Exhibit 10.1


 


May
4, 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 one-half 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 13 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.



 


		(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.



 






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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.



 


		(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 an officer of the Company, 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. The undersigned represents and warrants that:



 


		(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;



 






    3 


     


    

 


		(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.



 


		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.



 






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		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]


 




    5 


     


    

	 	Sincerely,
	 	 
	 		/s/
Aaron Gurewitz

	 	 	Aaron Gurewitz




     


     


    

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




 






     


     


    

 


May
4, 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 one-half 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 13 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.



 


		(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.



 






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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.



 


		(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 an officer of the Company, 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. The undersigned represents and warrants that:



 


		(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;



 






    3 


     


    

 


		(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.



 


		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.



 






    4 


     


    

 


		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]


 




    5 


     


    

	 	Sincerely,
	 	 
	 	 	AMG
TRUST ESTABLISHED JANUARY 23, 2007
	 	 	 
	 	By:
	

        /s/
Aaron Gurewitz

	 	 	Name:
Aaron Gurewitz

        Title:
Trustee





     


     


    

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




 






     


     


    

 



May 4, 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 one-half 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 13 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.




 

		
(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.




 


    2 


     


    
		
(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.




 

		
(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 and 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. The undersigned represents and warrants that:




 

		
(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;





    3 


     


    
 

		
(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.




 

	
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.




 






    4 


     


    

 

	
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]

 


    5 


     


    
	
 

	
Sincerely,


	
 

	
 


	
 

	
 

	
/s/ Byron Roth


	
 

	
 

	
Byron Roth




 


 

 


 




 

May 4, 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 one-half 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 13 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.




 

		
(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.




 


    2 


     


    
		
(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.




 

		
(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 represents and warrants that:




 

		
(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




 


    3 


     


    
		
(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.




 

	
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.




 


    4 


     


    
	
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]

 


    5 


     


    
	
 

	
Sincerely,


	 	 
	
 

	
 

	
/s/ Brad Baker


	
 

	
 

	
Brad Baker






vi




 




 

	
 

	
Acknowledged and Agreed:


	
 

	
Roth CH Acquisition I Co.


	
 

	
By:

	
/s/ Byron Roth


	
 

	
 

	
Name: Byron Roth


	
 

	
 

	
Title:   Chief Executive Officer




 


 

 




 

May 4, 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 one-half 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 13 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.




 

		
(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.




 


    2 


     


    
		
(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.




 

		
(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 represents and warrants that:




 

		
(a)

	
He or she or it 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 or it 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




 


    3 


     


    
		
(c)

	
he or she or it 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.




 

	
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.




 


    4 


     


    
	
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]

 


    5 


     


    
	
 

	
Sincerely,


	
 

	
 

	
Craig- Hallum Capital Group LLC


	
 

	
 

	
 


	
 

	
By:

	
/s/ Rick Hartfiel


	
 

	
 

	
Name: Rick Hartfiel


	
 

	
 

	
Title:   Member


	 	 	 



 

 


 

	
 

	
Acknowledged and Agreed:


	
 

	
Roth CH Acquisition I Co.


	
 

	
By:

	
/s/ Byron Roth


	
 

	
 

	
Name: Byron Roth


	
 

	
 

	
Title:   Chief Executive Officer




 


 

 




 

May 4, 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 one-half 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 13 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.




 

		
(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.




 


    2 


     


    
		
(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.




 

		
(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 of the Company, 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. The undersigned represents and warrants that:




 

		
(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;




 


    3 


     


    
		
(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.




 

	
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.





    4 


     


    
 

	
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]

 


    5 


     


    
	
 

	
Sincerely,


	
 

	
 


	
 

	
 

	
/s/ Daniel Friedberg


	
 

	
 

	
Daniel Friedberg




 

	
 

	
Hampstead Park Capital Management LLC


	
 

	
 

	
 


	
 

	
By:

	
/s/ Daniel Friedberg


	
 

	
 

	
Name: Daniel Friedberg


	
 

	
 

	
Title:   Managing Member


	 	 	 



 

 



 

	
 

	
Acknowledged and Agreed:


	
 

	
Roth CH Acquisition I Co.


	
 

	
By:

	
/s/ Byron Roth


	
 

	
 

	
Name: Byron Roth


	
 

	
 

	
Title:   Chief Executive Officer




 



     


     


    
 


May 4, 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 one-half 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 13 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.




 

		
(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.




 


    2 


     


    
		
(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.




 

		
(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 an officer of the Company, 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. The undersigned represents and warrants that:




 

		
(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;




 


    3 


     


    
		
(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.




 

	
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.





    4 


     


    
 

	
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]

 


    5 


     


    
	
 

	
Sincerely,


	
 

	
 


	
 

	
 

	
/s/ Gordon Roth


	
 

	
 

	
Gordon Roth


	
 

	
 

	
 





     


     


    
 

	
 

	
Acknowledged and Agreed:


	
 

	
Roth CH Acquisition I Co.


	
 

	
By:

	
/s/ Byron Roth


	
 

	
 

	
Name: Byron Roth


	
 

	
 

	
Title:   Chief Executive Officer




 



     


     


    







May 4, 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 one-half 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 13 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.




 

		
(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.




 



2



 


		
(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.




 

		
(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 represents and warrants that:




 

		
(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




 



3



 


		
(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.




 

	
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.




 



4



 


	
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]

 



5



 


	
 

	
Sincerely,


	 	 
	 	 	
 /s/ George Sutton


	
 

	
 

	
George Sutton




 


 

 


	
 

	


Acknowledged and Agreed:


	
 

	
Roth CH Acquisition I Co.


	
 

	
By:

	
/s/ Byron Roth


	
 

	
 

	
Name: Byron Roth


	
 

	
 

	
Title:   Chief Executive Officer




 


 

 


 

May 4, 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 one-half 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 13 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.




 

		
(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.




 



6



 


		
(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.




 

		
(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 and 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. The undersigned represents and warrants that:




 

		
(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;




 



7



 


		
(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.




 

	
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.




 



8



 


 

	
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]

 



9



 



	 	Sincerely,
	 	 
	 		/s/
John Lipman 

	 	 	John Lipman



 


 

 


	
 

	
Acknowledged and Agreed:


	
 

	
Roth CH Acquisition I Co.


	
 

	
By:

	
/s/ Byron Roth


	
 

	
 

	
Name: Byron Roth


	
 

	
 

	
Title:   Chief Executive Officer




 


 

 



 


May 4, 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 one-half 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 13 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.




 

		
(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.




 



10



 


		
(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.




 

		
(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 represents and warrants that:




 

		
(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




 



11



 


		
(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.




 

	
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.




 



12



 


	
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]

 



13



 


	 	Sincerely,
	 	 
	 		/s/
James Zavoral 

	 	 	James Zavoral


 


 

 


	
 

	
Acknowledged and Agreed:


	
 

	
Roth CH Acquisition I Co.


	
 

	
By:

	
/s/ Byron Roth


	
 

	
 

	
Name: Byron Roth


	
 

	
 

	
Title:   Chief Executive Officer




 


 

 



 

May 4, 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 one-half 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 13 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.




 

		
(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.




 



14



 


		
(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.




 

		
(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 represents and warrants that:




 

		
(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




 



15



 


		
(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.




 

	
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



 


	
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]

 



17



 



	 	Sincerely,
	 	 
	 		/s/
Kevin Harris 

	 	 	Kevin Harris
	 	 	 



 

 


	
 

	


Acknowledged and Agreed:


	
 

	
Roth CH Acquisition I Co.


	
 

	
By:

	
/s/ Byron Roth


	
 

	
 

	
Name: Byron Roth


	
 

	
 

	
Title:   Chief Executive Officer




 


 

 



 

May 4, 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 one-half 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 13 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.




 

		
(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.




 



18



 


		
(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.




 

		
(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 of the Company, 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. The undersigned represents and warrants that:




 

		
(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;




 



19



 


		
(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.




 

	
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.







 



20



 





	
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]

 



21



 


	
 

	
Sincerely,


	 	 
	
 

	
 



	


/s/ Molly Hemmeter


	
 

	
 

	
Molly Hemmeter




 


 

 


	
 

	
Acknowledged and Agreed:


	
 

	
Roth CH Acquisition I Co.


	
 

	
By:

	
/s/ Byron Roth


	
 

	
 

	
Name: Byron Roth


	
 

	
 

	
Title:   Chief Executive Officer




 


 

 




 

May 4, 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 one-half 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 13 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.




 

		
(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.




 



22



 


		
(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.




 

		
(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 represents and warrants that:




 

		
(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




 



23



 


		
(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.




 

	
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.




 



24



 


	
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]

 



25



 


	
 

	
Sincerely,


	 	 
	
 

	
 

	
/s/ Michael Malouf


	
 

	
 

	
Michael Malouf




 


 

 


	
 

	
Acknowledged and Agreed:


	
 

	
Roth CH Acquisition I Co.


	
 

	
By:

	
/s/ Byron Roth


	
 

	
 

	
Name: Byron Roth


	
 

	
 

	
Title:   Chief Executive Officer




 


 

 



 


May
4, 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 one-half 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 13 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.



 


		(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.



 






    2


     


    

 


		(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.



 


		(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 an officer of the Company, 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. The undersigned represents and warrants that:



 


		(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;



 






    3


     


    

 


		(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.



 


		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.



 






    4


     


    

 


		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]


 




    5


     


    

	 	 
	 	Sincerely,
	 	 
	 		/s/
Rick Hartfiel 

	 	 	Rick
    Hartfiel
	 	 	 




     


     


    

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




 






     


     


    


 





May
4, 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 one-half 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 13 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.



 


		(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.



 






    2


     


    

 


		(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.



 


		(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 represents and warrants that:



 


		(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



 






    3


     


    

 


		(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.



 


		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.



 






    4


     


    

 


		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]


 




    5


     


    

 


	 	Sincerely,
	 	 
	 		/s/
Donald Hultstrand

	 	 	Donald
    Hultstrand



 



     


     


    

 


	 	Acknowledged
and Agreed: 

	 	Roth
    CH Acquisition I Co.
	 	By:	/s/
    Byron Roth
	 	 	Name:
    Byron Roth
	 	 	Title:
      Chief Executive Officer




 






     


     


    


 





May
4, 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 one-half 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 13 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.



 


		(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.



 






    2


     


    

 


		(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.



 


		(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 represents and warrants that:



 


		(a)	He
                                         or she or it 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 or it 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



 






    3


     


    

 


		(c)	he
                                         or she or it 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.



 


		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.



 






    4


     


    

 


		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]


 




    5


     


    

 


	 	Sincerely,
	 	 
	 	By:
	Roth
Capital Partners, LLC

                                                            

        /s/
Byron Roth

	 	 	Name:
    Byron Roth
	 	 	Title:
      Member



 



     


     


    

 


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




 






     


     


    


 





May
4, 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 one-half 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 13 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.



 


		(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.



 






    2


     


    

 


		(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.



 


		(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 of the Company, 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. The undersigned represents and warrants that:



 


		(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;



 






    3


     


    

 


		(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.



 


		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.



 






    4


     


    

 


		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]


 




    5


     


    

 


	 	Sincerely,
	 	 
	 		/s/
Adam Rothstein

	 	 	Adam
    Rothstein
	 	 	 




     


     


    

 


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




 






     


     


    


 





May
4, 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 one-half 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 13 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.



 


		(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.



 






    2


     


    

 


		(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.



 


		(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 represents and warrants that:



 


		(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



 






    3


     


    

 


		(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.



 


		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.



 






    4


     


    

 


		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]


 




    5


     


    

 


	 	Sincerely,
	 	 
	 		/s/
Anthony Stoss 

	 	 	Anthony
    Stoss



 



     


     


    

 


	 	Acknowledged
and Agreed: 

	 	Roth
    CH Acquisition I Co.
	 	By:	/s/
    Byron Roth
	 	 	Name:
    Byron Roth
	 	 	Title:
      Chief Executive Officer




 






     


     


    


 





May
4, 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 one-half 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 13 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.



 


		(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.



 






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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.



 


		(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 represents and warrants that:



 


		(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



 






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		(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.



 


		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.



 






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		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,
	 	 
	 		/s/
                                         Ted Roth

	 	 	Ted
    Roth



 



     


     


    

 


	 	Acknowledged
                    and Agreed: 

	 	Roth
    CH Acquisition I Co.
	 	By:	/s/
    Byron Roth
	 	 	Name:
    Byron Roth
	 	 	Title:
      Chief Executive Officer