EXHIBIT 10.3


 


FORM OF SUBSCRIPTION AGREEMENT


 


This SUBSCRIPTION
AGREEMENT (this “Subscription Agreement”) is entered into this 16th day of November, 2020, by and among Roth
CH Acquisition I Co., a Delaware corporation (the “Company”), Roth CH Acquisition I Co. Parent Corp., a Delaware
corporation (“Pubco”), and the undersigned (“Subscriber” or “you”). Defined
terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Transaction Agreement (as
defined below).


 


WHEREAS, the Company
and the other parties named therein propose to enter into a Business Combination Agreement (the “Transaction Agreement”),
pursuant to which the Company will be combined with PureCycle Technologies LLC (“PureCycle”), through a series
of transactions resulting in the Company and PureCycle being wholly owned subsidiaries of Pubco and Pubco being listed on the Nasdaq
Capital Market (“Nasdaq”), on the terms and subject to the conditions set forth therein (the “Transaction”);


 


WHEREAS, in connection
with the Transaction, Subscriber desires to subscribe for and purchase from the Company that number of the Company’s common
stock, par value $0.001 per share (the “Common Stock”), set forth on the signature page hereto (the “Shares”)
for a purchase price of $10.00 per share (the “Per Share Price”), or the aggregate purchase price set forth
on the signature page hereto (the “Purchase Price”), which payment (other than the aggregate par value of the
Shares) will be directed to Pubco and such Shares will be exchanged into shares of common stock of Pubco (the “Pubco Shares,”
such stock “Pubco Common Stock”) upon consummation of the Transaction as set forth in the Transaction Agreement,
and the Company desires to issue and sell to Subscriber the Shares in consideration of the payment of the Purchase Price by or
on behalf of Subscriber to the Company on or prior to the Closing (as defined below); and


 


WHEREAS, in connection
with the Transaction, certain other “accredited investors” (within the meaning of Rule 501(a) under the Securities
Act of 1933, as amended (the “Securities Act”)) have entered into separate subscription agreements with the
Company (“Other Subscription Agreements”) substantially similar to this Subscription Agreement, pursuant to
which all such investors have, together with the Subscriber pursuant to this Subscription Agreement, agreed to purchase an aggregate
of up to 25,000,000 shares of Common Stock at the Per Share Price.


 


NOW, THEREFORE, in
consideration of the foregoing and the mutual representations, warranties and covenants, and subject to the conditions, herein
contained, and intending to be legally bound hereby, the parties hereto hereby agree as follows:


 


1.        Subscription.
Subject to the terms and conditions hereof, Subscriber hereby irrevocably subscribes for, and the Company hereby agrees to issue
to Subscriber, upon the payment of the Purchase Price, the Shares on the terms and conditions set forth herein (such subscription
and issuance, the “Subscription”).


 


2.        Representations,
Warranties and Agreements.


 


2.1        Subscriber’s
Representations, Warranties and Agreements. To induce the Company to issue the Shares to Subscriber, Subscriber hereby represents
and warrants to the Company and Pubco and agrees with the Company and Pubco as follows:


 


2.1.1        
If Subscriber is not an individual, Subscriber has been duly formed or incorporated and is validly existing in good standing under
the laws of its jurisdiction of incorporation or formation, with power and authority to enter into, deliver and perform its obligations
under this Subscription Agreement. If Subscriber is an individual, Subscriber has the authority to enter into, deliver and perform
its obligations under this Subscription Agreement.


 


2.1.2
        If Subscriber is not an individual, this Subscription Agreement has been duly
authorized, executed and delivered by Subscriber. If Subscriber is an individual, the signature on this Subscription
Agreement is genuine, and Subscriber has legal competence and capacity to execute the same. This Subscription Agreement is
enforceable against Subscriber in accordance with its terms, except as may be limited or otherwise affected by
(i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the
rights of creditors generally, and (ii) principles of equity, whether considered at law or equity.


 






    


     


    

 


2.1.3        The
execution, delivery and performance by Subscriber of this Subscription Agreement and the consummation of the transactions contemplated
herein will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a
default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of
Subscriber or any of its subsidiaries pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, lease, license
or other agreement or instrument to which Subscriber or any of its subsidiaries is a party or by which Subscriber or any of its
subsidiaries is bound or to which any of the property or assets of Subscriber or any of its subsidiaries is subject, which would
reasonably be expected to have a material adverse effect on the business, properties, financial condition, stockholders’
equity or results of operations of Subscriber and its subsidiaries, taken as a whole (a “Subscriber Material Adverse Effect”),
or materially affect the legal authority of Subscriber to comply in all material respects with the terms of this Subscription Agreement;
(ii) if Subscriber is not an individual, result in any violation of the provisions of the organizational documents of Subscriber
or any of its subsidiaries; or (iii) result in any violation of any statute or any judgment, order, rule or regulation of
any court or governmental agency or body, domestic or foreign, having jurisdiction over Subscriber or any of its subsidiaries or
any of their respective properties that would reasonably be expected to have the Subscriber Material Adverse Effect or materially
affect the legal authority of Subscriber to comply in all material respects with this Subscription Agreement.


 


2.1.4        Subscriber
(i) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an “accredited
investor” (within the meaning of Rule 501(a) under the Securities Act) satisfying the applicable requirements set forth on
Schedule A, (ii) is acquiring the Shares only for its own account and not for the account of others, or if Subscriber
is subscribing for the Shares as a fiduciary or agent for one or more investor accounts, each owner of such account is an accredited
investor and Subscriber has full investment discretion with respect to each such account, and the full power and authority to make
the acknowledgements, representations and agreements herein on behalf of each owner of each such account, and (iii) is not
acquiring the Shares with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities
Act (and shall provide the requested information on Schedule A following the signature page hereto). Subscriber is not an
entity formed for the specific purpose of acquiring the Shares. Subscriber understands and acknowledges that the purchase of the
Shares pursuant to this Agreement meets the exemptions from filing under FINRA Rule 5123(b)(1)(C) or (J).


 


2.1.5        Subscriber
understands that the Shares are being offered in a transaction not involving any public offering within the meaning of the Securities
Act and that the Shares have not been registered under the Securities Act. Subscriber understands that the Shares may not be resold,
transferred, pledged or otherwise disposed of by Subscriber any investment fund or managed account managed by the same investment
adviser as the Subscriber or having the same general partner or an affiliated general partner and which investment fund or managed
account shall be deemed to make the same representations as Subscriber hereunder (each “Subscriber Affiliate”)
absent an effective registration statement under the Securities Act with respect to the Shares or an opinion of counsel satisfactory
to the Company that such registration statement is not required and an applicable exemption from the registration requirements
of the Securities Act is available, and that any certificates or book entries representing the Shares shall contain a legend to
such effect. Subscriber acknowledges that the Shares will not be eligible for resale pursuant to Rule 144A promulgated under the
Securities Act. Subscriber understands and agrees that the Shares will be subject to transfer restrictions and, as a result of
these transfer restrictions, Subscriber may not be able to readily resell the Shares and may be required to bear the financial
risk of an investment in the Shares for an indefinite period of time. Subscriber understands that it has been advised to consult
legal counsel prior to making any offer, resale, pledge or transfer of any of the Shares.


 


2.1.6        Subscriber
acknowledges that there have been no representations, warranties, covenants and agreements made to Subscriber by the Company or
Pubco or any of its officers or directors, expressly or by implication, other than those representations, warranties, covenants
and agreements included in this Subscription Agreement.


 






    2


     


    

 


2.1.7        Subscriber
represents and warrants that (i) it is not a Benefit Plan Investor as contemplated by the Employee Retirement Income Security
Act of 1974, as amended (“ERISA”), or (ii) its acquisition and holding of the Shares will not constitute
or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974,
as amended, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar law.


 


2.1.8        In
making its decision to purchase the Shares, Subscriber represents that it has relied solely upon independent investigation made
by Subscriber. The Subscriber acknowledges and agrees that the Subscriber has received and has had an adequate opportunity to review,
and ask questions with respect to, such financial and other information as the Subscriber deems necessary in order to make an investment
decision with respect to the Shares and made its own assessment and is satisfied concerning the relevant tax, legal and other economic
considerations relevant to the Subscriber’s investment in the Shares. Without limiting the generality of the foregoing, the
Subscriber acknowledges that it has reviewed the documents provided to the Subscriber by the Company. The Subscriber represents
and agrees that the Subscriber have had the full opportunity to ask such questions, receive such answers and obtain such information
regarding the Company, the Target and the Transaction, as the Subscriber have deemed necessary to make an investment decision with
respect to the Shares. The Subscriber acknowledges that no disclosure or any information received by the Subscriber has been prepared
by any of Roth Capital Partners, LLC, Craig-Hallum Capital Group LLC or Oppenheimer & Co. Inc. (collectively, the “Placement
Agents”) and that the Placement Agents and their respective directors, officers, employees, representatives and controlling
persons have made no independent investigation with respect to the Company or the Shares or the accuracy, completeness or adequacy
of any information supplied to the Subscriber by the Company. The Subscriber acknowledges that it has not relied on any statements
or other information provided by the Placement Agents or any of the Placement Agents’ affiliates with respect to its decision
to invest in the Shares, including information related to the Company, the Shares and the offer and sale of the Shares. The information
provided to the Subscriber is preliminary and subject to change, and that any changes to such information, including, without limitation,
any changes based on updated information or changes in terms of the Transaction, shall in no way affect the Subscriber’s
obligation to purchase the Shares hereunder.


 


2.1.9        Subscriber
became aware of this offering of the Shares solely (a) by means of direct contact from the Placement Agents or (b) directly from
the Company as a result of a pre-exiting, substantial relationship with the Company, and the Shares were offered to Subscriber
solely by direct contact between Subscriber and any of the Placement Agents or the Company. Subscriber did not become aware of
this offering of the Shares, nor were the Shares offered to Subscriber, by any other means. Subscriber acknowledges that the Placement
Agents have not acted as its financial advisor or fiduciary. Subscriber acknowledges that the Company represents and warrants that
the Shares (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered
in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any other federal,
state or foreign securities laws.


 


2.1.10        Subscriber
acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Shares. Subscriber
has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment
in the Shares, and Subscriber has sought such accounting, legal and tax advice as Subscriber has considered necessary to make an
informed investment decision. Subscriber understands and acknowledges that the purchase and sale of the Shares hereunder meets
(i) the exemptions from filing under FINRA Rule 5123(b)(1)(A) and (ii) the institutional customer exemption under FINRA Rule
2111(b).


 


2.1.11 Subscriber
represents and acknowledges that Subscriber has such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of the investment in the Shares, has adequately analyzed and fully considered the risks of an
investment in the Shares and determined that the Shares are a suitable investment for Subscriber and that Subscriber is able at
this time and in the foreseeable future to bear the economic risk of a total loss of Subscriber’s investment in the Company.
Subscriber further acknowledges specifically that a possibility of total loss of investment exists and that it is able to fend
for itself in the transactions contemplated herein.


 






    3


     


    

 


2.1.12        Subscriber
understands and agrees that no federal, state or other agency has passed upon or endorsed the merits of the offering of the Shares
or made any findings or determination as to the fairness of this investment.


 


2.1.13        Subscriber
represents and warrants that Subscriber is not (i) a person or entity named on the List of Specially Designated Nationals
and Blocked Persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”)
or in any Executive Order issued by the President of the United States and administered by OFAC (“OFAC List”),
or a person or entity prohibited by any OFAC sanctions program, (ii) a Designated National as defined in the Cuban Assets
Control Regulations, 31 C.F.R. Part 515, or (iii) a non-U.S. shell bank or providing banking services indirectly to a non-U.S.
shell bank (collectively, a “Prohibited  Investor”). Subscriber agrees to provide law enforcement
agencies, if requested thereby, such records as required by applicable law, provided that Subscriber is permitted to do so under
applicable law. Subscriber represents that if it is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311
et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and
its implementing regulations (collectively, the “BSA/PATRIOT Act”), that Subscriber maintains policies and procedures
reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. Subscriber also represents that, to the extent
required, it maintains policies and procedures reasonably designed for the screening of its investors against the OFAC sanctions
programs, including the OFAC List. Subscriber further represents and warrants that, to the extent required, it maintains policies
and procedures reasonably designed to ensure that the funds held by Subscriber and used to purchase the Shares were legally derived.


 


2.1.14        Subscriber
has, and at the Closing will have, sufficient available funds to pay the Purchase Price pursuant to Section 3.1.


 


2.1.15        Subscriber
represents that no disqualifying event described in Rule 506(d)(1)(i)-(viii) under the Securities Act (a “Disqualification
Event”) is applicable to Subscriber or any of its Rule 506(d) Related Parties (as defined below), except, if applicable,
for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable. Subscriber hereby agrees that
it shall notify the Company promptly in writing in the event a Disqualification Event becomes applicable to Subscriber or any of
its Rule 506(d) Related Parties, except, if applicable, for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or
(d)(3) is applicable. For purposes of this Section 2.1.15, “Rule 506(d) Related Party” shall mean a person
or entity that is a direct beneficial owner of Subscriber’s securities for purposes of Rule 506(d) under the Securities Act.


 


2.2        Company’s
Representations, Warranties and Agreements. To induce Subscriber to purchase the Shares, the Company or Pubco (as applicable)
hereby represents and warrants to Subscriber and agrees with Subscriber as follows:


 


2.2.1        Each
of the Company and Pubco has been duly incorporated and is validly existing as a corporation in good standing under the Delaware
General Corporation Law (the “DGCL”), with corporate power and authority to own, lease and operate its properties
and conduct its business as presently conducted and to enter into, deliver and perform its obligations under this Subscription
Agreement.


 


2.2.2        The
Shares have been duly authorized and, when issued and delivered to Subscriber against full payment for the Shares in accordance
with the terms of this Subscription Agreement and registered with the Company’s transfer agent, the Shares will be validly
issued, fully paid and non-assessable and the Shares will not have been authorized in violation of or subject to any preemptive
or similar rights created under the Company’s amended and restated certificate of incorporation or under the DGCL.


 


2.2.3        This
Subscription Agreement has been duly authorized, executed and delivered by each of the Company and Pubco and is enforceable against
it in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, and (ii) principles
of equity, whether considered at law or equity.


 






    4


     


    

 


2.2.4        The
execution, delivery and performance of this Subscription Agreement (including compliance by each of the Company and Pubco with
all of the provisions hereof), issuance and sale of the Shares and the consummation of the certain other transactions contemplated
herein will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default
under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Company
or Pubco pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or
instrument to which the Company or Pubco is a party or by which the Company or Pubco is bound or to which any of the property or
assets of the Company or Pubco is subject, which would reasonably be expected to have a material adverse effect on the business,
properties, financial condition, stockholders’ equity or results of operations of the Company or Pubco (a “Material
Adverse Effect”) or materially affect the validity of the Shares or the legal authority of the Company or Pubco to comply
in all material respects with the terms of this Subscription Agreement; (ii) result in any violation of the provisions of
the organizational documents of the Company or Pubco; or (iii) result in any violation of any statute or any judgment, order,
rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Company, Pubco
or any of their respective properties that would reasonably be expected to have a Material Adverse Effect or materially affect
the validity of the Shares or the legal authority of the Company or Pubco to comply in all material respects with this Subscription
Agreement.


 


2.2.5        None
of the Company, Pubco, nor any person acting on its or their behalf has, directly or indirectly, made any offers or sales of any
Company or Pubco security or solicited any offers to buy any security, under circumstances that would adversely affect reliance
by the Company or Pubco, as applicable, on Section 4(a)(2) of the Securities Act for the exemption from registration for the
transactions contemplated hereby or would require registration of the Shares under the Securities Act.


 


2.2.6        None
of the Company, Pubco nor any person acting on its behalf has conducted any general solicitation or general advertising (as those
terms are used in Regulation D under the Securities Act) in connection with the offer or sale of any of the Shares.


 


2.2.7        The
Company and Pubco has each provided Subscriber an opportunity to ask questions regarding the Company and Pubco and made available
to Subscriber all the information reasonably available to the Company or Pubco that Subscriber has requested for deciding whether
to acquire the Shares.


 


2.2.8        No
Disqualification Event is applicable to the Company or, to the Company’s knowledge, any Company Covered Person (as defined
below), except for a Disqualification Event as to which Rule 506(d)(2)(ii)-(iv) or (d)(3) under the Securities Act is applicable.
The Company has complied, to the extent applicable, with any disclosure obligations under Rule 506(e) under the Securities Act.
 “Company Covered Person” means, with respect to the Company as an “issuer” for purposes of Rule
506 under the Securities Act, any person listed in the first paragraph of Rule 506(d)(1) under the Securities Act.


 


2.2.9
        Until the earliest of (i) the first date on which the undersigned can sell all of
its Pubco Shares, under Rule 144 of the Securities Act without limitation as to the manner of sale or the amount of such
securities that may be sold and (ii) two years from the Closing Date, Pubco covenants to maintain the registration of the
Pubco Common Stock under Section 12(b) or 12(g) of the Exchange Act of 1934, as amended (the “Exchange
Act”) and to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all
reports required to be filed by Pubco after the date hereof pursuant to the Exchange Act. At any time during the period
commencing from the 12-month anniversary of the Closing and ending at such time that all of the Pubco Shares may be sold
without the requirement for Pubco to be in compliance with Rule 144(c)(1) (as defined below) and otherwise without
restriction or limitation pursuant to Rule 144, if Pubco shall fail for any reason to satisfy the current public information
requirement under Rule 144(c) and the Shares are not then registered for resale by the Subscriber under the Securities Act (a
 “Public Information Failure”) then, in addition to such Subscriber’s other available remedies and
unless all of the Pubco Shares were registered Pubco’s registration statement on Form S-4 to be declared effective by
the Commission on the Closing Date, the Company shall pay to a Subscriber, in cash, as partial liquidated damages and not as
a penalty, by reason of any such delay in or reduction of its ability to sell the Shares, an amount in cash equal to one (1%)
of the aggregate Purchase Price of the Subscriber’s Shares on the day of a Public Information Failure and on every
thirtieth (30th) day (pro-rated for periods totaling less than thirty days) (“Monthly Liquidated
Damage”) thereafter until the earlier of (a) the date such Public Information Failure is cured and (b) such time
that such public information is no longer required  for the Subscriber to transfer the Shares pursuant to Rule 144;
provided that in no event shall the Monthly Liquidated Damage hereunder plus the monthly liquidated damage defined in the
Registration Rights Agreement shall exceed one (1%) of the aggregate Purchase Price of the Subscriber’s Shares. 
The payments to which the Subscriber shall be entitled pursuant to this Section 2.2.9 are referred to herein as
 “Public Information Failure Payments.”  Public Information Failure Payments shall be paid on the last
day of the calendar month during which such Public Information Failure Payments are incurred. In no event shall the Company
be required hereunder and under the Registration Rights Agreement to pay to such Subscriber an aggregate amount that exceeds
6.0% of the aggregate Purchase Price paid by such Subscriber for its Shares pursuant to this Subscription Agreement. The
Company may suspend the use of any such registration statement if it determines that in order for the registration statement
to not contain a material misstatement or omission, an amendment thereto would be needed to include information that would at
that time not otherwise be required in a current, quarterly, or annual report under the Exchange Act, as amended; provided,
that, the Company shall use commercially reasonable efforts to make such registration statement available for the sale by the
undersigned of such securities as soon as practicable thereafter.


 






    5


     


    

 


2.2.10       Following
the Disclosure Time (as defined in Section 7) or otherwise as required by applicable law, the Company covenants and agrees that
neither it, nor any other Person acting on its behalf will provide any Subscriber or its agents or counsel with any information
that constitutes, or the Company reasonably believes constitutes, material non-public information, unless prior thereto the Subscriber
shall have consented to the receipt of such information and agreed with the Company to keep such information confidential. The
Company understands and confirms that the Subscriber shall be relying on the foregoing covenant in effecting transactions in securities
of the Company; provided, that each Subscriber shall be solely responsible for its compliance with federal, state and foreign securities
laws.


 


2.2.11       From
the date hereof until 60 days after the date Effective Date (as defined in Section 4.4), neither the Company nor any
Subsidiary shall issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of
Common Stock or Common Stock Equivalents. Notwithstanding the foregoing, this Section 2.2.11 shall not apply in respect
of an Exempt Issuance. “Common Stock Equivalents” means any securities of the Company or the subsidiaries
which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt,
preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or
exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock. “Exempt Issuance”
means the issuance of (a) shares of Common Stock or options to employees, officers or directors of the Company pursuant to
any stock or option plan duly adopted for such purpose, by the board of directors of the Company, (b) securities exercisable
or exchangeable for or convertible into shares of Common Stock issued and outstanding as of the Closing Date, provided that
such securities have not been amended since the date of the Closing to increase the number of such securities or to decrease
the exercise price, exchange price or conversion price of such securities (other than in connection with stock splits or
combinations) or to extend the term of such securities, (c) equity securities issued pursuant to acquisitions or strategic
transactions approved by the board of directors of the Company, provided that such securities are issued as “restricted
securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any
registration statement in connection therewith during the prohibition period in this Section 2.2.11, and provided that
any such issuance shall only be to a counterparty (or to the equityholders of a counterparty) which is, itself or through its
subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and
shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction
in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary
business is investing in securities, (d) shares and securities issued in connection with the Transaction and (e) shares of
Common Stock (i) issuable pursuant to Other Subscription Agreements on the same terms and conditions hereunder entered into
after the date hereof and prior to the earlier of (A) the initial filing of the registration statement required pursuant to
the Registration Rights Agreement and (B) the Filing Date (as defined in the Registration Rights Agreement), and (ii) that,
together with the shares of Common Stock issuable pursuant to this Subscription Agreement, do not exceed $250 million of
shares of Common Stock. Other than (i) the Other Subscription Agreements and (ii) the definitive documentation of a purchase
of securities of PureCycle entered into prior to the date hereof and not conditioned on the consummation of the Transaction,
the Company has not entered into any side letter or similar agreement with a subscriber under any Other Subscription
Agreement (an “Other Subscriber”) in connection with such Other Subscriber’s direct or indirect
investment in the Company.  No Other Subscription Agreements have been amended in any material respect following the
date of this Subscription Agreement, and each Other Subscription Agreement reflects the same Per Share Purchase Price and
terms that are not materially more favorable to such Other Subscriber thereunder than the terms of this Subscription
Agreement.


 






    6


     


    

 


2.2.12       As
of the date of this Subscription Agreement, the authorized capital stock of the Company consists of 50,000,000 shares of Common
Stock. As of the date of this Subscription Agreement, 9,828,000 shares of Common Stock are issued and outstanding and (ii) 5,936,625
shares of Common Stock are reserved for issuance upon the exercise of warrants (“Warrants”) to purchase shares
of Common Stock. All (i) issued and outstanding shares of Common Stock have been duly authorized and validly issued, are fully
paid and are non-assessable and are not subject to preemptive rights and (ii) outstanding Warrants have been duly authorized and
validly issued, are fully paid and are not subject to preemptive rights. As of the date hereof, except as set forth above pursuant
to the organizational documents or IPO of the Company, the Other Subscription Agreements, the Transaction Agreement and any promissory
notes that may be issued by the Company’s sponsor to the Company for working capital purposes, there are no outstanding options,
warrants or other rights to subscribe for, purchase or acquire from the Company any shares of Common Stock or other equity interests
in the Company, or securities convertible into or exchangeable or exercisable for such equity interests. As of the date hereof,
other than the subsidiary created for purposes of the Transaction, the Company has no subsidiaries and does not own, directly or
indirectly, interests or investments (whether equity or debt) in any person, whether incorporated or unincorporated. There are
no stockholder agreements, voting trusts or other agreements or understandings to which the Company is a party or by which it is
bound relating to the voting of any securities of the Company, other than (A) as set forth in the Company’s filings with
the Securities and Exchange Commission (the “Commission”), together with any amendments, restatements or supplements
thereto (the “SEC Documents”) and (B) as contemplated by the Transaction Agreement. Except as disclosed in the
SEC Documents, the Company had no outstanding indebtedness and will not have any outstanding long-term indebtedness as of immediately
prior to the Closing.


 


3.        Settlement
Date and Delivery.


 


3.1        Closing.
The closing of the Subscription contemplated hereby (the “Closing”) is contingent upon the substantially concurrent
consummation of the merger transactions as described in the Transaction Agreement. The Closing shall occur on the closing date
of, and immediately prior to, the consummation of the Transaction. Upon not less than three business days’ written notice
from (or on behalf of) the Company to Subscriber (the “Closing Notice”) that the Company reasonably expects
all conditions to the closing of the Transaction to be satisfied on a date that is not less than three (3) business days from
the date of the Closing Notice, Subscriber shall deliver to an independent third party escrow agent to the Closing selected by
the Placement Agents and reasonably acceptable to the Company (the “Escrow Agent”), at least one business day
prior to the closing date specified in the Closing Notice (the “Closing Date”), to be held in escrow until the
Closing pursuant to the terms of that certain Escrow Agreement entered into prior to the Closing, by and among the Company, Pubco,
the Escrow Agent and the Placement Agents (the “Escrow Agent”), the Purchase Price for the Shares by wire transfer
of United States dollars in immediately available funds to the account specified by the Escrow Agent in the Closing Notice against
delivery by the Company to Subscriber of the Shares in book-entry form (or in certificated form if indicated by the Subscriber
on the Subscriber’s signature page hereto) for disbursement to Pubco in connection with the consummation of the transaction
contemplated by the Transaction Agreement (other than the aggregate par value of the Shares, which will be paid to the Company).
All costs related to engagement of the Escrow Agent shall be paid by the Company. In the event the Closing does not occur within
two business days of the Closing Date, the Escrow Agent shall promptly (but not later than two business days thereafter) return
the Purchase Price to Subscriber otherwise pursuant to the terms of the Escrow Agreement.


 






    7


     


    

 


3.       Conditions
to Closing.


 


3.2.1       The
Closing shall be subject to the satisfaction or valid waiver by the Company, on the one hand, or the Subscriber, on the other,
of the conditions that, on the Closing Date:


 


(i)        No
suspension of the qualification of the Shares for offering or sale or trading in any jurisdiction, or initiation or threatening
of any proceedings for any of such purposes, shall have occurred.


 


(ii)        No
governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, rule or regulation (whether
temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated
hereby illegal or otherwise preventing or prohibiting consummation of the transactions contemplated hereby.


 


(iii)        All
conditions precedent to the consummation of the Transaction set forth in the Transaction Agreement shall have been satisfied or
waived (other than those conditions that, by their nature, may only be satisfied at the consummation of the Transaction, but subject
to satisfaction of such conditions as of the consummation of the Transaction).


 


(iv)        No
Material Adverse Effect (as defined in the Transaction Agreement) shall have occurred between the date of the Transaction Agreement
and the Closing Date that is continuing.


 


3.2.2        The
obligation of the Company to consummate the Closing shall be subject to the satisfaction or valid waiver by the Company of the
additional conditions that, on the Closing Date:


 


(i)        All
representations and warranties of the Subscriber contained in this Subscription Agreement shall be true and correct in all material
respects as of the Closing Date (other than those representations and warranties expressly made as of an earlier date, which shall
be true and correct in all material respects as of such date), and consummation of the Closing shall constitute a reaffirmation
by Subscriber of each of the representations, warranties and agreements contained in this Subscription Agreement as of the Closing
Date (other than those representations and warranties expressly made as of an earlier date, which shall be true and correct in
all respects as of such date).


 


(ii)        The
Subscriber shall have performed or complied in all material respects with all agreements and covenants required by this Subscription
Agreement.


 


(iii)        The
Subscriber shall have delivered a duly executed Registration Rights Agreement in the form of Exhibit A attached hereto (the
 “Registration Rights Agreement”).


 


3.2.3        The
obligation of the Subscriber to consummate the Closing shall be subject to the satisfaction or valid waiver by the Subscriber of
the additional conditions that, on the Closing Date:


 


(i)        All
representations and warranties of the Company contained in this Subscription Agreement shall be true and correct in all material
respects as of the Closing Date (other than those representations and warranties expressly made as of an earlier date, which shall
be true and correct in all material respects as of such date), and consummation of the Closing shall constitute a reaffirmation
by the Company of each of the representations, warranties and agreements contained in this Subscription Agreement as of the Closing
Date (other than those representations and warranties expressly made as of an earlier date, which shall be true and correct in
all respects as of such date).


 


(ii)        The
Company shall have performed or complied in all material respects with all agreements and covenants required by this Subscription
Agreement.


 


(iii)        Pubco
shall have delivered a duly executed Registration Rights Agreement.


 


(iv)        Pubco
shall have filed with the Nasdaq Capital Market (“Nasdaq”) an application for the listing of the Shares and
Nasdaq shall have raised no objection with respect thereto.


 


(v)        The
Transaction Agreement (as the same exists on the date of this Subscription Agreement) shall not have been amended to materially
adversely affect the economic benefits that the Subscriber would reasonably expect to receive under this Subscription Agreement
without having received Subscriber’s prior written consent.


 


(vi)
        All conditions precedent to the closing of the Transaction set forth in the
Transaction Agreement shall have been satisfied or waived (other than those conditions that may only be satisfied at the
closing of the Transaction, but subject to the satisfaction or waiver of such conditions as of the closing of the
Transaction).


 






    8


     


    

 


4.       Transfer
Restrictions.


 


4.1       The
Shares, and after the consummation of the Transaction, the Pubco Shares, may only be resold, transferred, pledged or otherwise
disposed of in compliance with state and federal securities laws. In connection with any transfer of Shares other than pursuant
to an effective registration statement, Rule 144 under the Securities Act (“Rule 144”) or pursuant to another
applicable exemption from the registration requirements of the Securities Act, or a transfer to the Company or Pubco, as applicable
or to one or more Subscriber Affiliates or to a lender to Subscriber pursuant to a pledge and, thereafter, a transferee thereof
pursuant to a foreclosure, of the Subscriber, the Company or Pubco, as applicable, may require the transferor thereof to provide
to the Company or Pubco, as applicable, an opinion of counsel selected by the transferor and reasonably acceptable to the Company
or Pubco, as applicable, the form and substance of which opinion shall be reasonably satisfactory to the Company or Pubco, as applicable,
to the effect that such transfer does not require registration of such transferred Shares, and after the consummation of the Transaction,
the Pubco Shares, under the Securities Act. As a condition of transfer, any such transferee shall agree in writing to be bound
by the terms of this Subscription Agreement and the Registration Rights Agreement and such transferee and each Subscriber Affiliate
transferee and each lender transferee and their subsequent transferees shall have the rights and obligations of the Subscriber
under this Agreement and the Registration Rights Agreement.


 


4.2       The
Company and Pubco acknowledge and agree that the Subscriber may from time to time pledge pursuant to a bona fide margin agreement
with a registered broker-dealer or grant a security interest in some or all of the Shares or the Pubco Shares, as applicable, to
a financial institution that is an “accredited investor” as defined in Rule 501(a) under the Securities Act and, if
required under the terms of such arrangement, the Subscriber may transfer pledged or secured Shares or Pubco Shares, as applicable,
to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company or Pubco, as applicable,
and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith; further,
no notice shall be required of such pledge; provided that the Subscriber and its pledgee shall be required to comply with
other provisions of Section 4 hereof in order to effect a sale, transfer or assignment of the Shares or Pubco Shares, as applicable,
to such pledgee. At the Subscriber’s expense, the Company or Pubco, as applicable, will execute and deliver such reasonable
documentation as a pledgee or secured party of the Shares or the Pubco Shares, as applicable, may reasonably request in connection
with a pledge or transfer of the Shares or the Pubco Shares, as applicable.


 


4.3        The
Subscriber agrees to the imprinting, so long as is required by this Section 4, of a legend on any of the Shares, and
after the consummation of the Transaction, the Pubco Shares, in the following form:


 


THIS SECURITY
HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON
AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY,
MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
APPLICABLE FEDERAL, STATE AND FOREIGN SECURITIES LAWS.


 


4.4       Subject
to applicable requirements of the Securities Act and the interpretations of the Commission thereunder and any requirements of
the Company’s or Pubco’s transfer agent, the Company and Pubco shall ensure that instruments, whether
certificated or uncertificated, evidencing the Shares or Pubco Shares, as applicable, shall not contain any legend (including
the legend set forth in Section 4.3), (i) while a registration statement covering the resale of such Shares or
Pubco Shares, as applicable, is effective under the Securities Act, (ii) following any sale of such Shares pursuant to Rule
144, (iii) if such Shares or Pubco Shares, as applicable, are eligible for sale under Rule 144, without the requirement for
the Company or Pubco to be in compliance with the current public information required under Rule 144 and without volume or
manner-of-sale restrictions, and in each case, the Subscriber provides the Company and Pubco with an undertaking to effect
any sales or other transfers in accordance with the Securities Act, or (iv) if such legend is not required under applicable
requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the
Commission) (the earliest of such dates, the “Effective Date”).


 






    9


     


    

 


4.5       The
Subscriber agrees with the Company and Pubco that the Subscriber will sell any Shares, and after the consummation of the Transaction,
the Pubco Shares, pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery
requirements, or an exemption therefrom, and that if Shares, and after the consummation of the Transaction, the Pubco Shares, are
sold pursuant to a registration statement, they will be sold in compliance with the plan of distribution set forth therein, and
acknowledges that the removal of the restrictive legend from instruments representing Shares, and after the consummation of the
Transaction, the Pubco Shares, as set forth in this Section 4 is predicated upon the Company’s reliance upon
this understanding.


 


5.        Termination.
Except for the provisions of Sections 5, 6 and 8, which shall survive any termination hereunder, this Subscription Agreement shall
terminate and be void and of no further force and effect, and all rights and obligations of the parties hereunder shall terminate
without any further liability on the part of any party in respect thereof, upon the earlier to occur of (i) such date and
time as the Transaction Agreement is terminated in accordance with its terms, (ii) upon the mutual written agreement of each
of the parties hereto to terminate this Subscription Agreement, (iii) if any of the conditions to Closing set forth in Section 3.2
of this Subscription Agreement are not satisfied or waived on or prior to the Closing and, as a result thereof, the transactions
contemplated by this Subscription Agreement are not consummated at the Closing or (iv) if the Closing shall not have occurred on
or before May 31, 2021; provided, that, subject to the limitations set forth in Section 8, nothing herein will relieve
any party from liability for any willful breach hereof prior to the time of termination, and each party will be entitled to any
remedies at law or in equity to recover losses, liabilities or damages arising from such breach. The Company shall promptly notify
Subscriber of the termination of the Transaction Agreement promptly after the termination of such agreement.


 


6.        Miscellaneous.


 


6.1        Further
Assurances. At the Closing, the parties hereto shall execute and deliver such additional documents and take such additional
actions as the parties reasonably may deem to be practical and necessary in order to consummate the Subscription as contemplated
by this Subscription Agreement.


 


6.1.1        Subscriber
acknowledges that the Company, Pubco, the Placement Agents and others will rely on the acknowledgments, understandings, agreements,
representations and warranties contained in this Subscription Agreement. Prior to the Closing, Subscriber agrees to promptly notify
the Company if any of the acknowledgments, understandings, agreements, representations and warranties set forth herein are no longer
accurate in all material respects. Subscriber further acknowledges and agrees that the Placement Agents are third-party beneficiaries
of the representations and warranties of the Subscriber contained in Section 2.1 of this Subscription Agreement.


 


6.1.2        The
Company and Pubco are entitled to rely upon this Subscription Agreement and is irrevocably authorized to produce this Subscription
Agreement or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to
the matters covered hereby.


 


6.1.3        The
Company may request from Subscriber such additional information as the Company may deem necessary to evaluate the eligibility of
Subscriber to acquire the Shares, and Subscriber shall use reasonable best efforts to provide such information as may be reasonably
requested, to the extent readily available and to the extent consistent with its internal policies and procedures.


 


6.1.4        Subscriber
shall pay all of its own expenses in connection with this Subscription Agreement and the transactions contemplated herein.


 






    10


     


    

 



 


6.2
        Notices. Any notice or communication required or permitted hereunder shall
be in writing and either delivered personally, emailed or sent by overnight mail via a reputable overnight carrier, or sent
by certified or registered mail, postage prepaid, and shall be deemed to be given and received (i) when so delivered
personally, (ii) when sent, with no mail undeliverable or other rejection notice, if sent by email, or (iii) three
(3) business days after the date of mailing to the address below or to such other address or addresses as such person may
hereafter designate by notice given hereunder:


 


(i) if to Subscriber,
to such address or addresses set forth on the signature page hereto;


 


(ii) if to the Company
or Pubco (prior to the Transaction closing), to:


 


Roth CH Acquisition I Co.


888 San Clemente Drive, Suite 400


Newport Beach, CA 92660


Attention: Byron Roth


E-mail:  


 


with a required copy to (which copy shall not constitute
notice):


 


Loeb & Loeb LLP


345 Park Avenue, 19th Floor


New York, NY 10154


Attention: Mitchell S. Nussbaum, Esq.


E-mail: mnussbaum@loeb.com


 


(iii) if to the Company (following the
Transaction closing), to:


 


PureCycle Technologies LLC


5950 Hazeltine National Drive, Suite 650


Orlando, Florida 32822


Attention: David Brenner


E-mail: 


 


with a required copy to (which copy shall not constitute
notice):


 


Jones Day


1420 Peachtree Street, NE, Suite 800


Atlanta, Georgia 30309


Attention: Bryan E. Davis, Joel T. May and Patrick S. Baldwin


E-mail:      bedavis@jonesday.com;
jtmay@jonesday.com; pbaldwin@jonesday.com


 


6.3          Entire
Agreement. This Subscription Agreement, together with the Registration Rights Agreement, constitutes the entire agreement,
and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, among the parties,
with respect to the subject matter hereof. Except as otherwise expressly set forth in Section 6.1.1, this Subscription Agreement
shall not confer rights or remedies upon any person other than the parties hereto and their respective successors and assigns.


 


6.4          Modifications
and Amendments. This Subscription Agreement may not be modified, waived or terminated except by an instrument in writing, signed
by a majority in interest of, collectively, the Subscriber and subscribers party to the Other Subscription Agreements; provided,
however, any material modification, waiver or termination to the economic terms of the transactions contemplated under this
Subscription Agreement shall require the prior written consent of the Subscriber if the Subscriber has an aggregate Purchase price
of at least $10 million.


 


6.5          Waivers
and Consents. The terms and provisions of this Subscription Agreement may be waived, or consent for the departure therefrom
granted, only by a written document executed by a majority in interest of, collectively, the Subscriber and subscribers party to
the Other Subscription Agreements. No such waiver or consent shall be deemed to be or shall constitute a waiver or consent with
respect to any other terms or provisions of this Subscription Agreement, whether or not similar. Each such waiver or consent shall
be effective only in the specific instance and for the purpose for which it was given, and shall not constitute a continuing waiver
or consent.


 


6.6
          Assignment., Neither this Subscription Agreement nor any rights
that may accrue to Subscriber hereunder (other than the Shares acquired hereunder, if any) may be transferred or assigned; provided, however,
Subscriber may transfer its rights and obligations hereunder to another one or more investment fund or account managed or
advised by the same manager as Subscriber (or a related party or affiliate) defined above as a Subscriber Affiliate or a
lender and, through a lender, a transferee of the lender upon default, provided, that no such transfer shall release
Subscriber of its obligations hereunder unless (a) the assignee expressly does not assume such obligations in the applicable
transfer documentation and (b) upon request, such assignee fails to provide documentation reasonably satisfactory to the
Company that assignee can satisfy such obligations.


 






    11


     


    

 


6.7           Benefit.
Except as otherwise provided herein, this Subscription Agreement shall be binding upon, and inure to the benefit of the parties
hereto and their heirs, executors, administrators, successors, legal representatives, and permitted assigns, and the agreements,
representations, warranties, covenants and acknowledgments contained herein shall be deemed to be made by, and be binding upon,
such heirs, executors, administrators, successors, legal representatives and permitted assigns.


 


6.8           Governing
Law. This Subscription Agreement, and any claim or cause of action hereunder based upon, arising out of or related to this
Subscription Agreement (whether based on law, in equity, in contract, in tort or any other theory) or the negotiation, execution,
performance or enforcement of this Subscription Agreement, shall be governed by and construed in accordance with the laws of the
State of New York, without giving effect to the principles of conflicts of law thereof.


6.9           Consent
to Jurisdiction; Waiver of Jury Trial. The parties hereto agree to submit any matter or dispute resulting from or arising out
of the execution, performance, interpretation, breach or termination of this Agreement to the non-exclusive jurisdiction of federal
or state courts within the State of New York. Each of the Parties agrees that service of any process, summons, notice or document
in the manner set forth in Section 6.2 hereof or in such other manner as may be permitted by applicable law, shall be effective
service of process for any proceeding in the State of New York with respect to any matters to which it has submitted to jurisdiction
in this Section 6.9. Each of the parties hereto irrevocably and unconditionally agrees that it is subject to, and hereby submits
to, the personal jurisdiction of the courts located in the State of New York for any action, suit or proceeding arising out of
this Subscription Agreement or the transactions contemplated hereunder and waives any objection to the laying of venue in the United
States District Court for the Southern District of New York, or the New York state courts if the federal jurisdictional standards
are not satisfied, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court
that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ITS RIGHTS TO A TRIAL BY JURY.


 


6.10         Severability.
If any provision of this Subscription Agreement shall be invalid, illegal or unenforceable, the validity, legality or enforceability
of the remaining provisions of this Subscription Agreement shall not in any way be affected or impaired thereby and shall continue
in full force and effect.


 


6.11         No
Waiver of Rights, Powers and Remedies. No failure or delay by a party hereto in exercising any right, power or remedy under
this Subscription Agreement, and no course of dealing between the parties hereto, shall operate as a waiver of any such right,
power or remedy of such party. No single or partial exercise of any right, power or remedy under this Subscription Agreement by
a party hereto, nor any abandonment or discontinuance of steps to enforce any such right, power or remedy, shall preclude such
party from any other or further exercise thereof or the exercise of any other right, power or remedy hereunder. The election of
any remedy by a party hereto shall not constitute a waiver of the right of such party to pursue other available remedies. No notice
to or demand on a party not expressly required under this Subscription Agreement shall entitle the party receiving such notice
or demand to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the
party giving such notice or demand to any other or further action in any circumstances without such notice or demand.


 


6.12        Survival
of Representations and Warranties. All representations and warranties made by the parties hereto in this Subscription Agreement
or in any other agreement, certificate or instrument provided for or contemplated hereby, shall survive the execution and delivery
hereof and any investigations made by or on behalf of the parties.


 


6.13         Expenses.
Except for placement fees payable to the Placement Agents, the Company has not paid, and is not obligated to pay, any brokerage,
finder’s or other fee or commission in connection with its issuance and sale of the Shares, including, for the avoidance
of doubt, any fee or commission payable to any stockholder or affiliate of the Company. Each of the parties hereto shall pay all
of its own expenses in connection with this Subscription Agreement and the transactions contemplated hereby.





 






    12


     


    

 


6.14        Headings
and Captions. The headings and captions of the various subdivisions of this Subscription Agreement are for convenience of reference
only and shall in no way modify or affect the meaning or construction of any of the terms or provisions hereof.


 


6.15         Counterparts.
This Subscription Agreement may be executed in one or more counterparts, all of which when taken together shall be considered one
and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party,
it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile
transmission or any other form of electronic delivery, such signature shall create a valid and binding obligation of the party
executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original
thereof.


 


6.16        Construction.
The words “include,” “includes,” and “including” will be deemed to be
followed by “without limitation.” Pronouns in masculine, feminine, and neuter genders will be construed to include
any other gender, and words in the singular form will be construed to include the plural and vice versa, unless the context otherwise
requires. The words “this Subscription Agreement,” “herein,” “hereof,”
 “hereby,” “hereunder,” and words of similar import refer to this Subscription Agreement as
a whole and not to any particular subdivision unless expressly so limited. The parties hereto intend that each representation,
warranty, and covenant contained herein will have independent significance. If any party hereto has breached any representation,
warranty, or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant
relating to the same subject matter (regardless of the relative levels of specificity) which such party hereto has not breached
will not detract from or mitigate the fact that such party hereto is in breach of the first representation, warranty, or covenant.


 


6.17         Intended
Tax Treatment. For U.S. federal income tax purposes, the Subscribers’ beneficial ownership of the Common Stock shall
be disregarded as transitory, and the Purchase Price shall be treated as paid by Subscribers to Pubco for Pubco Common Stock as
part of the same plan as the transfer of other property to Pubco for Pubco Common Stock, in a single integrated transaction that
satisfies the requirements of Section 351 of the Internal Revenue Code.


 


7.            Disclosure.
The Subscriber hereby acknowledges that the terms of this Subscription Agreement will be disclosed by the Company in a Current
Report on Form 8-K filed with the SEC (the time of such filing, “Disclosure Time”) and a form of this Subscription
Agreement will be filed with the SEC as an exhibit thereto. From and after the Disclosure Time, the Company represents to the Subscriber
that it shall have publicly disclosed all material, non-public information delivered to the Subscriber by the Company or any of
its officers, directors, employees or agents in connection with the transactions contemplated by the Subscription Agreement and
the Transaction Agreement. In addition, effective upon the Disclosure Time, the Company acknowledges and agrees that any and all
confidentiality or similar obligations under any agreement, whether written or oral, between the Company or any of its officers,
directors, agents, employees or affiliates on the one hand, and any of the Subscribers or any of their affiliates on the other
hand, shall terminate.


 


8.             Trust
Account Waiver. Subscriber acknowledges that the Company is a blank check company with the powers and privileges to effect
a merger, asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or
assets. Subscriber further acknowledges that, as described in the Company’s prospectus relating to its initial public offering
(the “IPO”) dated May 4, 2020 (the “Prospectus”) available at www.sec.gov, substantially
all of the Company’s assets consist of the cash proceeds of Company’s initial public offering and private placements
of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”)
for the benefit of Company, its public shareholders and the underwriters of Company’s initial public offering. Except with
respect to interest earned on the funds held in the Trust Account that may be released to Company to pay its tax obligations, if
any, the cash in the Trust Account may be disbursed only for the purposes set forth in the Prospectus. For and in consideration
of the Company entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, Subscriber,
on behalf of itself and its representatives, hereby irrevocably waives any and all right, title and interest, or any claim of any
kind they have or may have in the future, in or to any monies held in the Trust Account, and agrees not to seek recourse against
the Trust Account as a result of, or arising out of, this Subscription Agreement; provided, however, that nothing in this
Section 8 shall be deemed to limit any Subscriber’s right, title, interest or claim to the Trust Account by virtue
of such Subscriber’s record or beneficial ownership of securities of the Company acquired by any means other than pursuant
to this Subscription Agreement, including but not limited to any redemption right with respect to any such securities of the Company.





 


[Signature Page Follows]





 






    13


     


    

 


IN WITNESS WHEREOF, each of the Company, Pubco and Subscriber
has executed or caused this Subscription Agreement to be executed by its duly authorized representative as of the date set forth
below.


 


	 	ROTH CH ACQUISITION I CO.
	 	 	 
	 	By:	
                         
	 	Name:
	 	Title:


 


	 	ROTH CH ACQUISITION I CO. PARENT CORP.
	 	 
	 	By:	                       
	 	Name:
	 	

        Title:



 


[SIGNATURE PAGE OF SUBSCRIBER
FOLLOWS]


 









     


     


    

 


[SIGNATURE PAGE OF SUBSCRIBER]


 


 


	Accepted and agreed this __th day of [____], 2020.


 


	

SUBSCRIBER:	 	 
	 	 	 
	Signature of Subscriber:	 	Signature of Joint Subscriber, if applicable:
	 	 	 
	By:	                           	 	By:	                      
	Name:	 	Name:
	Title:	 	Title:
	 	 	 
	Date: [•], 2020	 	 
	 	 	 
	Name of Subscriber:	 	Name of Joint Subscriber, if applicable:
	 	 	 
	 	 	 
	


        (Please print. Please indicate name and capacity of
person signing above)
	 	


        (Please Print. Please indicate name and capacity of person signing
        above)

        

	 	 	 
	 	 	 
	


        Name in which securities are to be registered (if different
from the name of Subscriber listed directly above):
	 	 



 


Email Address:




 


	If there are joint investors, please check one:
	 
	 ̈   	Joint Tenants with Rights of Survivorship
	 
	 ̈  	Tenants-in-Common

	 
	 ̈  	Community
Property



 


	Subscriber’s EIN:	 	 	Joint Subscriber’s EIN: 
	 	 	 	 



 


	Business Address-Street:	 	Mailing Address-Street (if different):
	 	 	 
	 	 	 
	 	 	 
	City, State, Zip:	 	City, State, Zip:






 


	Attn:	 	Attn:



 


	Telephone No.: 	 	 	Telephone No.: 	 
	 	 
	Facsimile No.: 	 	 	Facsimile No.: 	 





 


	Aggregate Number of Shares
        subscribed for:
	 
	 	 
	 	 
	Aggregate Purchase Price:                     $
    .	 


 


You must pay the Purchase Price by wire transfer of U.S. dollars
in immediately available funds to the account specified by the Company in the Closing Notice.


 


If Subscriber wants certificated Shares rather than book-entry
form, indicate here: _____


 






    15


     


    

 


SCHEDULE A 


ELIGIBILITY REPRESENTATIONS OF SUBSCRIBER



 


	A.	QUALIFIED INSTITUTIONAL BUYER STATUS 
	 	   (Please check the applicable subparagraphs):


 


	 	1.	 ̈ We are a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) (a “QIB”)). 


 


	 	2.	 ̈ We are subscribing for the Shares as a fiduciary or agent for one or more investor accounts, and each owner of such account is a QIB. 


 


*** OR ***


 


	B.	INSTITUTIONAL ACCREDITED INVESTOR STATUS 
	 	   (Please check the applicable subparagraphs):


 


	 	1.	 ̈ We are an “accredited investor” (within the meaning of Rule 501(a) under the Securities Act) or an entity in which all of the equity holders are accredited investors within the meaning of Rule 501(a) under the Securities Act, and have marked and initialed the appropriate box on the following page indicating the provision under which we qualify as an “accredited investor.” 


 


	 	2.	 ̈ We are not a natural person. 


 


*** AND ***


 


	C.	AFFILIATE STATUS 
	 	   (Please check the applicable box) SUBSCRIBER:


 


	 	 ̈	is: 


 


	 	 ̈	is not: 


 


an “affiliate” (as defined in Rule 144
under the Securities Act) of the Company or acting on behalf of an affiliate of the Company.


 


This page should be completed by Subscriber



and constitutes a part of the Subscription
Agreement. 


 


Rule 501(a), in relevant part, states that an “accredited
investor” shall mean any person who comes within any of the below listed categories, or who the issuer reasonably believes
comes within any of the below listed categories, at the time of the sale of the securities to that person. Subscriber has indicated,
by marking and initialing the appropriate box below, the provision(s) below which apply to Subscriber and under which Subscriber
accordingly qualifies as an “accredited investor.”


 


 ̈
Any bank, registered broker or dealer, insurance company, registered investment company, business development company, or small
business investment company; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality
of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000;
any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision
is made by a plan fiduciary, which is either a bank, savings and loan association, insurance company, or registered investment
adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment
decisions made solely by persons that are accredited investors;


 


 ̈
Any private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940;





 






    16


     


    

 


 ̈
Any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business
trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of
$5,000,000;


 


 ̈
Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive
officer, or general partner of a general partner of that issuer;


 


 ̈
Any natural person whose individual net worth, or joint net worth with that person’s spouse, exceeds $1,000,000. For purposes
of calculating a natural person’s net worth: (i) the person’s primary residence shall not be included as an asset;
(ii) indebtedness that is secured by the person’s primary residence, up to the estimated fair market value of the primary
residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness
outstanding at the time of sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of
the acquisition of the primary residence, the amount of such excess shall be included as a liability); and (iii) indebtedness
that is secured by the person’s primary residence in excess of the estimated fair market value of the primary residence at
the time of the sale of securities shall be included as a liability;


 


 ̈
Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with
that person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income
level in the current year;


 


 ̈
Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered,
whose purchase is directed by a sophisticated person; or


 


 ̈
Any entity in which all of the equity owners are accredited investors meeting one or more of the above tests.


 






    17