Exhibit 10.33


 


JOINDER AGREEMENT


 


THIS JOINDER AGREEMENT
to the Note Purchase Agreement, dated as of October 6, 2020 (the “NPA”), by and among PureCycle Technologies
LLC, a Delaware limited liability company (the “Company”) and the investors listed on Schedule A attached
thereto (collectively, “Magnetar”), dated as of March 17, 2021 (this “Joinder”), is
executed and delivered by Roth CH Acquisition I Co. Parent Corp., a Delaware corporation (“Roth”) in favor of
Magnetar in accordance with the terms of the NPA. Capitalized terms used but not defined herein have the respective meanings given
them in the Indenture, dated as of October 7, 2020, by and between the Company and U.S. Bank National Association, a national banking
association.


 


RECITALS


 


WHEREAS,
pursuant to Section 6(g) of the NPA, the Company will not enter into a SPAC Transaction unless, as a condition to the closing of
such SPAC Transaction, the SPAC enters into a joinder to the NPA and agrees to be bound by the Company’s obligations under
Section 6 of the NPA.


 


WHEREAS,
Roth is a SPAC.


 


WHEREAS,
the Company and Roth desire to enter into a SPAC Transaction, pursuant to that certain Agreement and Plan of Merger, dated as of
the date hereof, by and among the Company, Roth, and the other parties thereto, and, as a condition to the closing of such SPAC
Transaction, and in compliance with Section 6(g) of the NPA, Roth agrees to execute this Joinder.


 


NOW THEREFORE,
in consideration of the covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Roth hereby agrees as follows:


 


AGREEMENT


 


1.                  
In accordance with Section 6(g) of the NPA, Roth hereby agrees that, upon consummation of the SPAC Transaction and as a
condition thereto, Roth will be a party to the NPA and will be subject to, and bound by, all of the terms, covenants and obligations
under Section 6 of the NPA as though an original party thereto.


 


2.                  
Sections 7(c), (g), (i), (j), (l), (n), (o), (p) and (t) in the NPA are hereby incorporated by reference mutatis mutandis.


 


3.                  
Any notice required or permitted by the NPA will be given to Roth at the address listed below Roth’s signature below.


 


4.                  
This Joinder may be executed in separate counterparts, each of which will be deemed an original, and all of which when taken
together will constitute one and the same instrument. Delivery of an executed signature page to this Joinder by electronic transmission
(including .pdf or any electronic signature complying with the U.S. Federal ESIGN Act of 2000, e.g., www.docusign.com) will be
effective as delivery of a manually executed counterpart to this Joinder.


 


[signature pages follow]


 






     


     


    

 


IN WITNESS WHEREOF, Roth has executed this
Joinder as of the date first written above.


 


	 	ROTH
    CH ACQUISITION I CO. PARENT CORP.
	 	 
	 	By: 	/s/ Byron Roth
	 	Name:
     Byron Roth
	 	Title:
       Chief Executive Officer
	 	Address:
    888 San Clemente Drive, Suite 400
	 	                Newport
    Beach, CA 92660




 


[Signature Page
to Joinder to Note Purchase Agreement]


 






     


     


    

 


	Accepted as of the date first written above.	 
	 	 
	PURECYCLE TECHNOLOGIES LLC	 
	 	 
	By:	/s/ Michael Otworth	 
	Name:  Michael Otworth	 
	Title:    Chief Executive Officer	 




 


[Signature
Page to Joinder to Note Purchase Agreement]