Exhibit 10.39


 


June 14, 2021


 


VIA EMAIL


 


c/o Magnetar Financial LLC


1603 Orrington Avenue,
13th Floor 

Evanston, Illinois 60201


Attention: Chief Compliance Officer


Email: fisecuritynotices@magnetar.com


 


Re: Supplemental Waiver


 


Dear Sir/Madam,


 


Reference
is made to the Registration Rights Agreement, dated as of October 28, 2020 (the “Registration Rights Agreement”), by
and among PureCycle Technologies LLC (including, without limitation, any SPAC (as defined therein) that may hold 100% of the equity interests
of the Company or any successor thereto, the “Company”) and each of the investors listed on the signature pages hereto
(collectively, the “Investors”). Capitalized terms used but not defined herein have the meanings ascribed to them in
the Registration Rights Agreement.


 


Pursuant to
Section 2.1(a) of the Registration Rights Agreement, the Company agreed to file an Initial Registration Statement following the closing
of the SPAC Transaction with the U.S. Securities and Exchange Commission (the “SEC”) registering the resale of the
Registrable Securities held by the Investors (the “Registration Statement”) no later than 60 days after the closing
of the SPAC Transaction (the “60-Day Filing Requirement”). On May 13, 2021, in light of recent action taken by the
SEC in connection with the accounting treatment of warrants held by special purpose acquisition companies, among other things, the Company
sought an up to 30 day waiver of the 60-Day Filing Requirement and a waiver from the incurrence and payment of any liquidated damages
under Section 2.1(h) of the Registration Rights Agreement for the up to 30 day period (the “Original Waiver”). While
the Company is working diligently to address the warrant accounting matter, given the scope of the process for determining the appropriate
treatment of the warrants in accordance with SEC regulations, the Company seeks to extend the Original Waiver for an additional up to
30 day period (the “Supplemental Waiver”) to begin on the expiration date of the Original Waiver (June 12, 2021), and
end on July 12, 2021, unless terminated earlier by the Company’s filing of the Registration Statement. Notwithstanding the above,
the Company agrees to file the Registration Statement within 10 days of its filing of the amendment to the Form 10-K of Roth CH Acquisition
I Co.


 


The Investors hereby agree to the Supplemental Waiver.


 


Pursuant to
Section 3.6 of the Registration Rights Agreement, observance of any term of the Registration Rights Agreement may be waived only with
the written consent of the Company and the holders of a majority of the Registrable Securities and the undersigned Investors constitute
at least a majority of the Registrable Securities.


 






    - 1 -


     


    

 


Please confirm
you agree to the Supplemental Waiver by signing below and returning a scanned copy to Brad Kalter at bkalter@purecycletech.com
at your earliest convenience and, if possible, on or Tuesday, June 15, 2021. If you have any questions regarding this waiver, please
contact Brad Kalter, via email at bkalter@purecycletech.com or via telephone at (404) 606-3920
before acknowledging and agreeing to this Supplemental Waiver.


 


Thank you in advance for your cooperation in this matter.


 


	 	PURECYCLE TECHNOLOGIES, LLC
	 	 
	 	By: 	/s/ Michael Dee
	 	 	Name: Michael Dee
	 	 	Title: Chief Financial Officer



 






    - 2 -


     


    

 


We hereby acknowledge and agree to the waiver described above.


 


	 	INVESTORS:




 


	 	 
	 	MAGNETAR STRUCTURED CREDIT FUND, LP
	 	By Magnetar Financial LLC, its general partner
	 	 
	 	By: 	 /s/ Michael Turro
	 	Name: Michael Turro
	 	Title: Chief Compliance Officer
	 	 
	 	 
	 	PURPOSE ALTERNATIVE CREDIT FUND – T LLC
	 	By Magnetar Financial LLC, its investment manager
	 	 
	 	By: 	 /s/ Michael Turro
	 	Name: Michael Turro
	 	Title: Chief Compliance Officer
	 	 
	 	PURPOSE ALTERNATIVE CREDIT FUND – F LLC
	 	By Magnetar Financial LLC, its investment manager
	 	 
	 	By: 	 /s/ Michael Turro
	 	Name: Michael Turro
	 	Title: Chief Compliance Officer



 






    - 3 -


     


    

 


	 	MAGNETAR LONGHORN FUND LP
	 	By Magnetar Financial LLC, its investment manager
	 	 
	 	By: 	 /s/ Michael Turro
	 	Name: Michael Turro
	 	Title: Chief Compliance Officer
	 	 
	 	MAGNETAR PRCL HOLDINGS LIMITED
	 	By Magnetar Financial LLC, its investment manager
	 	 
	 	By: 	 /s/ Michael Turro
	 	Name: Michael Turro
	 	Title: Chief Compliance Officer
	 	 
	 	MAGNETAR LAKE CREDIT FUND LLC
	 	By Magnetar Financial LLC, its manager
	 	 
	 	By: 	 /s/ Michael Turro
	 	Name: Michael Turro
	 	Title: Chief Compliance Officer




 


Cc: Eric Halperin, Sean Ewen and Jason Pearl, Willkie Farr
 & Gallagher LLP


 






    - 4 -