Exhibit 10.1


 


NON-REDEMPTION AGREEMENT


 


This VOTING AND NON-REDEMPTION
AGREEMENT, dated as of __________ (this “Agreement”), is entered into by Roth CH Acquisition IV Co., a Delaware corporation
(the “Company”), and ____________________ (“Shareholder”).


 


WHEREAS, the Company was formed
for the purpose of conducting a business combination with one or more entities;


 


WHEREAS, the amended and restated
certificate of incorporation of the Company (the “Charter”) provides that the Company must consummate an initial business
combination by February 10, 2023, or it must liquidate;


 


WHEREAS, the Company intends
to seek approval of its shareholders to, at the discretion of the Company’s board of directors, amend the Charter to extend the
date by which the Company must consummate an initial business combination on a monthly basis up to five times (each, an “Extension”)
from February 10, 2023 to July 10, 2023 (the “Extension Proposal”);


 


WHEREAS, in accordance with
its Charter, in connection with the Extension Proposal, the Company must provide the public holders of its common stock, par value $0.0001
per share (“Common Stock”), with the right to redeem the shares of Common Stock held by them; and


 


WHEREAS, as of the date hereof,
Shareholder owns __________ shares of Common Stock.


 


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


 


1.                  
Redemption Rights. During the period (such period, the “Term”) commencing on the date hereof and ending
on the earlier to occur of (a) the end of the redemption period in connection with the Company’s initial business combination and
(b) June 30, 2023 (the “Expiration Time”), Shareholder agrees that it will not exercise its right to redeem __________
of Shareholder’s shares of Common Stock (all such shares, or any successor shares of the Company of which ownership of record or
the power to vote is hereafter acquired by Shareholder prior to the termination of this Agreement being referred to herein as the “Shares”)
as set forth in the organizational documents of the Company in connection with any vote on a business combination or an extension of the
Company’s time to complete a business combination. Notwithstanding any term hereof to the contrary, nothing herein will prohibit
Shareholder from redeeming any or all of Shareholder’s shares immediately prior to, and in connection with, the initial business
combination.


 


2.                  
Transfer of Shares. During the period commencing on the date hereof and ending on the approval by the Company’s stockholders
of the Extension Proposal, Shareholder agrees that it shall not, directly or indirectly, sell, assign, transfer (including by operation
of law), allow the creation of a lien, pledge, distribute, dispose of or otherwise encumber any of the Shares, either voluntarily or involuntarily
(collectively, “Transfer”), or otherwise agree or offer to do any of the foregoing; provided, that, Transfers by Shareholder
are permitted to an affiliate of Shareholder only if, as a precondition to such Transfer, the transferee also agrees in a writing, reasonably
satisfactory in form and substance to the Company, to assume all of the obligations of Shareholder under, and be bound by all of the terms
of, this Agreement. Any Transfer in violation of this Section 2 with respect to the Shares shall be null and void. Nothing in this
Agreement shall prohibit direct or indirect transfers of equity or other interests in a Shareholder. Notwithstanding the foregoing, in
no event will Shareholder be required to maintain ownership of Shares in excess of 9.9% of the outstanding shares of the Company’s
common stock.


 






     


     


    

 


3.                  
Extension Payment. CR Financial Holdings, Inc. and CHLM Sponsor LLC, or their affiliates or designees (the “Contributors”),
have agreed to pay Shareholder $0.083 per share following the approval of the Extension Proposal (the “Initial Payment”)
and $0.05 per share for each one-month Extension (the “Extension Payment”) for each Share that is not redeemed during
the Term by wire of the Extension Payment to an account designated for such purpose in writing by Shareholder. With respect to the Initial
Payment, the Contributors shall wire the Initial Payment to Shareholder promptly following approval of the Extension Proposal by the Company’s
shareholders, and with respect to each subsequent Extension Payment, the Contributors shall wire the Extension Payment to Shareholder
on or prior to the applicable monthly termination date.


 


4.                  
Covenants of Shareholder. Shareholder hereby agrees to permit the Company to publish and disclose Shareholder’s identity,
ownership of the Shares and the nature of Shareholder’s commitments, arrangements and understandings under this Agreement, and,
if deemed appropriate by the Company, a copy of this Agreement, in (i) any Form 8-K filed by the Company relating to the transactions
contemplated herein, and (ii) any other documents or communications provided by the Company to any governmental authority or to securityholders
of the Company, in each case, to the extent required by the federal securities laws or the SEC or any other securities authorities. Shareholder
agrees that it shall not, and shall cause its affiliates not to, indirectly accomplish or attempt to accomplish that which it is not permitted
to accomplish directly under this Agreement.


 


5.                  
No Ownership Interest. Nothing contained in this Agreement will be deemed to vest in the Company any direct or indirect
ownership or incidents of ownership of or with respect to the Shares. All rights, ownership and economic benefits of and relating to the
Shares shall remain vested in and belong to Shareholder, and the Company shall have no authority to manage, direct, superintend, restrict,
regulate, govern or administer any of the policies or operations of the Company or exercise any power or authority to direct Shareholder
in the voting of any of the Shares, except as otherwise provided herein with respect to the Shares.


 


6.                  
Termination. This Agreement and the obligations of Shareholder under this Agreement shall automatically terminate upon the
earliest to occur of (a) the Expiration Time and (b) the mutual written consent of the parties hereto. Upon termination or expiration
of this Agreement, no party shall have any further obligations or liabilities under this Agreement; provided, however, such termination
or expiration shall not relieve any party from liability for any willful breach of this Agreement occurring prior to its termination.


 


7.                  
Trust Account Waiver. Shareholder acknowledges that the Company has established a trust account (the “Trust Account”)
containing the proceeds the Company’s initial public offering (the “IPO”) and certain proceeds of the concurrent
private placement (including interest accrued from time to time thereon) for the benefit of its public shareholders and certain other
parties (including the underwriters of the IPO). For good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Shareholder hereby agrees (on its own behalf and on behalf of its related parties) that it does not now and shall not at
any time hereafter have any right, title, interest or claim of any kind in or to any assets held in the Trust Account, and it shall not
make any claim against the Trust Account, regardless of whether such claim arises as a result of, in connection with or relating in any
way to this Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory
of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”); provided,
that the Released Claims shall not include any rights or claims of Shareholder or any of its related parties as a shareholder of the Company
to the extent related to or arising from any shares of the Company.


 






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8.                  
Investment Company Act. On or shortly prior to the 24-month anniversary of the effective date of the registration statement
relating to the IPO, the Company will liquidate the securities held in the Trust Account and instead hold all funds in the Trust Account
in cash; provided, however, that the funds in the Trust Account will remain invested in securities if the Company, by holding such funds
in securities, will not be deemed an investment company for purposes of the Investment Company Act of 1940.


 


9.                  
Taxes. Prior to the approval of the Extension Proposal, the Company shall withdraw from the interest earned on the Trust
Account any and all accrued taxes payable on the funds held in the Trust Account in accordance with the terms of the Investment Management
Trust Agreement, dated August 5, 2021, by and between the Company and Continental Stock Transfer & Trust Company. The Company agrees
not to use the proceeds placed in the Trust Account and the interests earned thereon to pay any excise taxes or any other similar fees
or taxes in nature that may be imposed on the Company pursuant to any current, pending or future rules or laws, including without limitation
any excise tax due imposed under the Inflation Reduction Act of 2022 on any redemptions or stock buybacks by the Company.


 


10.              
Governing Law. This Agreement, the entire relationship of the parties hereto, and any litigation between the parties (whether
grounded in contract, tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the
laws of the State of New York, without giving effect to its choice of laws principles.


 


11.              
Jurisdiction. The parties hereby irrevocably and unconditionally (i) submit to the jurisdiction of the state courts of New
York and the United States District Court for the Southern District of New York for the purpose of any suit, action or
other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising
out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of
New York, and (iii) waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding,
any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from
attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or
proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.


 


12.              
WAIVER OF JURY TRIAL. THE PARTIES HERETO HEREBY WAIVE ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY LITIGATION PURSUANT
TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY.


 


13.              
Counterpart. This Agreement may be executed and delivered (including by facsimile or portable document format (pdf) transmission)
in one or more counterparts, and by the different parties hereto in separate counterparts, of which when executed shall be deemed to be
an original but all of which taken together shall constitute one and the same agreement.


 


14.              
Amendment. This Agreement may not be amended, changed, supplemented, waived or otherwise modified or terminated, except
upon the execution and delivery of a written agreement executed by the Company and Shareholder.


 


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IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the date first written above.


 


	 	Roth
    CH Acquisition IV Co.
	 	 
	 	By:	                                                                 
	 	Name:
	 	Title:
	 	 
	 	[SHAREHOLDER]
	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 
	 	Acknowledged
    and Agreed only with respect to section 3:
	 	 
	 	CR
    Financial Holdings, Inc.
	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 
	 	CHLM
    Sponsor LLC
	 	 
	 	By:	 
	 	Name:
	 	Title: