Exhibit 4.2


 


	
        NUMBER

        ROCC
	 	SHARES


 


ROTH CH ACQUISITION II CO.

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

COMMON STOCK


 


	 	 	
        SEE REVERSE FOR

        CERTAIN DEFINITIONS

         

	This Certifies that	 	CUSIP 778673 103
	is the owner of	 	 


 


FULLY PAID AND NON-ASSESSABLE SHARES
OF THE PAR VALUE OF $0.0001 EACH

OF THE COMMON STOCK OF


 


ROTH CH ACQUISITION II CO.


 


transferable on the books of Roth CH
Acquisition II Co., a Delaware corporation (the “Corporation”), in person or by duly authorized attorney upon surrender
of this certificate properly endorsed. The Corporation will be forced to liquidate if it is unable to complete an initial business
combination within the period of time as set forth in the Corporation’s Amended and Restated Certificate of Incorporation,
as the same may be amended from time to time, all as more fully described in the Corporation’s final prospectus dated                     ,
2020


 


This certificate is not valid unless
countersigned by the Transfer Agent and registered by the Registrar.


 


Witness the facsimile signatures of its
duly authorized officers.


 


	Dated:	 	 	 	 
	 	 	 	 	 
	CHAIRMAN	 	 	 	CHIEF EXECUTIVE OFFICER


 


The following abbreviations, when used in
the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable
laws or regulations:


 


	TEN COM	-	as tenants in common	UNIF GIFT MIN ACT-	 	Custodian	 	 
	TEN ENT	-	as tenants by the entireties	 	(Cust)	 	(Minor)	 
	JT TEN	-	as joint tenants with right of survivorship	under Uniform Gifts to Minors	 	 
	 	 	and not as tenants in common	Act	 	 	 	 	 
	 	 	 	 	(State)	 	 	 	 


 


Additional abbreviations may also be used
though not in the above list.


 


 


Roth CH Acquisition II Co.


 


The Corporation will furnish without charge
to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special
rights of each class of stock or series thereof of the Corporation and the qualifications, limitations, or restrictions of such
preferences and/or rights. This certificate and the shares represented thereby are issued and shall be held subject to all
the provisions of the Corporation’s Amended and Restated Certificate of Incorporation and all amendments thereto and resolutions
of the Board of Directors providing for the issue of shares of Common Stock (copies of which may be obtained from the secretary
of the Corporation), to all of which the holder of this certificate by acceptance hereof assents.


 




     


     


    


  


For value received,                      
hereby sells, assigns and transfers unto


 


	
        PLEASE INSERT SOCIAL SECURITY OR OTHER

        IDENTIFYING NUMBER OF ASSIGNEE
	 
	 	 
	
         

         
	 


 


	(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
	 
	 
	 
	 


 


	 	   shares
	of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint	 


 


	 	   Attorney
	to transfer the said stock on the books of the within named Corporation will full power of substitution in the premises.	 


 


Dated_____________


	 	 
	 	Notice:	The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever.


 


Signature(s) Guaranteed: 


	 	 
	THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).	 


 


As more fully described in the Corporation’s final prospectus
dated                     ,
2020, the holder(s) of this certificate shall be entitled to receive a pro-rata portion of certain funds held in the trust account
only in the event that (i) the Corporation is forced to liquidate because it does not consummate an initial business combination
within the period of time set forth in the Corporation’s Amended and Restated Certificate of Incorporation, as the same
may be amended from time to time (the “Charter”) or (ii) if the holder seeks to convert his shares upon
consummation of, or sell his shares in a tender offer in connection with, an initial business combination or in connection with
certain amendments to the Charter. In no other circumstances shall the holder(s) have any right or interest of any kind in or
to the trust account.