Exhibit 10.1

AMENDMENT TO NON-REDEMPTION AGREEMENT

This AMENDMENT TO VOTING AND NON-REDEMPTION AGREEMENT, dated as of _______, 2023 (this “Amendment”), is entered into by Roth CH Acquisition V Co., a Delaware corporation (the “Company”), and ____________________ (“Shareholder”).

WHEREAS, the parties hereto entered into that certain Voting and Non-Redemption Agreement dated as of _______, 2023 (the “Original Non-Redemption Agreement”);

WHEREAS, the Company and Shareholder desire to amend Section 3 of the Original Non-Redemption Agreement as more fully set forth herein;

WHEREAS, capitalized and other defined terms used in this Amendment and not otherwise defined herein have the respective meanings given to them in the Original Non-Redemption Agreement;

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereby agree as follows:

1.              Amendments to Original Non-Redemption Agreement.

(a)            Section 3 of the Original Non-Redemption Agreement. Section 3 of the Original Non-Redemption Agreement is hereby amended and restated as follows:

“Extension Payment. The Company, CR Financial Holdings, Inc. or CHLM Sponsor LLC, or their affiliates or designees (the “Contributors”), have agreed to pay Shareholder $0.04 per share for each one-month extension (the “Extension Payment”) for each Share that is not redeemed during the Term by wire of the Extension Payment to an account designated for such purpose in writing by Shareholder. With respect to each Extension Payment, the Contributors shall wire the Extension Payment to Shareholder on or prior to the applicable monthly termination date.”

2.              Miscellaneous.

(a)            Entire Agreement. The Original Non-Redemption Agreement, as amended by this Amendment, sets forth the entire agreement of the parties with respect to the subject matter hereof and thereof and supersedes all prior and contemporaneous understandings and agreements related thereto (whether written or oral), all of which are merged herein.

(b)            Ratification. Except as amended hereby, the terms and provisions of the Original Non-Redemption Agreement shall remain unchanged and in full force and effect. In the event of any conflict between the terms of the Original Non-Redemption Agreement and the terms of this Amendment, the terms of this Amendment shall govern and control.

(c)            Counterparts; Electronic Signatures. This Amendment may be executed in counterparts, each of which shall constitute an original, but all of which shall constitute one agreement. This Amendment shall become effective upon delivery to each party of an executed counterpart or the earlier delivery to each party of original, photocopied, or electronically transmitted signature pages that together (but need not individually) bear the signatures of all other parties.

(d)            Incorporation by Reference. Sections 8, 12, 13 and 14 of the Original Non-Redemption Agreement are hereby incorporated by reference herein mutatis mutandis.

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above.

Exhibit 10.2

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

PROMISSORY NOTE

Roth CH Acquisition V Co., a Delaware corporation (“Maker”), promises to pay to the order of the individuals or entities listed on Schedule A or their registered assigns or successors in interest (“Payees”) and according to their respective percentage ownership as set forth on Schedule A the principal sum of up to Seven Hundred Fifty Thousand Dollars ($750,000) in lawful money of the United States of America, on the terms and conditions described below. All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by Maker to such account or accounts as Payees may from time to time designate by written notice in accordance with the provisions of this Note.

If to Maker:

Roth CH Acquisition V Co.

888 San Clemente Drive, Suite 400

Newport Beach, CA 92660

If to the Representative:

CR Financial Holdings, Inc.
888 San Clemente Drive, Suite 400

Newport Beach, CA 92660

Notice shall be deemed given on the earlier of (i) actual receipt by the receiving party, (ii) the date shown on a facsimile or electronic transmission confirmation, (iii) the date reflected on a signed delivery receipt, or (iv) two (2) Business Days following tender of delivery or dispatch by express mail or delivery service. With respect to each Payee, notice shall be deemed given if delivered in accordance with the above requirements to the Representative.

IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed on the day and year first above written.