Exhibit 10.1


 


[·], 2020


Roth CH Acquisition I Co.

888 San Clemente Drive, Suite 400

Newport Beach, CA 92660


 


Roth Capital Partners, LLC

888 San Clemente Drive, Suite 400

Newport Beach, CA 92660


 


Craig-Hallum Capital Group LLC

222 South Ninth Street, Suite 350

Minneapolis, MN 55402


 


Re: Initial Public Offering


 


Ladies and Gentlemen:


 


This letter (the “Letter Agreement”)
is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”)
entered into by and between Roth CH Acquisition I Co., a Delaware corporation (the “Company”) and Roth
Capital Partners, LLC and Craig-Hallum Capital Group LLC (the “Representatives”), relating to an underwritten
initial public offering (the “IPO”) of the Company’s units (the “Units”),
each Unit comprised of one share of common stock of the Company, par value $0.0001 per share (the “Common Stock”),
and three-quarters of one redeemable warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”).
Certain capitalized terms used herein are defined in paragraph 12 hereof.


 


In order to induce the Company and the
Representatives to enter into the Underwriting Agreement and to proceed with the IPO, and in recognition of the benefit that such
IPO will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the undersigned hereby agrees with the Company as follows:


 


	1.	If the Company solicits approval of its shareholders of a Business Combination, the undersigned
will vote all shares beneficially owned by him or her, whether acquired before, in or after the IPO, in favor of such Business
Combination.
	 	 
	2.	In the event that the Company fails to consummate a Business Combination within the time period
set forth in the Company’s amended and restated certificate of incorporation, as the same may be further amended from time
to time (the “Charter”), the undersigned will, as promptly as possible, take all necessary actions to
cause the Company to (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but
not more than 10 business days thereafter, redeem the IPO Shares, at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the Trust Account, including interest earned on the Trust Account not previously released to the Company
(less taxes payable), divided by the number of then outstanding IPO Shares, which redemption will completely extinguish public
shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii)
as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders
and the Company’s board of directors, dissolve and liquidate, subject in the cases of clauses (ii) and (iii) to the Company’s
obligations under Delaware law to provide for claims of creditors and other requirements of applicable law. The undersigned hereby
waives any and all right, title, interest or claim of any kind in or to any distribution of the Trust Account (“Claim”)
and any remaining net assets of the Company as a result of such liquidation with respect to the Founder Shares and Private Placement
Shares owned by the undersigned and hereby waives any Claim the undersigned may have in the future as a result of, or arising out
of, any contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever.
However, if any of the undersigned have acquired IPO Shares in or after the IPO, they will be entitled to liquidating distributions
from the Trust Account with respect to such IPO Shares in the event that
the Company fails to consummate a Business Combination within the time period set forth in the Charter. The undersigned acknowledges
and agrees that there will be no distribution from the Trust Account with respect to any Warrants, all rights of which will terminate
on the Company’s liquidation.






 






     


     


    

 


	3.	The undersigned acknowledges and agrees that prior to entering into a definitive agreement for
a Business Combination with a target business that is affiliated with the undersigned or any other Insiders of the Company or their
affiliates, such transaction must be approved by a majority of the Company’s disinterested independent directors and the
Company must obtain an opinion from an independent investment banking firm or another independent entity that commonly renders
valuation opinions that such Business Combination is fair to the Company’s shareholders from a financial point of view.
	 	 
	4.	None of the undersigned, any member of the family of any of the undersigned, or any affiliate of
the undersigned will be entitled to receive and will not accept any compensation or other cash payment prior to, or for services
rendered in order to effectuate, the consummation of the Business Combination; provided that the Company shall be allowed to make
the payments set forth in the Registration Statement adjacent to the caption “Prospectus Summary—The Offering—Limited
payments to insiders.”
	 	 
	5.	[In the event of the liquidation of the Trust Fund, the undersigned agrees to indemnify and hold
harmless the Company against any and all loss, liability, claims, damage and expense whatsoever (including, but not limited to,
any and all legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation, whether
pending or threatened, or any claim whatsoever) which the Company may become subject as a result of any claim by any target business
or vendor or other person who is owed money by the Company for services rendered or products sold or contracted for, but only to
the extent necessary to ensure that such loss, liability, claim, damage or expense does not reduce the amount of funds in the Trust
Fund; provided that such indemnity shall not apply (i) if such target business, vendor or other person has executed an agreement
waiving any claims against the Trust Fund or (ii) as to any claims under the Company’s obligations to indemnify the Underwriters
against certain liabilities, including liabilities under the Securities Act.]1



 


		(a)	The undersigned agrees that the Founder Shares may not be transferred, assigned or sold (except
to certain permitted transferees as described in the Registration Statement or herein) (the “Lockup”)
until the earlier to occur of: (1) six (6) months after the completion of a Business Combination or (2) the date following the
completion of the Company’s initial Business Combination on which the Company completes a liquidation, merger, share exchange,
reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange
their shares of Common Stock for cash, securities or other property. Notwithstanding the foregoing, if the closing price of the
Company’s Common Stock equals or exceeds $12.50 per share (as adjusted for share splits, share capitalizations, reorganizations,
recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after the Company’s initial
Business Combination, 50% of the Founder Shares will be released from the Lockup.
	 	 	 
		(b)	The undersigned will not, without the prior written consent of the Representatives pursuant to
                                                                                                   the Underwriting Agreement, offer, sell, contract to sell, pledge, hedge or otherwise dispose of (or enter into any
                                                                                                   transaction that is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition
                                                                                                   or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned
                                                                                                   or any person in privity with the undersigned or any affiliate of the undersigned), directly or indirectly, including the
                                                                                                   filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect
                                                                                                   of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning
                                                                                                   of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and
                                                                                                   Exchange Commission promulgated thereunder with respect to, any other Units, Common Stock or Warrants of the Company or any
                                                                                                   securities convertible into, or exercisable, or exchangeable
for, shares of Common Stock or publicly announce an intention to effect any such transaction, for a period of 180 days after the
date of the Underwriting Agreement.






 





 






1
Include for insiders subject to indemnification obligations.





 






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		(c)	[The
undersigned agrees that until the Company consummates an initial Business Combination, the undersigned’s Private Placement
Units will be subject to the transfer restrictions described in the Subscription Agreement, dated as of [•], 2020, by and
between the Insiders and the Company relating to the undersigned’s Private Placement Units.]2
	 	 	 
		(d)	Notwithstanding the provisions set forth in paragraphs 5(a) and (c), transfers, assignments and
sales (a “Transfer”) by the undersigned of the Founder Shares, Private Placement Units and Common Stock
issued or issuable upon the exercise of the Private Placement Units or conversion of the Founder Shares are permitted if the Transfer
(i) is among the insiders, to the Company’s officers, directors, advisors or employees; (ii) is to an Insider’s affiliates
or its members upon liquidation; (iii) is to relatives and trusts for estate planning purposes; (iv) is by virtue of the law of
descent and distribution upon death; (v) is pursuant to a qualified domestic relations order; (vi) involves a private sale made
at a price no greater than the price at which the Founder Shares, Private Placement Units or Common Stock were originally purchased;
or (vii) is to the Company for cancellation in connection with the consummation of the Business Combination, in each case (except
for clause (vii)) where the transferee agrees to the terms of the escrow agreement and forfeiture, as the case may be, as well
as the other applicable restrictions and agreements of the holders of the Founder Shares.
	 	 	 
		(e)	The undersigned acknowledges and agrees that if, in order to consummate any Business Combination,
the holders of Founder Shares or Private Placement Units are required to contribute back to the capital of the Company a portion
of any such securities to be cancelled by the Company or transfer any such securities to third parties, the undersigned will contribute
back to the capital of the Company or transfer to such third parties, at no cost, a proportionate number of Founder Shares or Private
Placement Units, as applicable, pro rata with the other holders of Founder Shares or Private Placement Units, as applicable.



 


	6.	



 


		(a)	In order to minimize potential conflicts of interest that may arise from multiple corporate affiliations,
the undersigned hereby agrees that until the earliest of the Company’s initial Business Combination or liquidation, the undersigned
shall present to the Company for its consideration, prior to presentation to any other entity, any target business that has a fair
market value of at least 80% of the assets held in the Trust Account (excluding the amount of deferred underwriting discounts held
in trust and taxes payable on the interest earned on the trust account), subject to any existing or future fiduciary or contractual
obligations the undersigned might have.
	 	 	 
		(b)	The undersigned hereby agrees and acknowledges that (i) the Representatives and the Company would
be irreparably injured in the event of a breach of the obligations under paragraph 6(a) above, (ii) monetary damages may not be
an adequate remedy for such breach and (iii) the non-breaching party shall be entitled to injunctive relief, in addition to any
other remedy that such party may have in law or in equity, in the event of such breach.
	 	 	 



		7.	[The
undersigned agrees to be a [director or officer] of the Company, as applicable, until the earlier of the consummation by the Company
of an initial Business Combination or the liquidation of the Company. The undersigned’s biographical information previously
furnished to the Company and the Representative is true and accurate in all material respects, does not omit any material information
with respect to the undersigned’s background and contains all of the information required to be disclosed pursuant to Item
401 of Regulation S-K, promulgated under the Securities Act of 1933, as amended. The undersigned’s FINRA Questionnaire previously
furnished to the Company and the Representative is true and accurate in all material respects.]3
The undersigned represents and warrants that:






 





 






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Include for Insiders purchasing Private Placement Units.



 



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		(a)	He or she is not subject to, or a respondent in, any legal action for, any injunction, cease-and-desist
order or order or stipulation to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction;
	 	 	 
		(b)	He or she has never been convicted of or pleaded guilty to any crime (i) involving any fraud or
(ii) relating to any financial transaction or handling of funds of another person, or (iii) pertaining to any dealings in any securities
and he is not currently a defendant in any such criminal proceeding; and
	 	 	 
		(c)	he or she has never been suspended or expelled from membership in any securities or commodities
exchange or association or had a securities or commodities license or registration denied, suspended or revoked.



 


	8.	The undersigned has full right and power, without violating any agreement by which he or she is
bound, to enter into this Letter Agreement and to serve as a director or officer of the Company, as applicable.
	 	 
	9.	The undersigned hereby waives his or her right to exercise conversion/redemption rights with respect
to any of the Company’s Common Stock owned or to be owned by the undersigned, directly or indirectly, whether such shares
be part of the Founder Shares or IPO Shares, and agrees that he or she will not seek conversion/redemption with respect to such
shares (or sell such shares to the Company in any tender offer) in connection with any vote to approve a Business Combination or
any amendment to the Charter.
	 	 



	10.	The undersigned hereby agrees to not propose, or vote in favor of, an amendment to Article Sixth
of the Charter prior to the consummation of a Business Combination unless the Company provides public shareholders with the opportunity
to convert/redeem their IPO Shares upon such approval in accordance with such Article Sixth thereof.
	 	 
	11.	Intentionally Omitted.
	 	 
	12.	This Letter Agreement shall be governed by and construed and enforced 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. The undersigned hereby (i) agrees that any action, proceeding or claim against him arising out of
or relating in any way to this Letter Agreement shall be brought and enforced in the courts of the State of New York of the United
States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall
be exclusive and (ii) waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.
	 	 
	13.	As used herein, (i) a “Business Combination” shall mean a merger, share
exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or
more businesses or entities; (ii) “Insiders” shall mean all officers, directors and sponsors of the Company
immediately prior to the IPO; (iii) “Founder Shares” shall mean the 2,156,250 shares of Common Stock
of the Company acquired by Insiders prior to the IPO; (iv) “IPO Shares” shall mean the shares of Common
Stock issued in the Company’s IPO; (v) “Private Placement Units” and “Private Placement
Shares” shall mean the units and underlying shares of Common Stock, respectively, that are being sold privately by
the Company simultaneously with the consummation of the IPO; (vi) “Trust Account” shall mean the trust
account into which the net proceeds of the Company’s IPO and a portion of the proceeds from the sale of the Private Placement
Units will be deposited; and (vii) “Registration Statement” means the Company’s registration statement
on Form S-1 (SEC File No. 333-236852) filed with the Securities and Exchange Commission, as amended.






 





 









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Include for insiders that are directors or officers of the Company.




 







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	14.	This Letter Agreement constitutes the entire agreement and understanding of the parties hereto
in respect of the subject matter hereof and supersedes all prior understandings, agreements, or representations by or among the
parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated
hereby. This Letter Agreement may not be changed, amended, modified or waived (other than to correct a typographical error) as
to any particular provision, except by a written instrument executed by all parties hereto.
	 	 
	15.	The undersigned acknowledges and understands that the Representatives and the Company will rely
upon the agreements, representations and warranties set forth herein in proceeding with the IPO. Nothing contained herein shall
be deemed to render the Representatives a representative of, or a fiduciary with respect to, the Company, its shareholders or any
creditor or vendor of the Company with respect to the subject matter hereof.
	 	 
	16.	This Letter Agreement shall be binding on the undersigned and such person’s respective successors,
heirs, personal representatives and assigns. This Letter Agreement shall terminate on the earlier of (i) the consummation of a
Business Combination and (ii) the liquidation of the Company; provided that such termination shall not relieve the undersigned
from liability for any breach of this agreement prior to its termination. The parties hereto may not assign either this Letter
Agreement or any of their rights, interests, or obligations hereunder without the prior written consent of the other party. Any
purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any
interest or title to the purported assignee.



 


[Signature Page Follows]


 






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	 	Sincerely,
	 	
         

         

        By:
	
        [INSIDER]

         

	 	 	Name: [·]
	 	 	Title:   [·]


 


	 	Acknowledged and Agreed:
	 	Roth CH Acquisition I Co.
	 	 	 
	 	By:	 
	 	 	Name: Byron Roth
	 	 	Title:   Chief Executive Officer