the Company, including account names, account
numbers and all other identifying information relating to a beneficiary, beneficiary’s bank or intermediary bank. The Trustee
shall not be liable for any loss, liability or expense resulting from any error in the information or transmission of the wire.


 


(b)              This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without
giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.
It may be executed in several original or facsimile counterparts, each one of which shall constitute an original, and together
shall constitute but one instrument.


 


(c)              This Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter
hereof. Except for Sections 1(i), 1(k), 7(c) and 7(h) (which may only be amended with the approval of the holders of
at least 50% of the shares of Common Stock sold in the IPO, provided that all Public Shareholders must be given the right to receive
a pro-rata portion of the trust account (no less than $10.00 per share) in connection with any such amendment), this Agreement
or any provision hereof may only be changed, amended or modified by a writing signed by each of the parties hereto; provided, however,
that no such change, amendment or modification may be made without the prior written consent of the Representatives. As to any
claim, cross-claim or counterclaim in any way relating to this Agreement, each party waives the right to trial by jury. The Trustee
may require from Company counsel an opinion as to the propriety of any proposed amendment.


 


(d)              The parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York,
Borough of Manhattan, for purposes of resolving any disputes hereunder.


 


(e)              Any notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be
in writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested),
by hand delivery or by facsimile transmission:


 


if to the Trustee, to:


 


Continental
Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf and Celeste Gonzalez


Email: fwolf@continentalstock.com
and cgonzalez@continentalstock.com


 


if to the Company, to:


 


Roth CH Acquisition III Co.

888 San Clemente Drive, Suite 400

Newport Beach, CA 92660

Attn: Byron Roth


 






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


 


Roth Capital Partners, LLC

888 San Clemente Drive, Suite 400

Newport Beach, CA 92660

Attn: Byron Roth


 


and:


 


Craig-Hallum Capital Group LLC

222 South Ninth Street, Suite 350

Minneapolis, MN 55402

Attn: John Lipman


 


and:


 


Loeb & Loeb LLP

345 Park Avenue

New York, NY 10154

Attn: Giovanni Caruso

Fax No.: (212) 407-4990


 


and:


 


Graubard
Miller

405 Lexington Avenue


New York, NY 10174

Attn: David Alan Miller and Jeffrey Gallant

Fax No.: (212) 818-8881


 


(f)               This Agreement may not be assigned by the Trustee without the prior consent of the Company.


 


(g)              Each of the Trustee and the Company hereby represents that it has the full right and power and has been duly authorized
to enter into this Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and
agrees that it shall not make any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled
to any funds in the Trust Account under any circumstance.


 


(h)              This
Agreement is the joint product of the Company and the Trustee and each provision hereof has been subject to the mutual consultation,
negotiation and agreement of such parties and shall not be construed for or against any party hereto.


 


(i)               This
Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts
shall together constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic
transmission shall constitute valid and sufficient delivery thereof.


 


(j)               Each
of the Company and the Trustee hereby acknowledges that the Underwriters are third party beneficiaries of this Agreement and that
each Public Shareholder is a third party beneficiary of Sections 1(i), 1(k) and 7(c).


 


(k)              Except
as specified herein, no party to this Agreement may assign its rights or delegate its obligations hereunder to any other person
or entity.


 









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IN WITNESS WHEREOF, the parties have duly
executed this Investment Management Trust Agreement as of the date first written above.


 


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





 


[Signature
Page to Investment Management Trust Agreement]


 








    


     


    

 


SCHEDULE A


 


	Fee Item	 	Time and method of payment	 	Amount	 
	Initial acceptance fee	 	Initial closing of IPO by wire transfer	 	$	3,500	 
	Annual fee	 	First year, for the initial closing of IPO by wire transfer; thereafter on the anniversary of the effective date of the IPO by wire transfer or check	 	$	10,000	 
	Transaction processing fee for disbursements to Company under Section 2	 	Billed to Company following disbursement made to Company under Section 2	 	$	250	 
	Paying Agent services as required pursuant to Section 1(i) and 1(k)	 	Billed to Company upon delivery of service pursuant to section 1(i) and 1(k)	 	 	Prevailing rates	 






 






    


     


    

 


EXHIBIT A


 


[Letterhead of Company]


 


[Insert date]


 


Continental
Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, N.Y. 10004

Attn: Francis Wolf and Celeste Gonzalez


 


	 	Re:	Trust Account - Termination Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(i) of the
Investment Management Trust Agreement between Roth CH Acquisition III Co. (“Company”) and Continental Stock Transfer &
Trust Company (“Trustee”), dated as of [*], 2021 (“Trust Agreement”), this is to advise you that the Company
has entered into an agreement with [___________] (“Target Business”) to consummate a business combination with Target
Business (“Business Combination”) on or about [insert date]. The Company shall notify you at least 72 hours
in advance of the actual date of the consummation of the Business Combination (“Consummation Date”). Capitalized terms
used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms of the Trust
Agreement, we hereby authorize you to liquidate the Trust Account investments and to transfer the proceeds to the above-referenced
account at JPMorgan Chase Bank, N.A. to the effect that, on the Consummation Date, all of funds held in the Trust Account will
be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date. It is
acknowledged and agreed that while the funds are on deposit in the trust operating account awaiting distribution, the Company will
not earn any interest or dividends.


 


On the Consummation Date (i) counsel
for the Company shall deliver to you written notification that the Business Combination has been consummated, and (ii) the
Company shall deliver to you a certificate by the Chief Executive Office, which verifies the vote of the Company’s shareholders
in connection with the Business Combination if a vote is held and (b) joint written instructions from the Company and the
Representatives with respect to the transfer of the funds held in the Trust Account, which must provide for the disbursement of
no less than $10.00 per share to redeeming Public Shareholders (“Instruction Letter”). You are hereby directed and
authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel’s letter and the
Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust
Account may not be liquidated by the Consummation Date without penalty, you will notify the Company of the same and the Company
shall direct you as to whether such funds should remain in the Trust Account and distributed after the Consummation Date to the
Company. Upon the distribution of all the funds in the Trust Account pursuant to the terms hereof, the Trust Agreement shall be
terminated.


 









    


     


    

 


In the event that the Business Combination
is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original
Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds
held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately following the
Consummation Date as set forth in the notice.


 


	 	Very truly yours,
	 	 
	 	ROTH CH ACQUISITION III CO.
	 	 
	 	By:	 
	 	 	Name:Byron Roth
	 	 	Title: Co-Chief Executive Officer
	 	 	 
	 	By:	 
	 	 	Name:Gordon Roth
	 	 	Title: Chief Financial Officer








	Acknowledged and Agreed:	 
	 	 
	Roth Capital Partners, LLC 	 



 


	By:	 	 
	Name:	 
	Title:	 



 


	Craig-Hallum Capital Group LLC	 



 


	By:	 	 
	Name:	 
	Title:  	 



 






    


     


    

 


EXHIBIT B


 


[Letterhead of Company]


 


[Insert date]


 


Continental
Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, N.Y. 10004

Attn: Francis Wolf and Celeste Gonzalez


 


	 	Re:	Trust Account - Termination Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(i) of the
Investment Management Trust Agreement between Roth CH Acquisition III Co. (“Company”) and Continental Stock Transfer &
Trust Company (“Trustee”), dated as of [*], 2021 (“Trust Agreement”), this is to advise you that the Company
has been unable to effect a Business Combination with a Target Company within the time frame specified in the Charter, as described
in the Company’s prospectus relating to its IPO. Capitalized terms used herein and not otherwise defined shall have the meanings
set forth in the Trust Agreement.


 


In accordance with the terms of the Trust
Agreement, we hereby authorize you to liquidate all the Trust Account investments and to transfer the total proceeds to the Trust
Operating Account at JPMorgan Chase Bank, N.A. to await distribution to the Public Shareholders. The Company has selected [         ,
20 ] as the effective date for the purpose of determining when the Public Shareholders will be entitled to receive their share
of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while
on deposit in the Trust Checking Account. You agree to be the Paying Agent of record and in your separate capacity as Paying Agent,
to distribute said funds directly to the Public Shareholders in accordance with the terms of the Trust Agreement and the Charter.
Upon the distribution of all the funds in the Trust Account, your obligations under the Trust Agreement shall be terminated.


 


	 	Very truly yours,
	 	 
	 	ROTH CH ACQUISITION III CO.


 


	 	By:	 






	 	Name:Byron Roth
	 	Title: Co-Chief Executive Officer


 


	 	By:	 






	 	Name:Gordon Roth
	 	Title: Chief Financial Officer


 


	cc:	Roth Capital Partners, LLC
	 	Craig-Hallum Capital Group LLC





 






    


     


    

 


EXHIBIT C


 


[Letterhead of Company]


 


[Insert date]


 


Continental
Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, N.Y. 10004

Attn: Francis Wolf and Celeste Gonzalez


 


	 	Re:	Trust Account - Amendment Notification Letter


 


Dear Francis Wolf and Celeste Gonzalez:


 


Reference is made to that certain Investment Management Trust
Agreement between Roth CH Acquisition III Co. (“Company”) and Continental Stock Transfer & Trust Company,
dated as of [*], 2021 (“Trust Agreement”). Capitalized words used herein and not otherwise defined shall have the meanings
ascribed to them in the Trust Agreement.


 


Pursuant to Section 1(k) of the Trust Agreement, this
is to advise you that the Company has sought an Amendment. Accordingly, in accordance with the terms of the Trust Agreement, we
hereby authorize you to liquidate a sufficient portion of the Trust Account and to transfer $            
of the proceeds of the Trust to the account at JPMorgan Chase Bank, N.A. for distribution to the stockholders that have requested
conversion of their shares in connection with such Amendment. The remaining funds shall be reinvested by you as previously instructed.


 


	 	ROTH CH ACQUISITION III CO.
	 	 
	 	By:	 
	 	 	Name: Byron Roth
	 	 	
        Title: Co-Chief Executive Officer

         

         

	 	By:	 _____________________________________________
	 	 	Name: Gordon Roth
	 	 	Title:  Chief Financial Officer


 


	
         

        cc:
	Roth Capital Partners, LLC
	 	Craig-Hallum Capital Group LLC





 






    


     


    

 


EXHIBIT D


 


[Letterhead of Company]


 


[Insert date]


 


Continental
Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, N.Y. 10004

Attn: Francis Wolf and Celeste Gonzalez


 


	 	Re:	Trust Account – Tax Payment Withdrawal Instruction


 


Dear Francis Wolf and Celeste Gonzalez:


 


Pursuant to Section (2(a) of the
Investment Management Trust Agreement between Roth CH Acquisition III Co. (“Company”) and Continental Stock Transfer &
Trust Company (“Trustee”), dated as of [*], 2021 (“Trust Agreement”), the Company hereby requests that
you deliver to the Company [$       ] of the interest income earned on the Property as of
the date hereof. The Company needs such funds to pay for its tax obligations. In accordance with the terms of the Trust Agreement,
you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to
the Company’s operating account at:


 


[WIRE INSTRUCTION INFORMATION]


 


	 	ROTH CH ACQUISITION III CO.
	 	 
	 	By: 	 
	 	 	Name:Byron Roth
	 	 	Title: Co-Chief Executive Officer
	 	 	 


 


	cc:	Roth Capital Partners, LLC
	 	Craig-Hallum Capital Group LLC