CERTIFICATE OF AMENDMENT
CERTIFICATE OF INCORPORATION
ROTH CH ACQUISITION V CO.
I, Byron Roth, being the Chief Executive Officer of Roth CH Acquisition V Co., a corporation existing under the laws of the State of Delaware (the "Corporation"), do hereby certify as follows::
FIRST: The name of the Corporation is Roth CH Acquisition V Co.
SECOND: The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on November 5, 2020 (the "Certificate of Incorporation").
THIRD: The Certificate oflncorporation is hereby amended by striking Article FIFTH thereof in its entirety and substituting in lieu thereof a new Article FIFTH, which shall read in its entirety as follows:
"FIFTH: The total number of shares which the Corporation shall have authority to issue is ten million (10,000,000) shares of common stock, $0.0001 par value."
FOURTH: This Certificate of Amendment of the Certificate of Incorporation has been duly adopted by unanimous written consent of the Board of Directors of the Corporation and a vote of the sole holder of the issued and outstanding shares of common stock of the Corporation at a meeting duly held in accordance with the applicable provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.
[Signature page follows]
IN WITNESS WHEREOF, the undersigned has executed this Certificate on the 10th day of November 2020.
|/s/ Byron Roth|
|Name: Byron Roth|
|Title: Chief Executive Officer|