Exhibit 10.4


 


REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS AGREEMENT (this
 “Agreement”) is entered into as of [●], 2021, by and among Roth CH Acquisition III Co., a Delaware
corporation (the “Company”), and the undersigned parties listed under “Investors” on the
signature page hereto (each, an “Investor” and collectively, the “Investors”).


 


WHEREAS, the Investors and the Company desire
to enter into this Agreement to provide the Investors with certain rights relating to the registration of the securities held by
them as of the date hereof;


 


NOW, THEREFORE, in consideration of the
mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:


 


1.       DEFINITIONS.
The following capitalized terms used herein have the following meanings:


 


“Agreement” means
this Agreement, as amended, restated, supplemented, or otherwise modified from time to time.


 


“Business Combination”
means the acquisition of direct or indirect ownership through a merger, share exchange, asset acquisition, share purchase, recapitalization,
reorganization or other similar type of transaction, of one or more businesses or entities.


 


“Commission” means
the Securities and Exchange Commission, or any other Federal agency then administering the Securities Act or the Exchange Act.


 


“Common Stock”
means the common stock, par value $0.0001 per share, of the Company.


 


“Company” is defined
in the preamble to this Agreement.


 


“Demand Registration”
is defined in Section 2.1.1.


 


“Demanding Holder”
is defined in Section 2.1.1.


 


“Effective Date”
means the date on which the Company’s registration statement on Form S-1 (File No. 333-252044) became effective for purposes
of Section 11 of the Securities Act.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder,
all as the same shall be in effect at the time.


 


“Form S-3” is
defined in Section 2.2.4.


 


“Indemnified Party”
is defined in Section 4.3.


 


“Indemnifying Party”
is defined in Section 4.3.


 


“Initial Shares”
means all of the outstanding shares of Common Stock issued prior to the consummation of the Company’s initial public offering.


 


“Investor” is
defined in the preamble to this Agreement.


 


“Investor Indemnified Party”
is defined in Section 4.1.


 


“Maximum Number of Shares”
is defined in Section 2.1.4.


 


“Notices” is defined
in Section 6.3.


 






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“Piggy-Back Registration”
is defined in Section 2.2.1.


 


“Over-Allotment Units”
means the additional number of Private Units the various Investors will be required to purchase in the event that the underwriters
in the Company’s initial public offering exercise their over-allotment option, as described in the prospectus relating to
the Company’s initial public offering.


 


“Private Units”
means the up to 408,000 units various Investors are privately purchasing simultaneously with the consummation of the Company’s
initial public offering.


 


“Register,” “Registered”
and “Registration” mean a registration effected by preparing and filing a registration statement or similar
document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder,
and such registration statement becoming effective.


 


“Registrable Securities”
means (i) the Initial Shares, (ii) the Private Units (and underlying shares of Common Stock), and (iii) the Over-Allotment Units
(and underlying shares of Common Stock), if any. Registrable Securities include any warrants, share capital or other securities
of the Company issued as a dividend or other distribution with respect to or in exchange for or in replacement of such Initial
Shares, Private Units (and underlying shares of Common Stock) and Over-Allotment Units (and underlying shares of Common Stock).
As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when: (a) a Registration
Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities
shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (b) such securities
shall have been otherwise transferred, new certificates for them not bearing a legend restricting further transfer shall have been
delivered by the Company and subsequent public distribution of them shall not require registration under the Securities Act; (c)
such securities shall have ceased to be outstanding, or (d) the Registrable Securities are freely saleable under Rule 144 without
volume limitations.


 


“Registration Statement”
means a registration statement filed by the Company with the Commission in compliance with the Securities Act and the rules and
regulations promulgated thereunder for a public offering and sale of equity securities, or securities or other obligations exercisable
or exchangeable for, or convertible into, equity securities (other than a registration statement on Form S-4 or Form S-8, or their
successors, or any registration statement covering only securities proposed to be issued in exchange for securities or assets of
another entity).


 


“Release Date”
means the date on which the Initial Shares are disbursed from escrow pursuant to Section 3 of that certain Stock Escrow Agreement
dated as of the date hereof by and among the Investors and Continental Stock Transfer & Trust Company.


 


“Securities Act”
means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the
same shall be in effect at the time.


 


“Underwriter”
means, solely for the purposes of this Agreement, a securities dealer who purchases any Registrable Securities as principal in
an underwritten offering and not as part of such dealer’s market-making activities.


 


“Units” means
the units of the Company, each comprised of one share of Common Stock and one-quarter (1/4) of one redeemable warrant.


 


2.         REGISTRATION
RIGHTS.


 


2.1       Demand
Registration.


 


2.1.1 Request for Registration.
At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect
to the Private Units (or underlying shares of Common Stock) and Over-Allotment Units (or underlying shares of Common Stock)
or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a
majority-in-interest of the Registrable Securities, as the case may be, held by the Investors, officers or directors of the
Company or their affiliates, or the transferees of the Investors, may make a written demand, on no more than two occasions,
for registration under the Securities Act of all or part of their Registrable Securities, as the case may be (a
 “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of
Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all
holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a
portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of
Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company
within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding
Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4
and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of one (1)
Demand Registration under this Section 2.1.1 in respect of all Registrable Securities. Additionally,
the right to a Demand Registration set forth under this Section 2.1.1 with respect to the Registrable Securities shall
terminate on the fifth anniversary of the Effective Date.


 






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2.1.2 Effective Registration. A registration
will not count as a Demand Registration until the Registration Statement filed with the Commission with respect to such Demand
Registration has been declared effective and the Company has complied with all of its obligations under this Agreement with respect
thereto; provided, however, that if, after such Registration Statement has been declared effective, the offering of Registrable
Securities pursuant to a Demand Registration is interfered with by any stop order or injunction of the Commission or any other
governmental agency or court, the Registration Statement with respect to such Demand Registration will be deemed not to have been
declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii)
a majority-in-interest of the Demanding Holders thereafter elect to continue the offering; provided, further, that the Company
shall not be obligated to file a second Registration Statement until a Registration Statement that has been filed is counted as
a Demand Registration or is terminated.


 


2.1.3 Underwritten Offering. If a
majority-in-interest of the Demanding Holders so elect and such holders so advise the Company as part of their written demand for
a Demand Registration, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of
an underwritten offering. In such event, the right of any holder to include its Registrable Securities in such registration shall
be conditioned upon such holder’s participation in such underwriting and the inclusion of such holder’s Registrable
Securities in the underwriting to the extent provided herein. All Demanding Holders proposing to distribute their Registrable Securities
through such underwriting shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected
for such underwriting by a majority-in-interest of the holders initiating the Demand Registration.


 


2.1.4 Reduction of Offering. If the
managing Underwriter or Underwriters for a Demand Registration that is to be an underwritten offering advises the Company and the
Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities which the Demanding Holders desire
to sell, taken together with all other shares of Common Stock or other securities which the Company desires to sell and the shares
of Common Stock, if any, as to which registration has been requested pursuant to written contractual piggy-back registration rights
held by other shareholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of shares that
can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the
probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, the “Maximum
Number of Shares”), then the Company shall include in such registration: (i) first, the Registrable Securities as
to which Demand Registration has been requested by the Demanding Holders (pro rata in accordance with the number of shares that
each such Person has requested be included in such registration, regardless of the number of shares held by each such Person (such
proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number
of Shares; (ii) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the
shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number
of Shares; and (iii) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i)
and (ii), the shares of Common Stock or other securities for the account of other persons that the Company is obligated to register
pursuant to written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Shares.


 


2.1.5 Withdrawal. If a
majority-in-interest of the Demanding Holders disapprove of the terms of any underwriting or are not entitled to include all
of their Registrable Securities in any offering, such majority-in-interest of the Demanding Holders may elect to withdraw
from such offering by giving written notice to the Company and the Underwriter or Underwriters of their request to withdraw
prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Demand Registration.
If the majority-in-interest of the Demanding Holders withdraws from a proposed offering relating to a Demand Registration,
then such registration shall not count as a Demand Registration provided for in Section 2.1.


 






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2.2       Piggy-Back
Registration.


 


2.2.1 Piggy-Back Rights. If at any
time on or after the date the Company consummates a Business Combination the Company proposes to file a Registration Statement
under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable
for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account
(or by the Company and by shareholders of the Company including, without limitation, pursuant to Section 2.1), other than a Registration
Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering
of securities solely to the Company’s existing shareholders, (iii) for an offering of debt that is convertible into equity
securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall (x) give written notice of such proposed
filing to the holders of Registrable Securities as soon as practicable but in no event less than ten (10) days before the anticipated
filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s)
of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, of the offering, and (y) offer to the
holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities
as such holders may request in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration”).
The Company shall cause such Registrable Securities to be included in such registration and shall use its best efforts to cause
the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to
be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit
the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof.
All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves
an Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters
selected for such Piggy-Back Registration. Notwithstanding the provisions set forth in the immediately preceding sentences, the
right to a Piggy-Back Registration set forth under this Section 2.2.1 with respect to the Registrable Securities shall terminate
on the seventh anniversary of the Effective Date.


 


2.2.2 Reduction of Offering. If the
managing Underwriter or Underwriters for a Piggy-Back Registration that is to be an underwritten offering advises the Company and
the holders of Registrable Securities in writing that the dollar amount or number of shares of Common Stock which the Company desires
to sell, taken together with the shares of Common Stock, if any, as to which registration has been demanded pursuant to written
contractual arrangements with persons other than the holders of Registrable Securities hereunder, the Registrable Securities as
to which registration has been requested under this Section 2.2, and the shares of Common Stock, if any, as to which registration
has been requested pursuant to the written contractual piggy-back registration rights of other shareholders of the Company, exceeds
the Maximum Number of Shares, then the Company shall include in any such registration:


 


a)       If
the registration is undertaken for the Company’s account: (A) first, the shares of Common Stock or other securities that
the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the
Maximum Number of Shares has not been reached under the foregoing clause (A), the shares of Common Stock or other securities, if
any, comprised of Registrable Securities, as to which registration has been requested pursuant to the applicable written contractual
piggy-back registration rights of such security holders, Pro Rata, that can be sold without exceeding the Maximum Number of Shares;
and (C) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the
shares of Common Stock or other securities for the account of other persons that the Company is obligated to register pursuant
to written contractual piggy-back registration rights with such persons and that can be sold without exceeding the Maximum Number
of Shares;


 






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b)       If
the registration is a “demand” registration undertaken at the demand of persons other than either the holders of Registrable
Securities, (A) first, the shares of Common Stock or other securities for the account of the demanding persons that can be sold
without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached
under the foregoing clause (A), the shares of Common Stock or other securities that the Company desires to sell that can be sold
without exceeding the Maximum Number of Shares; (C) third, to the extent that the Maximum Number of Shares has not been reached
under the foregoing clauses (A) and (B), collectively the shares of Common Stock or other securities comprised of Registrable Securities,
Pro Rata, as to which registration has been requested pursuant to the terms hereof, that can be sold without exceeding the Maximum
Number of Shares; and (D) fourth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses
(A), (B) and (C), the shares of Common Stock or other securities for the account of other persons that the Company is obligated
to register pursuant to written contractual arrangements with such persons, that can be sold without exceeding the Maximum Number
of Shares.


 


2.2.3 Withdrawal. Any holder of Registrable
Securities may elect to withdraw such holder’s request for inclusion of Registrable Securities in any Piggy-Back Registration
by giving written notice to the Company of such request to withdraw prior to the effectiveness of the Registration Statement. The
Company (whether on its own determination or as the result of a withdrawal by persons making a demand pursuant to written contractual
obligations) may withdraw a Registration Statement at any time prior to the effectiveness of such Registration Statement. Notwithstanding
any such withdrawal, the Company shall pay all expenses incurred by the holders of Registrable Securities in connection with such
Piggy-Back Registration as provided in Section 3.3.


 


2.2.4 Registrations on Form S-3.
The holders of Registrable Securities may at any time and from time to time, request in writing that the Company register the resale
of any or all of such Registrable Securities on Form S-3 or any similar short-form registration which may be available at such
time (“Form S-3”); provided, however, that the Company shall not be obligated to effect such request
through an underwritten offering. Upon receipt of such written request, the Company will promptly give written notice of the proposed
registration to all other holders of Registrable Securities, and, as soon as practicable thereafter, effect the registration of
all or such portion of such holder’s or holders’ Registrable Securities as are specified in such request, together
with all or such portion of the Registrable Securities or other securities of the Company, if any, of any other holder or holders
joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice
from the Company; provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section
2.2: (i) if Form S-3 is not available for such offering; or (ii) if the holders of the Registrable Securities, together with the
holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities
and such other securities (if any) at any aggregate price to the public of less than $500,000. Registrations effected pursuant
to this Section 2.2 shall not be counted as Demand Registrations effected pursuant to Section 2.1.


 


3.         REGISTRATION
PROCEDURES.


 


3.1       Filings;
Information. Whenever the Company is required to effect the registration of any Registrable Securities pursuant to Section
2, the Company shall use its best efforts to effect the registration and sale of such Registrable Securities in accordance with
the intended method(s) of distribution thereof as expeditiously as practicable, and in connection with any such request:


 


3.1.1 Filing Registration
Statement. The Company shall use its best efforts to, as expeditiously as possible after receipt of a request for a
Demand Registration pursuant to Section 2.1, prepare and file with the Commission a Registration Statement on any form for
which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available
for the sale of all Registrable Securities to be registered thereunder in accordance with the intended method(s) of
distribution thereof, and shall use its best efforts to cause such Registration Statement to become effective and use its
best efforts to keep it effective for the period required by Section 3.1.3; provided, however, that the Company shall have
the right to defer any Demand Registration for up to thirty (30) days, and any Piggy-Back Registration for such period as may
be applicable to deferment of any demand registration to which such Piggy-Back Registration relates, in each case if the
Company shall furnish to the holders a certificate signed by Chief Executive Officer or Chairman of the Company stating that,
in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and
its shareholders for such Registration Statement to be effected at such time; provided further, however, that the Company
shall not have the right to exercise the right set forth in this provision more than once in any 365-day period in respect of
a Demand Registration hereunder.


 






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3.1.2 Copies. The Company shall,
prior to filing a Registration Statement or prospectus, or any amendment or supplement thereto, furnish without charge to the holders
of Registrable Securities included in such registration, and such holders’ legal counsel, copies of such Registration Statement
as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto
and documents incorporated by reference therein), the prospectus included in such Registration Statement (including each preliminary
prospectus), and such other documents as the holders of Registrable Securities included in such registration or legal counsel for
any such holders may request in order to facilitate the disposition of the Registrable Securities owned by such holders.


 


3.1.3 Amendments and Supplements.
The Company shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements to
such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement
effective and in compliance with the provisions of the Securities Act until all Registrable Securities and other securities covered
by such Registration Statement have been disposed of in accordance with the intended method(s) of distribution set forth in such
Registration Statement or such securities have been withdrawn.


 


3.1.4 Notification. After the filing
of a Registration Statement, the Company shall promptly, and in no event more than two (2) business days after such filing, notify
the holders of Registrable Securities included in such Registration Statement of such filing, and shall further notify such holders
promptly and confirm such advice in writing in all events within two (2) business days of the occurrence of any of the following:
(i) when such Registration Statement becomes effective; (ii) when any post-effective amendment to such Registration Statement becomes
effective; (iii) the issuance or threatened issuance by the Commission of any stop order (and the Company shall take all actions
required to prevent the entry of such stop order or to remove it if entered); and (iv) any request by the Commission for any amendment
or supplement to such Registration Statement or any prospectus relating thereto or for additional information or of the occurrence
of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers
of the securities covered by such Registration Statement, such prospectus will not contain an untrue statement of a material fact
or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and
promptly make available to the holders of Registrable Securities included in such Registration Statement any such supplement or
amendment; except that before filing with the Commission a Registration Statement or prospectus or any amendment or supplement
thereto, including documents incorporated by reference, the Company shall furnish to the holders of Registrable Securities included
in such Registration Statement and to the legal counsel for any such holders, copies of all such documents proposed to be filed
sufficiently in advance of filing to provide such holders and legal counsel with a reasonable opportunity to review such documents
and comment thereon, and the Company shall not file any Registration Statement or prospectus or amendment or supplement thereto,
including documents incorporated by reference, to which such holders or their legal counsel shall object.


 


3.1.5 State Securities Laws Compliance.
The Company shall use its best efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement
under such securities or “blue sky” laws of such jurisdictions in the United States as the holders of Registrable Securities
included in such Registration Statement (in light of their intended plan of distribution) may request and (ii) take such action
necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such
other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other
acts and things that may be necessary or advisable to enable the holders of Registrable Securities included in such Registration
Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company
shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify
but for this paragraph or subject itself to taxation in any such jurisdiction.


 






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3.1.6 Agreements for Disposition.
The Company shall enter into customary agreements (including, if applicable, an underwriting agreement in customary form) and take
such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities.
The representations, warranties and covenants of the Company in any underwriting agreement which are made to or for the benefit
of any Underwriters, to the extent applicable, shall also be made to and for the benefit of the holders of Registrable Securities
included in such registration statement. No holder of Registrable Securities included in such registration statement shall be required
to make any representations or warranties in the underwriting agreement except, if applicable, with respect to such holder’s
organization, good standing, authority, title to Registrable Securities, lack of conflict of such sale with such holder’s
material agreements and organizational documents, and with respect to written information relating to such holder that such holder
has furnished in writing expressly for inclusion in such Registration Statement.


 


3.1.7 Cooperation. The principal
executive officer of the Company, the principal financial officer of the Company, the principal accounting officer of the Company
and all other officers and members of the management of the Company shall cooperate fully in any offering of Registrable Securities
hereunder, which cooperation shall include, without limitation, the preparation of the Registration Statement with respect to such
offering and all other offering materials and related documents, and participation in meetings with Underwriters, attorneys, accountants
and potential investors.


 


3.1.8 Records. The Company shall
make available for inspection by the holders of Registrable Securities included in such Registration Statement, any Underwriter
participating in any disposition pursuant to such registration statement and any attorney, accountant or other professional retained
by any holder of Registrable Securities included in such Registration Statement or any Underwriter, all financial and other records,
pertinent corporate documents and properties of the Company, as shall be necessary to enable them to exercise their due diligence
responsibility, and cause the Company’s officers, directors and employees to supply all information requested by any of them
in connection with such Registration Statement.


 


3.1.9 Opinions and Comfort Letters.
Upon request, the Company shall furnish to each holder of Registrable Securities included in any Registration Statement a signed
counterpart, addressed to such holder, of (i) any opinion of counsel to the Company delivered to any Underwriter and (ii) any comfort
letter from the Company’s independent public accountants delivered to any Underwriter. In the event no legal opinion is delivered
to any Underwriter, the Company shall furnish to each holder of Registrable Securities included in such Registration Statement,
at any time that such holder elects to use a prospectus, an opinion of counsel to the Company to the effect that the Registration
Statement containing such prospectus has been declared effective and that no stop order is in effect.


 


3.1.10 Earnings Statement. The Company
shall comply with all applicable rules and regulations of the Commission and the Securities Act, and make available to its shareholders,
as soon as practicable, an earnings statement covering a period of twelve (12) months, which earnings statement shall satisfy the
provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.


 


3.1.11 Listing. The Company shall
use its best efforts to cause all Registrable Securities included in any registration to be listed on such exchanges or otherwise
designated for trading in the same manner as similar securities issued by the Company are then listed or designated or, if no such
similar securities are then listed or designated, in a manner satisfactory to the holders of a majority of the Registrable Securities
included in such registration.


 


3.1.12 Road Show. The Company shall
use its reasonable efforts to make available senior executives of the Company to participate in customary “road show”
presentations that may be reasonably requested by the Underwriter in any underwritten offering.


 


3.2       Obligation
to Suspend Distribution. Upon receipt of any notice from the Company of the happening of any event of the kind described
in Section 3.1.4(iv), or, in the case of a resale registration on Form S-3 pursuant to Section 2.2 hereof, upon any
suspension by the Company, pursuant to a written insider trading compliance program adopted by the Company’s Board of
Directors, of the ability of all “insiders” covered by such program to transact in the Company’s securities
because of the existence of material non-public information, each holder of Registrable Securities included in any
registration shall immediately discontinue disposition of such Registrable Securities pursuant to the Registration Statement
covering such Registrable Securities until such holder receives the supplemented or amended prospectus contemplated by
Section 3.1.4(iv) or the restriction on the ability of “insiders” to transact in the Company’s securities
is removed, as applicable, and, if so directed by the Company, each such holder will deliver to the Company all copies, other
than permanent file copies then in such holder’s possession, of the most recent prospectus covering such Registrable
Securities at the time of receipt of such notice.


 






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3.3       Registration
Expenses. The Company shall bear all costs and expenses incurred in connection with any Demand Registration pursuant to Section
2.1, any Piggy-Back Registration pursuant to Section 2.2, and any registration on Form S-3 effected pursuant to Section 2.2, and
all expenses incurred in performing or complying with its other obligations under this Agreement, whether or not the Registration
Statement becomes effective, including, without limitation: (i) all registration and filing fees; (ii) fees and expenses of compliance
with securities or “blue sky” laws (including fees and disbursements of counsel in connection with blue sky qualifications
of the Registrable Securities); (iii) printing expenses; (iv) the Company’s internal expenses (including, without limitation,
all salaries and expenses of its officers and employees); (v) the fees and expenses incurred in connection with the listing of
the Registrable Securities as required by Section 3.1.11; (vi) Financial Industry Regulatory Authority fees; (vii) fees and disbursements
of counsel for the Company and fees and expenses for independent certified public accountants retained by the Company (including
the expenses or costs associated with the delivery of any opinions or comfort letters requested pursuant to Section 3.1.9); (viii)
the reasonable fees and expenses of any special experts retained by the Company in connection with such registration and (ix) the
reasonable fees and expenses of one legal counsel selected by the holders of a majority-in-interest of the Registrable Securities
included in such registration. The Company shall have no obligation to pay any underwriting discounts or selling commissions attributable
to the Registrable Securities being sold by the holders thereof, which underwriting discounts or selling commissions shall be borne
by such holders. Additionally, in an underwritten offering, all selling shareholders and the Company shall bear the expenses of
the Underwriter pro rata in proportion to the respective amount of shares each is selling in such offering.


 


3.4       Information.
The holders of Registrable Securities shall provide such information as may reasonably be requested by the Company, or the managing
Underwriter, if any, in connection with the preparation of any Registration Statement, including amendments and supplements thereto,
in order to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 2 and in connection
with the Company’s obligation to comply with Federal and applicable state securities laws.


 


4.         INDEMNIFICATION
AND CONTRIBUTION.


 


4.1       Indemnification
by the Company. The Company agrees to indemnify and hold harmless each Investor and each other holder of Registrable
Securities, and each of their respective officers, employees, affiliates, directors, partners, members, attorneys and agents,
and each person, if any, who controls an Investor and each other holder of Registrable Securities (within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Investor Indemnified
Party”), from and against any expenses, losses, judgments, claims, damages or liabilities, whether joint or
several, arising out of or based upon any untrue statement (or allegedly untrue statement) of a material fact contained in
any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any
preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or
supplement to such Registration Statement, or arising out of or based upon any omission (or alleged omission) to state a
material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by
the Company of the Securities Act or any rule or regulation promulgated thereunder applicable to the Company and relating to
action or inaction required of the Company in connection with any such registration; and the Company shall promptly reimburse
the Investor Indemnified Party for any legal and any other expenses reasonably incurred by such Investor Indemnified Party in
connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided,
however, that the Company will not be liable in any such case to the extent that any such expense, loss, claim, damage or
liability arises out of or is based upon any untrue statement or allegedly untrue statement or omission or alleged omission
made in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such amendment
or supplement, in reliance upon and in conformity with information furnished to the Company, in writing, by such selling
holder expressly for use therein. The Company also shall indemnify any Underwriter of the Registrable Securities, their
officers, affiliates, directors, partners, members and agents and each person who controls such Underwriter on substantially
the same basis as that of the indemnification provided above in this Section 4.1.


 






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4.2       Indemnification
by Holders of Registrable Securities. Each selling holder of Registrable Securities will, in the event that any registration
is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling holder,
indemnify and hold harmless the Company, each of its directors and officers and each Underwriter (if any), and each other selling
holder and each other person, if any, who controls another selling holder or such Underwriter within the meaning of the Securities
Act, against any losses, claims, judgments, damages or liabilities, whether joint or several, insofar as such losses, claims, judgments,
damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or allegedly untrue
statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered
under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement,
or any amendment or supplement to the Registration Statement, or arise out of or are based upon any omission or the alleged omission
to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement
or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such selling holder
expressly for use therein, and shall reimburse the Company, its directors and officers, and each other selling holder or controlling
person for any legal or other expenses reasonably incurred by any of them in connection with investigation or defending any such
loss, claim, damage, liability or action. Each selling holder’s indemnification obligations hereunder shall be several and
not joint and shall be limited to the amount of any net proceeds actually received by such selling holder.


 


4.3       Conduct
of Indemnification Proceedings. Promptly after receipt by any person of any notice of any loss, claim, damage or liability
or any action in respect of which indemnity may be sought pursuant to Section 4.1 or 4.2, such person (the “Indemnified
Party”) shall, if a claim in respect thereof is to be made against any other person for indemnification hereunder,
notify such other person (the “Indemnifying Party”) in writing of the loss, claim, judgment, damage,
liability or action; provided, however, that the failure by the Indemnified Party to notify the Indemnifying Party shall not relieve
the Indemnifying Party from any liability which the Indemnifying Party may have to such Indemnified Party hereunder, except and
solely to the extent the Indemnifying Party is actually prejudiced by such failure. If the Indemnified Party is seeking indemnification
with respect to any claim or action brought against the Indemnified Party, then the Indemnifying Party shall be entitled to participate
in such claim or action, and, to the extent that it wishes, jointly with all other Indemnifying Parties, to assume control of the
defense thereof with counsel satisfactory to the Indemnified Party. After notice from the Indemnifying Party to the Indemnified
Party of its election to assume control of the defense of such claim or action, the Indemnifying Party shall not be liable to the
Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense
thereof other than reasonable costs of investigation; provided, however, that in any action in which both the Indemnified Party
and the Indemnifying Party are named as defendants, the Indemnified Party shall have the right to employ separate counsel (but
no more than one such separate counsel) to represent the Indemnified Party and its controlling persons who may be subject to liability
arising out of any claim in respect of which indemnity may be sought by the Indemnified Party against the Indemnifying Party, with
the fees and expenses of such counsel to be paid by such Indemnifying Party if, based upon the written opinion of counsel of such
Indemnified Party, representation of both parties by the same counsel would be inappropriate due to actual or potential differing
interests between them. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, consent to entry
of judgment or effect any settlement of any claim or pending or threatened proceeding in respect of which the Indemnified Party
is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such judgment or
settlement includes an unconditional release of such Indemnified Party from all liability arising out of such claim or proceeding.


 


4.4       Contribution.


 


4.4.1 If the indemnification provided
for in the foregoing Sections 4.1, 4.2 and 4.3 is unavailable to any Indemnified Party in respect of any loss, claim, damage,
liability or action referred to herein, then each such Indemnifying Party, in lieu of indemnifying such Indemnified Party,
shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage, liability
or action in such proportion as is appropriate to reflect the relative fault of the Indemnified Parties and the Indemnifying
Parties in connection with the actions or omissions which resulted in such loss, claim, damage, liability or action, as well
as any other relevant equitable considerations. The relative fault of any Indemnified Party and any Indemnifying Party shall
be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information supplied by such Indemnified Party or such
Indemnifying Party and the parties’ relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission.


 






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4.4.2 The parties hereto agree that it would
not be just and equitable if contribution pursuant to this Section 4.4 were determined by pro rata allocation or by any other method
of allocation which does not take account of the equitable considerations referred to in the immediately preceding Section 4.4.1.


 


4.4.3 The amount paid or payable by an Indemnified
Party as a result of any loss, claim, damage, liability or action referred to in the immediately preceding paragraph shall be deemed
to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Party in connection
with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 4.4, no holder of Registrable
Securities shall be required to contribute any amount in excess of the dollar amount of the net proceeds (after payment of any
underwriting fees, discounts, commissions or taxes) actually received by such holder from the sale of Registrable Securities which
gave rise to such contribution obligation. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.


 


5.         RULE
144.


 


5.1       Rule
144. The Company covenants that it shall file any reports required to be filed by it under the Securities Act and the Exchange
Act and shall take such further action as the holders of Registrable Securities may reasonably request, all to the extent required
from time to time to enable such holders to sell Registrable Securities without registration under the Securities Act within the
limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules may be amended from time to time, or
any similar rule or regulation hereafter adopted by the Commission.


 


6.         MISCELLANEOUS.


 


6.1       Other
Registration Rights. The Company represents and warrants that, except as disclosed in the Company’s registration statement
on Form S-1 (File No. 333-252044), no person, other than the holders of the Registrable Securities, has any right to require the
Company to register any of the Company’s share capital for sale or to include the Company’s share capital in any registration
filed by the Company for the sale of share capital for its own account or for the account of any other person.


 


6.2       Assignment;
No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned
or delegated by the Company in whole or in part. This Agreement and the rights, duties and obligations of the holders of Registrable
Securities hereunder may be freely assigned or delegated by such holder of Registrable Securities in conjunction with and to the
extent of any transfer of Registrable Securities by any such holder. This Agreement and the provisions hereof shall be binding
upon and shall inure to the benefit of each of the parties, to the permitted assigns of the Investors or holder of Registrable
Securities or of any assignee of the Investors or holder of Registrable Securities. This Agreement is not intended to confer any
rights or benefits on any persons that are not party hereto other than as expressly set forth in Article 4 and this Section 6.2.


 


6.3       Notices.
All notices, demands, requests, consents, approvals or other communications (collectively, “Notices”)
required or permitted to be given hereunder or which are given with respect to this Agreement shall be in writing and shall be
personally served, delivered by reputable air courier service with charges prepaid, or transmitted by hand delivery, telegram,
telex or facsimile, addressed as set forth below, or to such other address as such party shall have specified most recently by
written notice. Notice shall be deemed given on the date of service or transmission if personally served or transmitted by telegram,
telex or facsimile; provided, that if such service or transmission is not on a business day or is after normal business hours,
then such notice shall be deemed given on the next business day. Notice otherwise sent as provided herein shall be deemed given
on the next business day following timely delivery of such notice to a reputable air courier service with an order for next-day
delivery.


 






    	 	10	 



     


    

 





To the Company:


 


Roth CH Acquisition III Co.


888 San Clemente Drive, Suite 400


Newport Beach, CA 92660


Attn: Byron Roth, Co-Chief Executive Officer


 


with a copy to:


 


Loeb & Loeb LLP


345 Park Avenue


New York, NY 10154


Attn: Giovanni Caruso, Esq.


 


To an Investor, to the address set forth below such
Investor’s name on Exhibit A hereto.


 


6.4       Severability.
This 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 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 Agreement a provision
as similar in terms to such invalid or unenforceable provision as may be possible that is valid and enforceable.


 


6.5       Counterparts.
This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which taken together
shall constitute one and the same instrument.


 


6.6       Entire
Agreement. This Agreement (including all agreements entered into pursuant hereto and all certificates and instruments delivered
pursuant hereto and thereto) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede
all prior and contemporaneous agreements, representations, understandings, negotiations and discussions between the parties, whether
oral or written.


 


6.7       Modifications
and Amendments. No amendment, modification or termination of this Agreement shall be binding upon the Company unless executed
in writing by the Company. No amendment, modification or termination of this Agreement shall be binding upon the holders of the
Registrable Securities unless executed in writing by the holders of the majority Registrable Securities.


 


6.8       Titles
and Headings. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction
of any provision of this Agreement.


 


6.9       Waivers
and Extensions. Any party to this Agreement may waive any right, breach or default which such party has the right to waive,
provided that such waiver will not be effective against the waiving party unless it is in writing, is signed by such party, and
specifically refers to this Agreement. Waivers may be made in advance or after the right waived has arisen or the breach or default
waived has occurred. Any waiver may be conditional. No waiver of any breach of any agreement or provision herein contained shall
be deemed a waiver of any preceding or succeeding breach thereof nor of any other agreement or provision herein contained. No waiver
or extension of time for performance of any obligations or acts shall be deemed a waiver or extension of the time for performance
of any other obligations or acts.


 


6.10      Remedies
Cumulative. In the event that the Company fails to observe or perform any covenant or agreement to be observed or
performed under this Agreement, the Investor or any other holder of Registrable Securities may proceed to protect and enforce
its rights by suit in equity or action at law, whether for specific performance of any term contained in this Agreement or
for an injunction against the breach of any such term or in aid of the exercise of any power granted in this Agreement or to
enforce any other legal or equitable right, or to take any one or more of such actions, without being required to post a
bond. None of the rights, powers or remedies conferred under this Agreement shall be mutually exclusive, and each such right,
power or remedy shall be cumulative and in addition to any other right, power or remedy, whether conferred by this Agreement
or now or hereafter available at law, in equity, by statute or otherwise.


 






    	 	11	 



     


    

 


6.11     Governing
Law. This Agreement shall be governed by, interpreted under, and construed in accordance with the internal laws of the State
of New York applicable to agreements made and to be performed within the State of New York, without giving effect to any choice-of-law
provisions thereof that would compel the application of the substantive laws of any other jurisdiction.


 


6.12     Waiver
of Trial by Jury. Each party hereby irrevocably and unconditionally waives the right to a trial by jury in any action, suit,
counterclaim or other proceeding (whether based on contract, tort or otherwise) arising out of, connected with or relating to this
Agreement, the transactions contemplated hereby, or the actions of the Investor in the negotiation, administration, performance
or enforcement hereof.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 






    	 	12	 



     


    

 


IN WITNESS WHEREOF, the parties have caused
this Registration Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first written
above. 


 


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



 


	 	INVESTORS:
	 	 
	 	[●]
	 	 
	 	By: 	 
	 	 	Name: 
	 	 	Title:   



 


[Signature Page to Registration Rights Agreement]


 






    	 



     


    

 


EXHIBIT A


 


Name and Address of Investors


 





	Name	Address