Exhibit 10.3


 


STOCK ESCROW AGREEMENT


 


STOCK ESCROW AGREEMENT, dated as of [____],
2020 (“Agreement”), by and among Roth CH Acquisition II Co., a Delaware corporation (the “Company”), the
initial securityholders listed on Exhibit A attached hereto (each, an “Initial Securityholder” and collectively
the “Initial Securityholders”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Escrow
Agent”).


 


WHEREAS, the Company has entered into an Underwriting Agreement,
dated as of [•], 2020 (“Underwriting Agreement”), with Roth Capital Partners, LLC and Craig-Hallum Capital Group
LLC, acting jointly as the representatives of the underwriters (collectively, the “Underwriters”), pursuant to which,
among other matters, the Underwriters have agreed to purchase 10,000,000 units (“Units”) of the Company, plus an additional
1,500,000 Units if the Underwriters exercise their over-allotment option in full. Each Unit consists of one share of common stock
of the Company, par value $0.0001 (“Common Stock”), and one-half of one redeemable warrant, each whole warrant entitling
its holder to purchase one share of Common Stock at an exercise price of $11.50 per full share of Common Stock, both as more fully
described in the Company’s final Prospectus, dated [•], 2020 (“Prospectus”), comprising part of the Company’s
Registration Statement on Form S-1 (File No. 333-250937) under the Securities Act of 1933, as amended (“Registration Statement”),
declared effective on [•], 2020 (“Effective Date”).


 


WHEREAS, the Initial Securityholders have
agreed as a condition of the sale of the Units to deposit their Insider Shares (as defined in the Prospectus) as set forth opposite
their respective names in Exhibit A attached hereto (collectively “Escrow Securities”), in escrow as
hereinafter provided.


 


WHEREAS, the Company and the Initial Securityholders
desire that the Escrow Agent accept the Escrow Securities, in escrow, to be held and disbursed as hereinafter provided.


 


IT IS AGREED:


 


1.           Appointment
of Escrow Agent. The Company and the Initial Securityholders hereby appoint the Escrow Agent to act in accordance with and
subject to the terms of this Agreement with authority and power to transfer the Escrow Securities, and the Escrow Agent hereby
accepts such appointment and agrees to act in accordance with and subject to such terms without the need for any further guaranteed
share power from the Initial Securityholders.


 


2.           Deposit
of Escrow Securities. On or prior to the Effective Date, the Escrow Securities shall have been issued to each of the Initial
Securityholders in book entry representing such Initial Securityholder’s respective Escrow Securities, to be held and disbursed
subject to the terms and conditions of this Agreement. Each of the Initial Securityholders acknowledges that such Initial Securityholder’s
Escrow Securities is legended to reflect the deposit of such Escrow Securities under this Agreement.


 


3.           Disbursement
of the Escrow Securities.


 


3.1           The
Escrow Agent shall hold the Insider Shares during the period (the “Insider Shares Escrow Period”) commencing on the
date hereof and (i) for 50% of the Insider Shares, ending on the earlier of (x) six months after the date of the consummation of
the Company’s initial business combination (as described in the Registration Statement, hereinafter a “Business Combination”)
and (y) the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits,
stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after
the Company’s initial Business Combination and (ii) for the remaining 50% of the Insider Shares, ending six months after
the date of the consummation of a Business Combination. The Insider Shares shall be released upon notice to the Escrow Agent by
any Initial Securityholder or the Company that the foregoing requirements have been met. The Company shall promptly provide written
notice of the consummation of a Business Combination to the Escrow Agent. Upon completion of the Insider Shares Escrow Period,
the Escrow Agent shall disburse such amount of each Initial Securityholder’s Insider Shares to such Initial Securityholder;
provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being
liquidated at any time during the Insider Shares Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing
the Insider Shares; provided further, however, that if, subsequent to the Company’s Business Combination, the Company (or
the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results
in all of the shareholders of such entity having the right to exchange their shares of Common Stock for cash, securities or other
property, then the Escrow Agent will, upon receipt of a written notice executed by the Chairman of the Board, Chief Executive Officer
or other authorized officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction
is then being consummated or such conditions have been achieved, as applicable, release the Insider Shares to the Initial Securityholders.
The Escrow Agent shall have no further duties hereunder after the disbursement or cancellation of the Insider Shares in accordance
with this Section 3.


 






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3.2           Notwithstanding
Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units of the Company
in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Securityholders
agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Insider Shares held by each
such holder determined by multiplying (a) the product of (i) 375,000 multiplied by (ii) a fraction, (x) the numerator of which
is the number of Insider Shares held by each such holder, and (y) the denominator of which is the total number of Insider Shares,
by (b) a fraction, (i) the numerator of which is 1,500,000 minus the number of shares of Common Stock purchased by the Underwriters
upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000. The Company shall promptly provide
written notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number
of Units, if any, purchased by the Underwriters in connection with their exercise thereof. The Initial Securityholders hereby irrevocably
constitute and appoint Escrow Agent to transfer the said Insider Shares on the books of the Company with full power of substitution
in the premises.


 


4.          Rights
of Initial Securityholders in Escrow Securities.


 


4.1           Voting
Rights as a Securityholder. Subject to the terms of the Insider Letters described in Section 4.4 hereof and except as herein
provided, the Initial Securityholders shall retain all of their rights as shareholders of the Company during the Escrow Periods,
including, without limitation, the right to vote such shares.


 


4.2           Dividends
and Other Distributions in Respect of the Escrow Securities. During the Escrow Periods, all dividends payable in cash with
respect to the Escrow Securities shall be paid to the Initial Securityholders, but all dividends payable in shares or other non-cash
property (“Non-Cash Dividends”) shall be delivered to the Escrow Agent to hold in accordance with the terms hereof.
As used herein, the term “Escrow Securities” shall be deemed to include the Non-Cash Dividends distributed thereon,
if any.


 


4.3           Restrictions
on Transfer. During the Escrow Periods, the only permitted transfers of the Escrow Securities will be for transfers (i) to
any persons (including their affiliates and stockholders) participating in the private placement of the private units and the Company’s
officers, directors, stockholders and employees, (ii) amongst Initial Securityholder or to the Company’s officers, directors
and employees, (iii) if an Initial Securityholder is an entity, as a distribution to its, partners, stockholders or members upon
its liquidation, (iv) by bona fide gift to a member of the Initial Securityholder’s immediate family or to a trust, the beneficiary
of which is a holder or a member of an Initial Securityholder’s immediate family, for estate planning purposes, (v) by virtue
of the laws of descent and distribution upon death, (vi) pursuant to a qualified domestic relations order, (vii) by certain pledges
to secure obligations incurred in connection with purchases of the Company’s securities, (viii) by private sales at prices
no greater than the price at which the Escrow Securities were originally purchased, or (ix) to the Company for cancellation in
accordance with Section 3.2 above or in connection with the consummation of a Business Combination, in each case, (except for clause
(ix) or with the Company’s prior consent) on the condition that such transfers may be implemented only upon the respective
transferee’s written agreement to be bound by the terms and conditions of this Agreement and of the Insider Letter (as defined
below) signed by the Initial Securityholder transferring the Escrow Securities.


 


4.4           Insider
Letters. Each of the Initial Securityholders has executed a letter agreement with the Company, dated as of the date hereof,
and the form of which is filed as an exhibit to the Registration Statement (“Insider Letter”), respecting the rights
and obligations of such Initial Securityholder in certain events, including but not limited to the liquidation of the Company.


 






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5.         Concerning
the Escrow Agent.


 


5.1           Good
Faith Reliance. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith and in the exercise
of its own best judgment, and may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate,
opinion or advice of counsel (including counsel chosen by the Escrow Agent), statement, instrument, report or other paper or document
(not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability
of any information therein contained) which is believed by the Escrow Agent to be genuine and to be signed or presented by the
proper person or persons. The Escrow Agent shall not be bound by any notice or demand, or any waiver, modification, termination
or rescission of this Agreement unless evidenced by a writing delivered to the Escrow Agent signed by the proper party or parties
and, if the duties or rights of the Escrow Agent are affected, unless it shall have given its prior written consent thereto.


 


5.2           Indemnification.
The Escrow Agent shall be indemnified and held harmless by the Company from and against any expenses, including reasonable counsel
fees and disbursements, or loss suffered by the Escrow Agent in connection with any action, suit or other proceeding involving
any claim which in any way, directly or indirectly, arises out of or relates to this Agreement, the services of the Escrow Agent
hereunder, or the Escrow Securities held by it hereunder, other than expenses or losses arising from the gross negligence or willful
misconduct of the Escrow Agent. Promptly after the receipt by the Escrow Agent of notice of any demand or claim or the commencement
of any action, suit or proceeding, the Escrow Agent shall notify the other parties hereto in writing. In the event of the receipt
of such notice, the Escrow Agent, in its sole discretion, may commence an action in the nature of interpleader in an appropriate
court to determine ownership or disposition of the Escrow Securities or it may deposit the Escrow Securities with the clerk of
any appropriate court or it may retain the Escrow Securities pending receipt of a final, non-appealable order of a court having
jurisdiction over all of the parties hereto directing to whom and under what circumstances the Escrow Securities are to be disbursed
and delivered. The provisions of this Section 5.2 shall survive in the event the Escrow Agent resigns or is discharged pursuant
to Sections 5.5 or 5.6 below.


 


5.3           Compensation.
The Escrow Agent shall be entitled to reasonable compensation from the Company for all services rendered by it hereunder. The Escrow
Agent shall also be entitled to reimbursement from the Company for all expenses paid or incurred by it in the administration of
its duties hereunder including, but not limited to, all counsel, advisors’ and agents’ fees and disbursements and all
taxes or other governmental charges.


 


5.4           Further
Assurances. From time to time on and after the date hereof, the Company and the Initial Securityholders shall deliver or cause
to be delivered to the Escrow Agent such further documents and instruments and shall do or cause to be done such further acts as
the Escrow Agent shall reasonably request to carry out more effectively the provisions and purposes of this Agreement, to evidence
compliance herewith or to assure itself that it is protected in acting hereunder.


 


5.5           Resignation.
The Escrow Agent may resign at any time and be discharged from its duties as escrow agent hereunder by its giving the other parties
hereto written notice and such resignation shall become effective as hereinafter provided. Such resignation shall become effective
at such time that the Escrow Agent shall turn over to a successor escrow agent appointed by the Company, the Escrow Securities
held hereunder. If no new escrow agent is so appointed within the 60 day period following the giving of such notice of resignation,
the Escrow Agent may deposit the Escrow Securities with any court it reasonably deems appropriate.


 


5.6           Discharge
of Escrow Agent. The Escrow Agent shall resign and be discharged from its duties as escrow agent hereunder if so requested
in writing at any time by the other parties hereto, jointly, provided, however, that such resignation shall become effective only
upon acceptance of appointment by a successor escrow agent as provided in Section 5.5.


 


5.7           Liability.
Notwithstanding anything herein to the contrary, the Escrow Agent shall not be relieved from liability hereunder for its own gross
negligence or its own willful misconduct.


 






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5.8           Waiver.
The Escrow Agent hereby waives any right of set-off or any other right, title, interest or claim of any kind (“Claim”)
in, or to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of
the date hereof, by and between the Company and the Escrow Agent as trustee thereunder) and hereby agrees not to seek recourse,
reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever.


 


6.          Miscellaneous.


 


6.1           Governing
Law. This Agreement shall for all purposes be deemed to be made under and shall be construed in accordance with the laws of
the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive
laws of another jurisdiction.


 


6.2           Third
Party Beneficiaries. Each of the Initial Securityholders hereby acknowledges that Roth Capital Partners, LLC and Craig-Hallum
Capital Group LLC are third party beneficiaries of this Agreement, and this Agreement may not be modified or changed without the
prior written consent of Roth Capital Partners, LLC and Craig-Hallum Capital Group LLC.


 


6.3           Entire
Agreement. This Agreement contains the entire agreement of the parties hereto with respect to the subject matter hereof and,
except as expressly provided herein, may not be changed or modified except by an instrument in writing signed by the party to the
charged.


 


6.4           Headings.
The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation
thereof.


 


6.5           Binding
Effect. This Agreement shall be binding upon and inure to the benefit of the respective parties hereto and their legal representatives,
successors and assigns.


 


6.6           Notices.
Any notice or other communication required or which may be given hereunder shall be in writing and either be delivered personally
or be mailed, certified or registered mail, or by private national courier service, return receipt requested, postage prepaid,
and shall be deemed given when so delivered personally or, if mailed, two days after the date of mailing, as follows:


 


If to the Company, to:


 


Roth CH Acquisition II Co.


888 San Clemente Drive, Suite 400

Newport Beach, CA 92660


Attn: Byron Roth, Chief Executive Officer


 


If to a Securityholder, to his address set
forth in Exhibit A.


 


and if to the Escrow Agent, to:


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, NY 10004


Attn:


 


A copy (which copy shall not constitute
notice) sent hereunder shall be sent to:


 


Roth Capital Partners, LLC

888 San Clemente Drive, Suite 400

Newport Beach, CA 92660

Attn: Byron Roth







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and:


 


Craig-Hallum Capital Group LLC

222 South Ninth Street, Suite 350

Minneapolis, MN 55402

Attn: John Lipman

  


and:


 


Loeb & Loeb LLP


345 Park Avenue


New York, New York 10154


Attn: Giovanni Caruso


 


and:


 


Graubard Miller

405 Lexington Avenue

New York, NY 10174

Attn: David Alan Miller and Jeffrey Gallant

Fax No.: (212) 818-8881


 


The parties may change the persons and addresses
to which the notices or other communications are to be sent by giving written notice to any such change in the manner provided
herein for giving notice.


 


6.7           Liquidation
of the Company. The Company shall give the Escrow Agent written notification of the liquidation and dissolution of the Company
in the event that the Company fails to consummate a Business Combination within the time period specified in the Prospectus.


 


[Signature Page Follows]


 





 






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WITNESS the execution of this Agreement as
of the date first above written.



 


	 	 	 
	 	 	COMPANY:
	 	 	 
	 	 	ROTH CH ACQUISITION II CO.
	 	 	 
	 	By:	 
	 	 	Name: Byron Roth
	 	 	Title: Chief Executive Officer
	 	 	 
	 	 	
        INITIAL SECURITYHOLDERS:

         

	 	CR Financial Holdings, Inc.
	 	 
	 	By: 	 
	 	 	Name: Byron Roth 
	 	 	Title:   Chief Executive Officer
	 	 
	 	CHLM Sponsor-1 LLC
	 	 
	 	By:	 
	 	 	Name: Steve Dyer
	 	 	Title:   Chief Executive Officer
	 	 
	 	 
	 	 	 
	 	 	Byron Roth
	 	 
	 	 
	 	 	 
	 	 	Gordon Roth
	 	 
	 	 
	 	 	 
	 	 	Aaron Gurewitz, as Trustee of the AMG Trust established January 23, 2007
	 	 
	 	 
	 	 	 
	 	 	Theodore Roth
	 	 
	 	 
	 	 	 
	 	 	John Lipman
	 	 
	 	 
	 	 	 
	 	 	Nazan Akdeniz
	 	 
	 	 
	 	 	 
	 	 	Louis J. Ellis III
	 	 



 


[Signature
Page to Stock Escrow Agreement]






     

     


    

 


 


	 	 
	 	 	 
	 	 	Molly Hemmeter
	 	 
	 	Hampstead Park Capital Management, LLC
	 	 
	 	By:	 
	 	 	Name: Daniel M. Friedberg
	 	 	Title:   Managing Member
	 	 
	 	 	 
	 	 	Adam Rothstein
	 	 



 


	 	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY
	 	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title: 



 


 


 


 


[Signature Page to Stock Escrow Agreement]






 






     

     


    

 


EXHIBIT A


 


	Name and Address of

Initial Securityholder	 	Number 

of Insider Shares	 
	CR Financial Holdings, Inc.	 	1,887,690	 	 
	CHLM Sponsor-1 LLC	 	303,346	 	 
	Byron Roth	 	105,643	 	 
	Gordon Roth	 	21,732	 	 
	Aaron Gurewitz, as Trustee of the AMG Trust established January 23, 2007	 	27,769	 	 
	Theodore Roth	 	12,073	 	 
	John Lipman	 	271,654	 	 
	Nazan Akdeniz	 	1,811	 	 
	Louis J. Ellis III	 	1,811	 	 
	Molly Hemmeter	 	80,490	 	 
	Hampstead Park Capital Management, LLC	 	80,490	 	 
	Adam Rothstein	 	80,490