Exhibit 10.6


 


PROMISSORY NOTE


 


December 5,
2022


 


FOR VALUE RECEIVED, the Sponsors, as set forth
in Schedule 1 attached thereto (the “Sponsors”), hereby unconditionally promise, jointly and severally, to pay to
the Company the aggregate amount of all Sponsor Advances (as defined in the Agreement referred to below) from time to time made available
by the Company to the Sponsors in accordance with Section 6.4 of the Agreement, together with all accrued interest thereon, as provided
in this Promissory Note (this “Note”) and issues this Note to TIGO ENERGY, INC. (the “Company”)
in accordance with that certain Agreement and Plan of Merger, dated as of December 5, 2022, by and among ROTH CH ACQUISITION IV CO.,
a Delaware corporation (“Roth CH”) and ROTH IV MERGER SUB INC., a Delaware corporation and a direct, wholly-owned
Subsidiary of Roth CH, and the Company (the “Agreement”). Capitalized terms used but not defined herein shall have
the meaning assigned to such terms in the Agreement.


 


1.            
Payment Date.


 


(a)               
Payment Date. The aggregate unpaid principal amount of the Sponsor Advances, all accrued and unpaid interest, and all other
amounts payable under this Note shall be due and payable on July 6, 2023 (the “Maturity Date”); or (ii) upon earlier
acceleration of this Note following an Acceleration Event (as provided below).


 


(b)               
Prepayment. The Sponsors may prepay this Note in whole or in part at any time or from time to time without penalty or premium
by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment.


 


2.            
Interest.


 


(a)               
Interest. The Note shall have an interest rate equal to 4.50%, which is the December 2022 semiannual short term Applicable
Federal Rate (“APR”).


 


(b)               
Default Interest. If any amount payable hereunder is not paid when due (without regard to any applicable grace period),
whether at stated maturity, by acceleration, or otherwise, such overdue amount shall, at the option of the Company, bear interest at
the APR plus two percent (2%). Any default interest under this Note shall be payable in cash on demand.


 


(c)               
Computation of Interest. All computations of interest hereunder shall be made on the basis of a year of 365 and 366 days,
as the case may be, and in each case the actual number of days elapsed. Interest shall begin to accrue on the Sponsor Advances on the
date each such Sponsor Advance is made. On any portion of this Note that is repaid, interest shall not accrue on the date on which such
payment is made.


 


(d)               
Interest Rate Limitation. If at any time the interest rate payable on this Note shall exceed the maximum rate of interest
permitted under applicable law, such interest rate shall be reduced automatically to the maximum rate permitted.


 


3.            
Payment Mechanics. The aggregate amount of all Sponsor Advances to
the Company shall be made in Dollars and the Sponsors shall repay or cause to be repaid by wire transfer of immediately available funds
no later than 3:00 PM, New York time, on the Maturity Date to the Company’s account at a bank specified by the Company in writing
to the Sponsors from time to time.


 






     


     


    

 


4.            
Acceleration Event. Upon the occurrence of any of the following events (each, an “Acceleration
Event”), the principal amount of the Note hereunder shall become immediately due and payable
in full, together with interest accrued thereon:


 


(a)               
the consummation of the transactions contemplated by the Sale and Purchase Agreement; or


 


(b)             three
(3) Business Days following the termination of the Agreement in accordance with Section 10.1 of the Agreement or otherwise.


 


5.           
Event of Default.
An “Event of Default” hereunder shall occur if the Sponsors fail to pay (a) any principal amount of or interest
on the Sponsor Advances when due, (b) any other amount due hereunder within five (5) days after such amount is due, (c) any
Sponsor’s insolvency or inability to meet obligations as they become due; or (d) any Sponsors’ filing of a petition for relief
in bankruptcy. Should Company prevail in any proceeding to enforce an obligation under this Note, Company shall be entitled to recover
its costs, including reasonable attorneys’ fees.


 


6.            
Remedies. Upon
the occurrence and during the continuance of an Event of Default, the Company may, at its option, by written notice to the Sponsors,
declare the outstanding principal amount of the Sponsor Advances, accrued and unpaid interest thereon, and all other amounts payable
hereunder immediately due and payable. Upon the occurrence of any Event of Default described in Section 5(c) or (d) above, the outstanding
principal amount of the Sponsor Advances, all accrued and unpaid interest thereon, and all other amounts payable hereunder shall become
immediately due and payable without notice or other action by the Company.


 


7.            
Expenses. All
reasonable and documented out-of-pocket costs, expenses, and fees, including the reasonable fees and expenses of counsel, incurred by
the Company in connection with the negotiation, documentation, and execution of this Note and the enforcement of the Company’s
rights hereunder shall be deemed Acquiror Extension Expenses.


 


8.            
Notices. All
notices and other communications among the parties shall be in writing and shall be deemed to have been duly given (i) when delivered
in person, (ii) when delivered after posting in the United States mail having been sent registered or certified mail return receipt
requested, postage prepaid, (iii) when delivered by FedEx or other nationally recognized overnight delivery service, or (iv) when
delivered by email during normal business hours (and otherwise as of the immediately following Business Day) (excluding any automated
reply, such as an out-of-office notification), addressed as follows:


 






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If to the Sponsors,
to:


 


Roth CH Sponsers


888 N Clemente Drive,
Suite 400


Newport Beach, CA
92660


Attention: Byron
Roth


Email: broth@roth.com


 


with copies to (which shall
not constitute notice):


 


DLA Piper LLP (US)


2525 East Camelback
Road, Suite 1000


Phoenix, AZ 85016


Attention: Steven
D. Pidgeon


Email: steven.pidgeon@us.dlapiper.com


 


If to the Company,
to:


 


Tigo Energy, Inc.

655 Campbell Technology Parkway


Suite 150


Campbell, CA 95008

Attention: Zvi Alon

Email:  Zvi.Alon@tigoenergy.com


with copies to (which shall not constitute notice):


 


White & Case LLP

1221 Avenue of the Americas

New York, New York 10020


	 	Attention:	Colin Diamond
	 	 	Bryan Luchs
	 	 	Laura Katherine Mann
	 	Email:	cdiamond@whitecase.com
	 	 	bryan.luchs@whitecase.com
	 	 	laurakatherine.mann@whitecase.com




 


or to such other address or addresses as the
parties may from time to time designate in writing. Copies delivered solely to outside counsel shall not constitute notice.


 


9.             Governing
Law. This Note and any claim, controversy, dispute, or cause of action (whether in contract, tort, or otherwise) based
on, arising out of, or relating to this Note shall be governed by and construed in accordance with the laws of the State of Delaware.


 


10.           Disputes.


 


(a)               
This Note, and all actions based upon, arising out of, or related to this Note shall be governed by, and construed in accordance with,
the Laws of the State of Delaware, without giving effect to principles or rules of conflict of Laws to the
extent such principles or rules would require or permit the application of Laws of another jurisdiction. Any proceeding or action based
upon, arising out of or related to this Note must be brought in the Court of Chancery in the City of Wilmington, New Castle County, Delaware
or, in the event such court lacks subject matter jurisdiction, the United States District Court sitting in Wilmington, Delaware or, in
the event such federal district court lacks subject matter jurisdiction, then in the Superior Court in the City of Wilmington, New Castle
County, Delaware, and each of the parties irrevocably (i) submits to the exclusive jurisdiction of each such court in any such proceeding
or action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees
that all claims in respect of the proceeding or action shall be heard and determined only in any such court, and (iv) agrees not to bring
any proceeding or action arising out of or relating to this Note in any other court. In addition, each of the parties further agrees
that service of any process, summons, notice or document by U.S. registered mail (or similar private providers of mail services) to such
party’s respective primary address shall be effective service of process with respect to any matters brought hereunder. Nothing
herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law or to commence actions
or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any action,
suit or proceeding brought pursuant to this section.


 






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(b)               
EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS NOTE IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT
ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY, UNCONDITIONALLY AND VOLUNTARILY, TO THE FULLEST EXTENT PERMITTED BY LAW, WAIVES
ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THIS NOTE.


 


11.           Successors
and Assigns. This Note will be binding upon the parties hereto and their respective successors and assigns and will
inure to the benefit of the parties hereto and the successors and assigns of the Company. No Sponsor’s rights or obligations hereunder
nor any interest therein may be assigned or delegated by any Sponsor without the prior written consent of the Company. Nothing in this
Note, expressed or implied, will be construed to confer upon any Person (other than the parties hereto, their respective successors and
assigns permitted hereby and, to the extent expressly contemplated hereby), any legal or equitable right, remedy or claim under or by
reason of this Note.


 


12.          Withholding.
Notwithstanding anything to the contrary herein or in the Agreement, all payments to be made to the Company under this Note shall be
made free and clear and without deduction for any withholding Taxes or other amounts unless such amount is required under applicable
Tax law to be deducted and withheld; provided, that the parties agree that no U.S. withholding Tax shall be withheld or deducted
from any payment made to the Company to the extent a duly executed IRS Form W-9 of the Company is provided to the Sponsors. If any Taxes
imposed or levied by or on behalf of any jurisdiction (or political subdivision or taxing authority thereof or therein) in which a Sponsor
(or its regarded beneficial owner(s), if applicable) is, for tax purposes, organized or resident or doing business or through which payment
or delivery is made or deemed to be made are required to be deducted or withheld, such Sponsor shall remit the full amount deducted or
withheld to the relevant taxing authority in accordance with applicable law and pay or deliver to the Company an additional amount as
may be necessary to ensure that the net amount received by the Company after such deduction or withholding (and after withholding or
deducting any Taxes on such additional amounts) will equal to the amounts that would have been received by the Company had no such withholding
or deduction been required.


 


13.           Integration.
This Note constitutes the entire contract between the Company and the Sponsors with respect to the subject matter hereof and supersedes
all previous agreements and understandings, oral or written, with respect thereto.


 


14.           Amendments
and Waivers. No term of this Note may be waived, modified, or amended, except by an instrument in writing signed by
the Company and the Sponsors. Any waiver of the terms hereof shall be effective only in the specific instance and for the specific purpose
given.


 


15.           No
Waiver; Cumulative Remedies. No failure by the Sponsors to exercise and no delay in exercising any right, remedy,
or power hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, or power hereunder
preclude any other or further exercise thereof or the exercise of any other right, remedy, or power. The rights, remedies, and powers
herein provided are cumulative and not exclusive of any other rights, remedies, or powers provided by law.


 


16.           Severability.
If any term or provision of this Note is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability
shall not affect any other term or provision of this Note or render such term or provision invalid or unenforceable in any other jurisdiction.


 






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17.           Counterparts.
This Note and any amendments, waivers, consents, or supplements hereto may be executed in counterparts, each of which shall constitute
an original, but all of which taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page
to this Note by facsimile or in electronic (“pdf” or “tif”) format shall be as effective as delivery of a manually
executed counterpart of this Note.


 


18.           Electronic
Execution. The words “execution,” “signed,” “signature,” and words of similar import
in this Note shall be deemed to include electronic and digital signatures and the keeping of records in electronic form, each of which
shall be of the same effect, validity, and enforceability as manually executed signatures and paper-based recordkeeping systems, to the
extent and as provided for under applicable law, including the Electronic Signatures in Global and National Commerce Act of 2000 (15 U.S.C. § 7001
et seq.), the Electronic Signatures and Records Act of 1999 (N.Y. State Tech. Law §§ 301-309), and any other similar
state laws based on the Uniform Electronic Transactions Act.


 


19.           Intended
Tax Treatment. Each of the Company and the Sponsors acknowledges and agrees (i) that this Note is intended to be treated as indebtedness
of the Sponsors for U.S. federal income tax purposes (and any analogous provision of state or local law), and (ii) to report the Note
and all payments hereunder consistent with such intended tax treatment for all applicable tax purposes unless otherwise required by applicable
law.


 


[signature page follows]


 






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IN WITNESS WHEREOF, the Sponsors have executed
this Note as of the date first written above.


 


	 	CR FINANCIAL HOLDINGS, INC.




 


		By:	/s/
                                            Gerald Mars
	 	 	Name: Gerald Mars
	 	 	Title: CFO



 





	 	ROTH CAPITAL PARTNERS, LLC



 





	 	By:	/s/ Byron Roth
	 	 	Name: Byron Roth
	 	 	Title: CEO



 





	 	CHLM SPONSOR LLC



 





	 	By:	/s/ Steven Dyer
	 	 	Name: Steven Dyer
	 	 	Title: CEO



 





	 	HAMPSTEAD PARK CAPITAL MANAGEMENT, LLC



 





	 	By:	/s/ Daniel Friedberg
	 	 	Name: Daniel Friedberg
	 	 	Title: Managing Partner



 


	 	/s/ Byron Roth
	 	Byron Roth



 





	 	/s/ Aaron M. Gurewitz
	 	Aaron M. Gurewitz, as Trustee of the AMG Trust established January 23, 2007



 


[Signature Page to Promissory Note]


 






     


     


    

 


	 	/s/ Gordon Roth
	 	Gordon Roth



 





	 	/s/ Theodore Roth
	 	Theodore Roth



 





	 	/s/ Matt Day
	 	Matt Day



 





	 	/s/ Andrew Costa
	 	Andrew Costa



 





	 	/s/ Nazan Akdeniz
	 	Nazan Akdeniz



 





	 	/s/ Lou Ellis
	 	Lou Ellis



 





	 	/s/ John Lipman
	 	John Lipman



 





	 	/s/ Molly Montgomery
	 	Molly Montgomery



 





	 	/s/ Adam Rothstein
	 	Adam Rothstein



 





	 	/s/ Sam Chawla
	 	Sam Chawla



 






[Signature Page to Promissory Note]


 






     


     


    

 


ACKNOWLEDGED AND ACCEPTED BY


 


TIGO ENERGY, INC.,


 


	By:	/s/ Zvi Alon	 
	 	Name: Zvi Alon	 
	 	Title: Chief Executive Officer	 



 


[Signature Page to Promissory Note] 


 






     


     


    

 


Schedule 1


 


Sponsors


 


	1.	CR Financial
                                            Holdings, Inc., a California corporation.
	2.	Roth Capital Partners,
                                            LLC, a Delaware limited liability company
	3.	CHLM Sponsor LLC, a Delaware
                                            limited liability company
	4.	Hampstead Park Capital
                                            Management, LLC, a Delaware limited liability company
	5.	Byron Roth
	6.	Aaron M. Gurewitz, as Trustee
                                            of the AMG Trust established January 23, 2007
	7.	Gordon Roth
	8.	Theodore Roth
	9.	Matt Day
	10.	Andrew Costa
	11.	Nazan Akdeniz
	12.	Lou Ellis
	13.	John Lipman
	14.	Molly Montgomery
	15.	Adam Rothstein
	16.	Sam Chawla