Exhibit 4.5


 


DESCRIPTION OF REGISTRANT’S SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934


 


As of December 31, 2021, the end of the period
covered by this Annual Report on Form 10-K, Roth CH Acquisition V Co. (the “Company,” “we,” “us,”
or “our”) has three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”): the Company’s common stock, $0.0001 par value (“common stock”), warrants to purchase
common stock (“warrants”), and units comprised of one share of common stock and one-half of one redeemable warrant.


 


The following description of the Company’s
capital stock and provisions of the Company’s amended and restated certificate of incorporation, bylaws and the Delaware General
Corporation Law are summaries and are qualified in their entirety by reference to the Company’s amended and restated certificate
of incorporation and bylaws and the text of the Delaware General Corporation Law. Copies of these documents have been filed with the SEC
as exhibits to the Annual Report on Form 10-K to which this description has been filed as an exhibit.


 


General


 


Our certificate of incorporation currently authorizes
the issuance of 50,000,000 shares of common stock. As of the date of this Annual Report on Form 10-K, 14,836,500 shares of common stock
are issued and outstanding and no preferred shares are issued or outstanding. The following description summarizes all of the material
terms of our securities. Because it is only a summary, it may not contain all the information that is important to you. For a complete
description you should refer to our amended and restated certificate of incorporation and bylaws, which are filed as exhibits to this
Annual Report on Form 10-K.


 


Units


 


Each unit consists of one share of common stock
and one half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of common stock at a price
of $11.50 per share, subject to adjustment. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole
number of shares of common stock. This means that only a whole warrant may be exercised at any given time by a warrant holder. No fractional
warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless the holder thereof owns a
multiple of two units, the number of warrants issuable upon separation of the units will be rounded down to the nearest whole number of
warrants. Each warrant will become exercisable 30 days after the consummation of an initial business combination, and will expire five
years after the completion of an initial business combination, or earlier upon redemption.


 


Except with respect to certain registration rights
and transfer restrictions, the private units are identical to the units sold as part of the public units in our initial public offering.


 


Common Stock


 


Holders of record of our common stock are entitled
to one vote for each share held on all matters to be voted on by stockholders. In connection with any vote held to approve our initial
business combination, our insiders, officers and directors, have agreed to vote their respective shares of common stock owned by them,
including both the insider shares and any shares acquired in our initial public offering or following our initial public offering in the
open market, in favor of the proposed business combination.


 


We will consummate our initial business combination
only if public stockholders do not exercise conversion rights in an amount that would cause our net tangible assets to be less than $5,000,001
and if a stockholder vote is held, a majority of the outstanding shares of common stock voted are voted in favor of the business combination.


 






    


     


    

 


Pursuant to our certificate of
incorporation, if we do not consummate our initial business combination within 18 months from the closing of our initial public
offering, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not
more than ten business days thereafter, redeem 100% of the outstanding public shares, which redemption will completely extinguish
public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any),
subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our
remaining stockholders and our Board of Directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to our
obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Our insiders have
agreed to waive their rights to share in any distribution with respect to their insider shares or shares underlying the private
units.


 


Our stockholders have no conversion, preemptive
or other subscription rights and there are no sinking fund or redemption provisions applicable to the shares of common stock, except that
public stockholders have the right to sell their shares to us in any tender offer or have their shares of common stock converted to cash
equal to their pro rata share of the trust account if they vote on the proposed business combination and the business combination is completed.
If we hold a stockholder vote to amend any provisions of our certificate of incorporation relating to stockholder’s rights or pre-business
combination activity (including the substance or timing within which we have to complete a business combination), we will provide our
public stockholders with the opportunity to redeem their shares of common stock upon approval of any such amendment at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the
trust account and not previously released to us to pay our franchise and income taxes, divided by the number of then outstanding public
shares, in connection with any such vote. In either of such events, converting stockholders would be paid their pro rata portion of the
trust account promptly following consummation of the business combination or the approval of the amendment to the certificate of incorporation.
If the business combination is not consummated or the amendment is not approved, stockholders will not be paid such amounts.


 


Warrants


 


As of the date of this Annual Report on Form 10-K,
5,980,750 warrants are outstanding. Each whole warrant entitles the registered holder to purchase one share of our common stock at a price
of $11.50 per share, subject to adjustment as discussed below, at any time commencing 30 days after the completion of our initial business
combination. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of common
stock. This means that only a whole warrant may be exercised at any given time by a warrant holder. No fractional warrants will be issued
upon separation of the units and only whole warrants will trade. Accordingly, unless the holder thereof owns a multiple of two units,
the number of warrants issuable upon separation of the units will be rounded down to the nearest whole number of warrants. However, no
warrants will be exercisable for cash unless we have an effective and current registration statement covering the shares of common stock
issuable upon exercise of the warrants and a current prospectus relating to such shares of common stock. Notwithstanding the foregoing,
if a registration statement covering the shares of common stock issuable upon exercise of the warrants is not effective within 120 days
from the closing of our initial business combination, warrant holders may, until such time as there is an effective registration statement
and during any period when we shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis
pursuant to an available exemption from registration under the Securities Act. In such event, each holder would pay the exercise price
by surrendering the whole warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product
of the number of shares of common stock underlying the warrants, multiplied by the difference between the “fair market value”
and the exercise price of the warrants by (y) the fair market value. The “fair market value” shall mean the average reported
closing price of the shares of common stock for the ten (10) trading days ending on the trading day prior to the date of exercise. The
warrants will expire five years from the closing of our initial business combination at 5:00 p.m., New York City time.


 


In addition, if (x) we issue additional
shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial
business combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective
issue price to be determined in good faith by our Board of Directors), (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 our initial business
combination, and (z) the volume weighted average trading price of our shares of common stock during the 20 trading day period
starting on the trading day prior to the day on which we consummate our initial business combination (such price, the “Market
Price”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to
115% of the Market Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent)
to be equal to 180% of the Market Price.


 






    


     


    

 


We may call the outstanding warrants for redemption,
in whole and not in part, at a price of $0.01 per warrant:


 


		·	at any time after the warrants become exercisable,



 


		·	upon not less than 30 days’ prior written notice of redemption to each warrant holder,



 


		·	if, and only if, the reported last sale price of the shares of common stock equals or exceeds $18.00 per
share, for any 20 trading days within a 30-day trading period commencing after the warrants become exercisable and ending on the third
business day prior to the notice of redemption to warrant holders, and



 


		·	if, and only if, there is a current registration statement in effect with respect to the shares of common
stock underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each
day thereafter until the date of redemption.



 


The right to exercise will be forfeited unless
the warrants are exercised prior to the date specified in the notice of redemption. On and after the redemption date, a record holder
of a warrant will have no further rights except to receive the redemption price for such holder’s warrant upon surrender of such
warrant.


 


The redemption criteria for our warrants have
been established at a price which is intended to provide warrant holders a reasonable premium to the initial exercise price and provide
a sufficient differential between the then-prevailing share price and the warrant exercise price so that if the share price declines as
a result of our redemption call, the redemption will not cause the share price to drop below the exercise price of the warrants.


 


If we call the warrants for redemption as described
above, our management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.”
In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to
the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference
between the “fair market value” and the exercise price of the warrants by (y) the fair market value. The “fair market
value” for this purpose shall mean the average reported closing price of the shares of common stock for the ten (10) trading days
ending on the third trading day prior to the date on which the notice of redemption is sent to holders of the warrants. Whether we will
exercise our option to require all holders to exercise their warrants on a “cashless basis” will depend on a variety of factors
including the price of our common shares at the time the warrants are called for redemption, our cash needs at such time and concerns
regarding dilutive share issuances.


 


The warrants were issued in registered form under
a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that
the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but
requires the approval, by written consent or vote, of the holders of a majority of the then outstanding warrants in order to make any
change that adversely affects the interests of the registered holders.


 


The exercise price and number of shares of common
stock issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary
dividend or our recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of
shares of common stock at a price below their respective exercise prices.


 


The warrants may be exercised upon surrender of
the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse
side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price, by certified or
official bank check payable to us, for the number of warrants being exercised. The warrant holders do not have the rights or privileges
of holders of shares of common stock and any voting rights until they exercise their warrants and receive shares of common stock. After
the issuance of shares of common stock upon exercise of the warrants, each holder will be entitled to one vote for each share held of
record on all matters to be voted on by stockholders.


 






    


     


    

 


Except as described above, no warrants will be
exercisable for cash and we will not be obligated to issue shares of common stock unless at the time a holder seeks to exercise such warrant,
a prospectus relating to the shares of common stock issuable upon exercise of the warrants is current and the shares of common stock have
been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the warrants.
Under the terms of the warrant agreement, we have agreed to use our best efforts to meet these conditions and to maintain a current prospectus
relating to the shares of common stock issuable upon exercise of the warrants until the expiration of the warrants. If the prospectus
relating to the shares of common stock issuable upon the exercise of the warrants is not current or if the common stock is not qualified
or exempt from qualification in the jurisdictions in which the holders of the warrants reside, we will not be required to net cash settle
or cash settle the warrant exercise, the warrants may have no value, the market for the warrants may be limited and the warrants may expire
worthless.


 


Warrant holders may elect to be subject to a restriction
on the exercise of their warrants such that an electing warrant holder would not be able to exercise their warrants to the extent that,
after giving effect to such exercise, such holder would beneficially own in excess of 9.9% of the shares of common stock outstanding.


 


No fractional shares will be issued upon exercise
of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon
exercise, round down to the nearest whole number the number of shares of common stock to be issued to the warrant holder.


 


We have agreed that, subject to applicable law,
any action, proceeding or claim against us arising out of or relating in any way to the warrant agreement will 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 we irrevocably submit
to such jurisdiction, which jurisdiction will be the exclusive forum for any such action, proceeding or claim. This provision applies
to claims under the Securities Act but does not apply to claims under the Exchange Act or any claim for which the federal district courts
of the United States of America are the sole and exclusive forum.


 


Dividends


 


We have not paid any cash dividends on our shares
of common stock to date and do not intend to pay cash dividends prior to the completion of a business combination. The payment of cash
dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition
subsequent to completion of a business combination. The payment of any dividends subsequent to a business combination will be within the
discretion of our then Board of Directors. It is the present intention of our Board of Directors to retain all earnings, if any, for use
in our business operations and, accordingly, our Board does not anticipate declaring any dividends in the foreseeable future.


 


Our Transfer Agent and Warrant Agent


 


The transfer agent for our shares of common stock
and warrant agent for our warrants is Continental Stock Transfer & Trust Company, 1 State Street, 30th Floor, New York, New York 10004.


 


Certain Anti-Takeover Provisions of Delaware
Law and our Certificate of Incorporation and Bylaws


 


We are subject to the provisions of Section 203
of the DGCL regulating corporate takeovers. This statute prevents certain Delaware corporations, under certain circumstances, from engaging
in a “business combination” with:


 


		·	a stockholder who owns 10% or more of our outstanding voting stock (otherwise known as an “interested
stockholder”);



 


		·	an affiliate of an interested stockholder; or



 


		·	an associate of an interested stockholder, for three years following the date that the stockholder became
an interested stockholder.



 






    


     


    

 


A “business combination” includes
a merger or sale of more than 10% of our assets. However, the above provisions of Section 203 do not apply if:


 


		·	our Board of Directors approves the transaction that made the stockholder an “interested stockholder,”
prior to the date of the transaction;



 


		·	after the completion of the transaction that resulted in the stockholder becoming an interested stockholder,
that stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, other than statutorily excluded
shares of common stock; or



 


		·	on or subsequent to the date of the transaction, the business combination is approved by our Board of
Directors and authorized at a meeting of our stockholders, and not by written consent, by an affirmative vote of at least two-thirds of
the outstanding voting stock not owned by the interested stockholder.



 


Exclusive Forum for Certain Lawsuits


 


Our amended and restated certificate of incorporation
provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware,
to the fullest extent permitted by law, shall be the sole and exclusive forum for any (1) derivative action or proceeding brought on behalf
of our company, (2) action asserting a claim of breach of a fiduciary duty owed by any director, officer, employee or agent of our company
to our company or our stockholders, or any claim for aiding and abetting any such alleged breach, (3) action asserting a claim against
our company or any director or officer of our company arising pursuant to any provision of the Delaware General Corporation Law, or the
DGCL, or our amended and restated certificate of incorporation or our bylaws, (4) action asserting a claim as to which the DGCL confers
jurisdiction on the Court of Chancery of the State of Delaware, or (5) action asserting a claim against us or any director or officer
of our company governed by the internal affairs doctrine, except for, as to each of (1) through (5) above, any claim as to which the Court
of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable
party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination). Notwithstanding
the foregoing, the inclusion of such provision in our amended and restated certificate of incorporation will not be deemed to be a waiver
by our stockholders of our obligation to comply with federal securities laws, rules and regulations, and the provisions of this paragraph
will not apply to suits brought to enforce any liability or duty created by the Securities Act or the Exchange Act or any other claim
for which the federal district courts of the United States of America shall be the sole and exclusive forum. Although we believe this
provision benefits us by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies,
the provision may have the effect of discouraging lawsuits against our directors and officers. Furthermore, the enforceability of choice
of forum provisions in other companies’ certificates of incorporation has been challenged in legal proceedings, and it is possible
that a court could find these types of provisions to be inapplicable or unenforceable.


 


Special meeting of stockholders


 


Our bylaws provide that special meetings of our
stockholders may be called only by a majority vote of our Board of Directors, by our Chief Executive Officer or by our Chairman.


 


Advance notice requirements for stockholder
proposals and director nominations


 


Our bylaws provide that stockholders seeking to
bring business before our annual meeting of stockholders, or to nominate candidates for election as directors at our annual meeting of
stockholders must provide timely notice of their intent in writing. To be timely, a stockholder’s notice will need to be delivered
to our principal executive offices not later than the close of business on the 90th day nor earlier than the opening of business on the
120th day prior to the scheduled date of the annual meeting of stockholders. Our bylaws also specify certain requirements as to the form
and content of a stockholders’ meeting. These provisions may preclude our stockholders from bringing matters before our annual meeting
of stockholders or from making nominations for directors at our annual meeting of stockholders.


 


Authorized but unissued shares


 


Our authorized but unissued common stock is
available for future issuances without stockholder approval, and could be utilized for a variety of corporate purposes, including
future offerings to raise additional capital, acquisitions and employee benefit plans. The existence of authorized but unissued and
unreserved common stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest,
tender offer, merger or otherwise.