Form of Subscription Agreement among the Registrant, the Initial Stockholders, Roth Capital Partners, LLC and Craig-Hallum Capital Group LLC

Exhibit 10.5

[●], 2021

Roth CH Acquisition V Co.

888 San Clemente Drive, Suite 400
Newport Beach, CA 92660

Ladies and Gentlemen:

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

Each of the undersigned (each a “Purchaser” and collectively the “Purchasers”) hereby commits that it will purchase the number of units, as set forth opposite their respective name in Exhibit A attached hereto (the “Private Units”), each Private Unit consisting of one share of common stock of the Company, $0.0001 par value (the “Common Stock”), and one-third of one warrant with each whole warrant entitling its holder to purchase one share of Common Stock (the “Warrants”), at $10.00 per Private Unit, for an aggregate purchase price of $3,740,000 (the “Private Unit Purchase Price”).

The Purchasers hereby agree that they will purchase an additional amount of units of the Company, which amount is set forth opposite each Purchaser’s respective name in Exhibit A attached hereto (“Over-Allotment Units”), or an aggregate maximum purchase price of $300,000 (“Over-Allotment Unit Purchase Price”, together with the Private Unit Purchase Price, the “Purchase Price”), in the event Roth Capital Partners, LLC and Craig-Hallum Capital Group LLC (collectively, the “Underwriters”) exercise the over-allotment option, such that the amount held in the trust account (as described in the Registration Statement, the “Trust Account”) does not fall below $10.00 per share for each share of Common Stock sold in the IPO.

At least twenty-four (24) hours prior to the pricing of the IPO, each Purchaser will cause the applicable Private Unit Purchase Price to be delivered to an escrow account maintained by Loeb & Loeb LLP, as escrow agent (“Loeb”) in accordance with the wire instructions set forth in Exhibit B attached hereto.

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

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

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

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

Each of the Purchasers listed under the caption “Underwriters and Related Persons” on Exhibit A attached hereto further acknowledges and agrees that the Private Units and their component parts and the related registration rights will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore, pursuant to Rule 5110(e) of the FINRA Manual, be subject to lock-up for a period of 360 days immediately following the date of effectiveness or commencement of sales in the IPO, subject to FINRA Rule 5110(e)(2). Additionally, the Private Units and their component parts and the related registration rights held by the Purchasers listed under the caption “Underwriters and Related Persons” on Exhibit A attached hereto may not be sold, transferred, assigned, pledged or hypothecated during the foregoing 360 day period following the effective date of the Registration Statement except to any underwriter or selected dealer participating in the IPO and the bona fide officers or partners of the applicable Purchaser and any such participating underwriter or selected dealer. Additionally, the Private Units and their component parts and the related registration rights held by the Purchasers listed under the caption “Underwriters and Related Persons” on Exhibit A attached hereto will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of such securities by any person for a period of 360 days immediately following the date of effectiveness or commencement of sales in the IPO. Additionally, each Purchaser listed under the caption “Underwriters and Related Persons” on Exhibit A attached hereto may not exercise demand or piggyback rights with respect to the Private Units and their components parts after five (5) and seven (7) years, respectively, from the effective date of the Registration Statement and may not exercise demand rights on more than one occasion, all in accordance with FINRA Rule 5110.05.

Each of the Purchasers hereby represents and warrants that:

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

Exhibit A

Exhibit B

Wire Instructions

Bank Name: Citigroup Private Bank

Bank Address: 153 East 53rd Street New York, NY 10022

Account Name: Loeb & Loeb LLP - Trust Account

Account Number: ********

Routing/ABA Number (Domestic Wires): *********

Swift Code (Foreign Wire): CITIUS33

Reference: Roth CH Acquisition V Co.