Exhibit 10.5


 


[•],
2020


 


Roth CH Acquisition I Co.


888 San Clemente Drive, Suite 400

Newport Beach, CA 92660


 


Ladies and Gentlemen:


 


Roth CH Acquisition I Co. (the “Company”),
a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”),
intends to register its securities under the Securities Act of 1933, as amended (“Securities Act”), in connection with
its initial public offering (“IPO”), pursuant to a registration statement on Form S-1 (“Registration Statement”).


 





Each of the undersigned (each a “Purchaser”
and collectively the “Purchasers”) hereby commits that it will purchase the number of units, as set forth opposite
their respective name in Exhibit A attached hereto (the “Private Units”), each Private Unit consisting
of one share of common stock of the Company, $0.0001 par value (the “Common Stock”) and three-quarters of one warrant
with each whole warrant entitling its holder to purchase one share of Common Stock (the “Warrants”), at $10.00 per
Private Unit, for an aggregate purchase price of $2,625,000 (the “Private Unit Purchase Price”).


 


The Purchasers hereby agree that they will
purchase an additional amount of units of the Company, which amount is set forth opposite each Purchaser’s respective name
in Exhibit A attached hereto (“Over-Allotment Units”), or an aggregate maximum purchase price of $225,000
(“Over-Allotment Unit Purchase Price”, together with the Private Unit Purchase Price, the “Purchase Price”),
in the event Roth Capital Partners, LLC and Craig-Hallum Capital Group LLC (collectively, the “Underwriters”) exercises
the over-allotment option, such that the amount held in the trust account (as described in the Registration Statement, the “Trust
Account”) does not fall below $10.00 per share for each share of Common Stock sold in the IPO.




 


At least twenty-four (24) hours prior to the
pricing of the IPO, each Purchaser will cause the applicable Private Unit Purchase Price to be delivered to an escrow account maintained
by Loeb & Loeb LLP, as escrow agent (“Loeb”).


 


The consummation of the purchase and issuance
of the Private Units shall occur simultaneously with the consummation of the IPO and the consummation of the purchase and issuance
of the Over-Allotment Units shall occur simultaneously with the closing of any exercise of the over-allotment option related to
the IPO. Simultaneously with or prior to the consummation of the IPO, Loeb shall deposit the Private Unit Purchase Price, without
interest or deduction, into the trust fund (“Trust Fund”) established by the Company for the benefit of the Company’s
public shareholders as described in the Registration Statement.


 


The Company and each Purchaser acknowledges and agrees that
Loeb is serving hereunder solely as a convenience to the parties to facilitate the purchase of the Private Units and Loeb’s
sole obligation under this letter agreement is to act with respect to holding and disbursing the Purchase Price for the Private
Units as described above. Loeb shall not be liable to the Company, the Underwriters or any Purchaser or any other person or entity
in respect of any act or failure to act hereunder or otherwise in connection with performing its services hereunder unless Loeb
has acted in a manner constituting gross negligence or willful misconduct. The Company and each Purchaser shall indemnify Loeb
against any claim made against it (including reasonable attorney’s fees) by reason of it acting or failing to act in connection
with this letter agreement except as a result of its gross negligence or willful misconduct. Loeb may rely and shall be protected
in acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed by it
to be genuine and to have been signed or presented by the proper party or parties.


 






     


     


    

 





The Private Units and Over-Allotment Units will be identical
to the units to be sold by the Company in the IPO. Additionally, each Purchaser agrees:


 


		·	to vote the shares of Common Stock included in the Private Units and Over-Allotment Units in favor of any proposed Business
Combination;



 





	 	·	that as long as the Warrants underlying the Private Units and
Over-Allotment Units are held by the Purchasers or their designees or affiliates, they may not be exercised after five years from
the effective date of the Registration Statement;
	 	 	 
	 	·	not to propose, or vote in favor of, an amendment to the Company’s Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of the Company’s shares of Common Stock sold in the IPO if the Company does not complete an initial Business Combination within 18 months from the closing of the IPO, unless the Company provides the holders of shares of Common Stock sold in the IPO with the opportunity to redeem their shares of Common Stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount of the Trust Fund, including interest earned on Trust Fund and not previously released to the Company to pay the Company’s franchise and income taxes, divided by the number of then outstanding shares of Common Stock sold in the IPO;




  


		·	not to convert any shares of Common Stock included in the Private Units and Over-Allotment Units into the right to receive
cash from the Trust Fund in connection with a shareholder vote to approve either a Business Combination or an amendment to the
provisions of the Company’s Amended and Restated Certificate of Incorporation, and not to tender any shares of Common Stock
included in the Private Units and Over-Allotment Units in connection with a tender offer conducted prior to the closing of a Business
Combination;



 


		·	that the Purchasers will not participate in any liquidation
distribution with respect to the Private Units and Over-Allotment Units or any underlying securities (but will participate in liquidation
distributions with respect to any units or shares of Common Stock purchased by the Purchasers in the IPO or in the open market)
if the Company fails to consummate a Business Combination;



 


		·	that the Private Units, Over-Allotment Units and underlying
securities will not be transferable until after the consummation of a Business Combination except (i) to the Company’s pre-IPO
shareholders, or to the Company’s officers, directors, advisors and employees, (ii) transfers to the Purchasers’ affiliates
or their members upon their liquidation, (iii) to relatives and trusts for estate planning purposes, (iv) by virtue of the laws
of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) by private sales made in connection
with the consummation of a Business Combination at prices no greater than the price at which the Private Units were originally
purchased or (vii) to the Company for cancellation in connection with the consummation of a Business Combination, in each case
(except for clause vii) where the transferee agrees to the terms of the transfer restrictions; and



 


		·	the Private Units and Over-Allotment Units will include any additional terms or restrictions as is customary in other
                                                                                                           similarly structured blank check company offerings or as may be reasonably required by the underwriters in the IPO in order to consummate the IPO, each of which will be
set forth in the Registration Statement.









 






     


     


    

 


Each of the Purchasers acknowledges and agrees that they will
execute agreements in form and substance typical for transactions of this nature necessary to effectuate the foregoing agreements
and obligations prior to the consummation of the IPO as are reasonably acceptable to the Purchasers, including but not limited
to an insider letter.


 


Each of the Purchasers listed under the caption
 “Underwriters and Related Persons” on Exhibit A attached hereto further acknowledges and agrees that
the Private Units and their component parts and the related registration rights will be deemed compensation by the Financial Industry
Regulatory Authority (“FINRA”) and will therefore, pursuant to Rule 5110(g) of the FINRA Manual, be subject to lock-up
for a period of 180 days immediately following the date of effectiveness or commencement of sales in the IPO, subject to FINRA
Rule 5110(g)(2). Additionally, the Private Units and their component parts and the related registration rights held by the Purchasers
listed under the caption “Underwriters and Related Persons” on Exhibit A attached hereto may not be
sold, transferred, assigned, pledged or hypothecated during the foregoing 180 day period following the effective date of the Registration
Statement except to any underwriter or selected dealer participating in the IPO and the bona fide officers or partners of the
applicable Purchaser and any such participating underwriter or selected dealer. Additionally, the Private Units and their component
parts and the related registration rights held by the Purchasers listed under the caption “Underwriters and Related Persons”
on Exhibit A attached hereto will not be the subject of any hedging, short sale, derivative, put or call transaction
that would result in the economic disposition of such securities by any person for a period of 180 days immediately following
the date of effectiveness or commencement of sales in the IPO. Additionally, each Purchaser listed under the caption “Underwriters
and Related Persons” on Exhibit A attached hereto may not exercise demand or piggyback rights with respect
to the Private Units and their components parts after five (5) and seven (7) years, respectively, from the effective date of the
Registration Statement and may not exercise demand rights on more than one occasion.


 


Each of the Purchasers hereby represents and warrants that:


 


		(a)	it has been advised that the Private Units and Over-Allotment Units have not been registered under the Securities Act;



 


		(b)	it will be acquiring the Private Units and Over-Allotment Units for its account for investment purposes only;



 


		(c)	it has no present intention of selling or otherwise disposing of the Private Units and Over-Allotment Units in violation of
the securities laws of the United States;



 


		(d)	it is an “accredited investor” as defined by Rule 501 of Regulation D promulgated under the Securities Act of 1933,
as amended;



 


		(e)	it has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all
persons acting on its behalf concerning the terms and conditions of the offer made hereunder;



 


		(f)	it is familiar with the proposed business, management, financial condition and affairs of the Company;



 


		(g)	it has full power, authority and legal capacity to execute and deliver this letter and any documents contemplated herein or
needed to consummate the transactions contemplated in this letter; and



 


		(h)	this letter constitutes its legal, valid and binding obligation, and is enforceable against it.



 






     


     


    

 


This letter agreement constitutes the entire agreement between
the Purchaser and the Company with respect to the purchase of the Private Units and Over-Allotment Units, and supersedes all prior
and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the same.


 


	 	Very truly yours,
	 	 
	 	PURCHASERS
	 	 
	 	[•]
	 	 
	 	By: 	 
	 	 	Name: Byron Roth 
	 	 	Title:   Member
	 	 
	 	Craig-Hallum Capital Group, LLC
	 	 
	 	By:	 
	 	 	Name: Rick Hartfiel 
	 	 	Title:   Member 
	 	 
	 	 
	 	 	 
	 	 	Byron Roth
	 	 
	 	 
	 	 	 
	 	 	Gordon Roth
	 	 
	 	 
	 	 	 
	 	 	Aaron Gurewitz
	 	 
	 	 
	 	 	 
	 	 	Ted Roth
	 	 
	 	 
	 	 	 
	 	 	Anthony Stoss
	 	 
	 	 
	 	 	 
	 	 	James Zavoral



 






     


     


    

 


	 	 
	 	 
	 	 	 
	 	 	Kevin Harris
	 	 
	 	 
	 	 	 
	 	 	Rick Hartfiel
	 	 
	 	 
	 	 	 
	 	 	Brad Baker
	 	 
	 	 
	 	 	 
	 	 	George Sutton
	 	 
	 	 
	 	 	 
	 	 	Ryan Hultstrand
	 	 
	 	 
	 	 	 
	 	 	Michael Malouf
	 	 
	 	 
	 	 	 
	 	 	John Lipman
	 	 
	 	 
	 	 	 
	 	 	Adam Rothstein
	 	 
	 	 
	 	Hampstead Park Capital Management LLC
	 	 
	 	By:	 
	 	 	Name: Dan Friedberg 
	 	 	Title: Managing Member
	 	 
	 	 
	 	 	 
	 	 	Molly Hemmeter




 


	Accepted and Agreed:
	 
	ROTH CH ACQUISITION I CO.
	 
	 
	By:	              	 
	 	Name: Byron Roth
	 	Title:   Chief Executive Officer




 






     


     


    

 





Exhibit A


 


	Purchaser	 	Number 
 of Private Units	 	 	Number of

Over-Allotment Units 	 	 
	 	 	 	 	 	 	 	 	 	 
	Underwriters and Related Persons 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	Roth Capital Partners, LLC	 	 	52,924	 	 	 	15,827	 	 
	Craig-Hallum Capital Group, LLC	 	 	35,826	 	 	 	6,674	 	 
	Byron Roth	 	 	36,250	 	 	 	0	 	 
	Gordon Roth	 	 	10,000	 	 	 	0	 	 
	Aaron Gurewitz	 	 	10,000	 	 	 	0	 	 
	Ted Roth	 	 	5,000	 	 	 	0	 	 
	Anthony Stoss	 	 	5,000	 	 	 	0	 	 
	James Zavoral	 	 	5,000	 	 	 	0	 	 
	Kevin Harris	 	 	10,000	 	 	 	0	 	 
	Rick Hartfiel	 	 	10,000	 	 	 	0	 	 
	Brad Baker	 	 	10,000	 	 	 	0	 	 
	George Sutton	 	 	5,000	 	 	 	0	 	 
	Ryan Hultstrand	 	 	2,500	 	 	 	0	 	 
	Michael Malouf	 	 	5,000	 	 	 	0	 	 
	John Lipman	 	 	35,000	 	 	 	0	 	 
	 	 	 	 	 	 	 	 	 	 
	Independent Directors	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	Adam Rothstein	 	 	5,000	 	 	 	0	 	 
	Hampstead Park Capital Management LLC	 	 	10,000	 	 	 	0	 	 
	Molly Hemmeter	 	 	10,000	 	 	 	0	 	 





 






     


     


    

 


Exhibit B


 


Wire Instructions


 


[•]