Exhibit 10.3


 


STOCK ESCROW AGREEMENT


 


This STOCK ESCROW AGREEMENT,
dated as of November 30, 2021 (“Agreement”), is by and among Roth CH Acquisition V 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 November 30, 2021 (“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, as more fully
described in the Company’s final Prospectus, dated November 30, 2021 (“Prospectus”), comprising part of the Company’s
Registration Statement on Form S-1 (File No. 333-260907) under the Securities Act of 1933, as amended (“Registration Statement”),
declared effective on November 30, 2021 (“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 Co-Chairman
of the Board, Co-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.


 






     


     


    

 


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.


 


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.


 






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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 V Co.


888 San Clemente Drive, Suite 400


Newport Beach, CA 92660


Attn: Byron Roth, Co-Chief Executive Officer


 


If to a Securityholder, to his,
her or its address on file with the Company.


 


and if to the Escrow Agent,
to:


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, NY 10004


Attn: Erika Young


 


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 V CO.
	 	 
	 	 
	 	By:	/s/ Byron Roth
	 	 	Name: Byron Roth
	 	 	Title: Co-Chief Executive Officer
	 	 
	 	INITIAL SECURITYHOLDERS:
	 	 
	 	CR Financial Holdings, Inc.
	 	 
	 	 
	 	By:	/s/ Byron Roth
	 	 	Name: Byron Roth
	 	 	Title:   Chief Executive Officer
	 	 
	 	CHLM Sponsor-5 LLC
	 	 
	 	By:	/s/ Steve Dyer
	 	 	Name: Steve Dyer
	 	 	Title: Chief Executive Officer
	 	 
	 	/s/ Byron Roth
	 	Byron Roth
	 	 
	 	/s/ Gordon Roth
	 	Gordon Roth
	 	 
	 	/s/ Aaron Gurewitz
	 	Aaron Gurewitz, as Trustee of the AMG Trust established January 23, 2007
	 	 
	 	/s/ Andrew Costa
	 	Andrew Costa
	 	 
	 	/s/ Matthew Day
	 	Matthew Day
	 	 
	 	/s/ Theodore Roth
	 	Theodore Roth
	 	 
	 	/s/ John Lipman
	 	John Lipman
	 	 
	 	/s/ Nazan Akdeniz
	 	Nazan Akdeniz
	 	 
	 	/s/ Louis J. Ellis III
	 	Louis J. Ellis III




 


[Signature Page to Stock Escrow Agreement]


 






    


     


    

 


	 	/s/ Adam Rothstein
	 	Adam Rothstein
	 	 
	 	/s/ Sam Chawla
	 	Sam Chawla
	 	 
	 	/s/ Pamela Ellison
	 	Pamela Ellison
	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY
	 	 
	 	 
	 	By:	/s/ Erika Young
	 	 	Name: Erika Young
	 	 	Title: Vice President


 


[Signature
Page to Stock Escrow Agreement]


 






    


     


    

 


EXHIBIT A


 


	Name of

Initial Securityholder	 	Number 

of Insider

Shares	 
	CR Financial Holdings, Inc.	 	 	657,056	 
	CHLM Sponsor-5 LLC	 	 	690,285	 
	Byron Roth	 	 	414,132	 
	Gordon Roth	 	 	85,143	 
	Aaron Gurewitz, as Trustee of the AMG Trust established January 23, 2007	 	 	110,628	 
	Theodore Roth	 	 	48,653	 
	John Lipman	 	 	690,284	 
	Nazan Akdeniz	 	 	5,792	 
	Louis J. Ellis III	 	 	5,792	 
	Adam Rothstein	 	 	37,954	 
	Andrew Costa	 	 	17,791	 
	Matthew Day	 	 	35,582	 
	Sam Chawla	 	 	37,954	 
	Pamela Ellison	 	 	37,954