18,000,000 Units ROC ENERGY ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • December 7th, 2021 • ROC Energy Acquisition Corp. • Blank checks • New York
ROC Energy Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
ROC Energy Acquisition Corp. 16400 Dallas Parkway Dallas, TX 75248Securities Subscription Agreement • October 27th, 2021 • ROC Energy Acquisition Corp. • Blank checks • New York
This agreement (the “Agreement”) is entered into on September 2, 2021 by and between ROC Energy Holdings, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and ROC Energy Acquisition Corp., a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 4,312,500 shares of Common Stock, $0.0001 par value per share (the “Shares”), up to 562,500 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 14th, 2023 • ROC Energy Acquisition Corp. • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of February 13, 2023, by and among ROC Energy Acquisition Corp., a Delaware corporation (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 7th, 2021 • ROC Energy Acquisition Corp. • Blank checks • New York
This Agreement is made as of December 1, 2021 by and between ROC Energy Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • December 7th, 2021 • ROC Energy Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of December 1, 2021 (“Agreement”), by and among ROC ENERGY ACQUISITION CORP., a Delaware corporation (“Company”), the stockholders of the Company listed on Exhibit A hereto (the “Founders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York limited purpose trust company (“Escrow Agent”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 27th, 2023 • ROC Energy Acquisition Corp. • Oil & gas field machinery & equipment • Delaware
This Indemnification Agreement (this “Agreement”) is made and entered into as of June 20, 2023, by and between Drilling Tools International Corporation, a Delaware corporation (the “Company”), and ________________ (“Indemnitee”).
AGREEMENT AND PLAN OF MERGER by and among DRILLING TOOLS INTERNATIONAL CORPORATION, a Delaware corporation; DTI MERGER SUB I, INC., a Delaware corporation; DTI MERGER SUB II, LLC, a Delaware limited liability company; and SUPERIOR DRILLING PRODUCTS,...Merger Agreement • March 7th, 2024 • Drilling Tools International Corp • Oil & gas field machinery & equipment • Utah
THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of March 6, 2024, by and among Drilling Tools International Corporation, a Delaware corporation (“Parent”); DTI Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Acquisition Sub I”); DTI Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Acquisition Sub II”, and together with Acquisition Sub I, the “Acquisition Subs”); and Superior Drilling Products, Inc., a Utah corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • December 7th, 2021 • ROC Energy Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of December 1, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between ROC Energy Acquisition Corp., a Delaware corporation (the “Company”), and ROC Energy Holdings, LLC (the “Purchaser”).
SUBSCRIPTION AGREEMENTSubscription Agreement • April 24th, 2023 • ROC Energy Acquisition Corp. • Oil & gas field machinery & equipment • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this ___ day of ______________, 2023, by and between ROC Energy Holdings, LLC, a Delaware limited liability company (the “Sponsor”), ROC Energy Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned (“Subscriber” or “you”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Transaction Agreement (as defined below).
AGREEMENT AND PLAN OF MERGER dated as of February 13, 2023 by and among ROC Energy Acquisition Corp., ROC MERGER SUB, INC., and DRILLING TOOLS INTERNATIONAL HOLDINGS, INC.Merger Agreement • February 14th, 2023 • ROC Energy Acquisition Corp. • Blank checks • Delaware
RIGHTS AGREEMENTRights Agreement • December 7th, 2021 • ROC Energy Acquisition Corp. • Blank checks • New York
This Right Agreement (this “Agreement”) is made as of December 1, 2021 between ROC Energy Acquisition Corp., a Delaware corporation, with offices at 16400 Dallas Parkway, Dallas, Texas 75248 (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purposes trust company, with offices at 1 State Street, New York, New York 10004 (“Rights Agent”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 12th, 2024 • Drilling Tools International Corp • Oil & gas field machinery & equipment • Texas
This Amended and Restated Employment Agreement (this “Agreement”), is entered into between Drilling Tools International Corporation, a Delaware corporation (the “Company”), and Michael Wayne Domino, Jr. (“Employee”) effective as of March 11, 2024 (the “Effective Date”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • March 7th, 2024 • Drilling Tools International Corp • Oil & gas field machinery & equipment • Utah
This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of March 6, 2024, by and between Drilling Tools International Corporation, a Delaware corporation (“Parent”), and the persons set forth on Schedule A attached hereto (each, a “Shareholder” and, collectively, the “Shareholders”). Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among Parent, Superior Drilling Products, Inc., a Utah corporation (the “Company”), DTI Merger Sub I, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Acquisition Sub I”), and DTI Merger Sub II, LLC, a Delaware limited liability company and a wholly owned Subsidiary of Parent (“Acquisition Sub II”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 7th, 2021 • ROC Energy Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 1st day of December, 2021, by and among ROC Energy Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 20th, 2023 • Drilling Tools International Corp • Oil & gas field machinery & equipment • Texas
This Employment Agreement (this “Agreement”) dated as of September 1, 2013 (the “Effective Date”) is entered into between Directional Rentals, Inc., a Louisiana corporation (the “Company”), Robert Wayne Prejean (“Employee”) and, solely for purposes of Articles IV and V, Directional Rentals Holdings, Inc., a Delaware corporation (“Parent”).
COMPANY STOCKHOLDER SUPPORT AGREEMENTCompany Stockholder Support Agreement • February 14th, 2023 • ROC Energy Acquisition Corp. • Blank checks • Delaware
This COMPANY STOCKHOLDER SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of February [●], 2023, by and among Drilling Tools International Holdings, Inc., a Delaware corporation (the “Company”), ROC Energy Acquisition Corp., a Delaware corporation (the “Acquiror”), and the undersigned stockholders of the Company who hold Subject Shares (each, a “Company Stockholder”). Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Merger Agreement (as defined below).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • July 20th, 2023 • Drilling Tools International Corp • Oil & gas field machinery & equipment
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made and entered into as of June 20, 2023 (the “Effective Date”), between Drilling Tools International Holdings, Inc., a Delaware corporation (f/k/a Directional Rentals Holdings, Inc.) (“Assignor”), and Drilling Tools International Corporation, a Delaware corporation (f/k/a ROC Energy Acquisition Corp.) (“Assignee”).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • February 14th, 2023 • ROC Energy Acquisition Corp. • Blank checks • Delaware
This SPONSOR SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of February 13, 2023, by and among Drilling Tools International Holdings, Inc., a Delaware corporation (the “Company”), ROC Energy Acquisition Corp., a Delaware corporation (the “Acquiror” and as of immediately following the Effective Time, “PubCo”) and ROC Energy Holdings, LLC, a Delaware limited liability company (the “Sponsor”). Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Merger Agreement (as defined below).
FIRST AMENDMENT TO MONITORING AND OVERSIGHT AGREEMENTMonitoring and Oversight Agreement • July 20th, 2023 • Drilling Tools International Corp • Oil & gas field machinery & equipment
This FIRST AMENDMENT TO MONITORING AND OVERSIGHT AGREEMENT (this “Amendment”) is made and entered into as of February 13, 2023, between Drilling Tools International Holdings, Inc., a Delaware corporation (f/k/a Directional Rentals Holdings, Inc., together with its successors, the “Company”), and Hicks Holdings Operating LLC, a Texas limited liability company (together with its successors, “Monitor”).
MONITORING AND OVERSIGHT AGREEMENTMonitoring and Oversight Agreement • July 20th, 2023 • Drilling Tools International Corp • Oil & gas field machinery & equipment • Texas
This MONITORING AND OVERSIGHT AGREEMENT (this “Agreement”) is made and entered into effective as of January 27, 2012, between Directional Rentals Holdings, Inc., a Delaware corporation (together with its successors, the “Company”), and Hicks Holdings Operating LLC, a Texas limited liability company (together with its successors, “Monitor”).
EXHIBIT G FORM OF COMPANY STOCKHOLDER LOCK-UP AGREEMENTCompany Stockholder Lock-Up Agreement • February 14th, 2023 • ROC Energy Acquisition Corp. • Blank checks • Delaware
THIS COMPANY STOCKHOLDER LOCK-UP AGREEMENT (this “Agreement”) is dated as of [●], 2023, by and between the undersigned (the “Holder”) and ROC Energy Acquisition Corp. (prior to the Effective Time (as defined in the Merger Agreement (as defined below)), the “Acquiror,” and at and after the Effective Time, “PubCo”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Merger Agreement (as defined below).
EARLYBIRDCAPITAL, INC. New York, New York 10017 December 1, 2021Advisory Agreement • December 7th, 2021 • ROC Energy Acquisition Corp. • Blank checks • New York
This is to confirm our agreement (this “Agreement”) whereby ROC Energy Acquisition Corp., a Delaware corporation (“Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) to assist it in connection with the Company merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-260891) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 7th, 2023 • ROC Energy Acquisition Corp. • Oil & gas field machinery & equipment • New York
This Amendment to Investment Management Trust Agreement (this “Amendment Agreement”) is entered into effective as of June 6, 2023 (the “Effective Date”) by and between ROC Energy Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
EXHIBIT F FORM OF DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • February 14th, 2023 • ROC Energy Acquisition Corp. • Blank checks • Delaware
THIS DIRECTOR NOMINATION AGREEMENT (this “Agreement”) is made and entered into as of [●], 2023 (the “Effective Time”), by and between Drilling Tools International Corporation, a Delaware corporation (f/k/a ROC Energy Acquisition Corp.) (the “Company”), and ROC Energy Holdings, LLC, a Delaware limited liability company (the “Sponsor”). Capitalized terms used but not otherwise defined in this Agreement have the respective meanings given to them in the Merger Agreement (as defined below).
AMENDED AND RESTATED REVOLVING CREDIT, SECURITY AND GUARANTY AGREEMENT PNC BANK, NATIONAL ASSOCIATION (AS LENDER AND AS AGENT) WITH DRILLING TOOLS INTERNATIONAL, INC. AND CERTAIN OF ITS SUBSIDIARIES (BORROWERS) DRILLING TOOLS INTERNATIONAL CORPORATION...Revolving Credit, Security and Guaranty Agreement • June 27th, 2023 • ROC Energy Acquisition Corp. • Oil & gas field machinery & equipment
Amended and Restated Revolving Credit, Security and Guaranty Agreement (this “Agreement”) dated as of June 20, 2023, among DRILLING TOOLS INTERNATIONAL, INC., a Louisiana corporation (“DTI”), REAMCO, INC., a Louisiana corporation (“Reamco”), DRILLING TOOLS INTERNATIONAL CORP., a Canadian federal corporation (“DTI Canada”), PREMIUM TOOLS LLC, a Delaware limited liability company (“Premium Tools”), DOWNHOLE INSPECTION SOLUTIONS LLC (f/k/a DH INSPECTION SOLUTIONS, LLC), a Texas limited liability company (“DH Inspection”), SLICK TOOLS INTERNATIONAL LLC (F/K/A STINGER OIL TOOLS, LLC), a Texas limited liability company (“Slick Tools”), DATA AUTOMATION TECHNOLOGY LLC, a Texas limited liability company (“DAT”), DRILLING TOOLS SERVICES, INC., a Delaware corporation (“DTS”; collectively, together with DTI, Reamco, DTI Canada, Premium Tools, DH Inspection, Slick Tools, DAT and each other Person joined to this Agreement as a borrower from time to time, each a “Borrower” and collectively, the “Borr
ROC Energy Acquisition Corp. 16400 Dallas Parkway Dallas, Texas 75248 EarlyBirdCapital, Inc. New York, NY 10017Underwriting Agreement • December 7th, 2021 • ROC Energy Acquisition Corp. • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between ROC Energy Acquisition Corp., a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc. as representative (the “Representative”) of the several Underwriters named in Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one right to receive one-tenth of one share of Common Stock (each, a “Right”). Certain capitalized terms used herein are defined in paragraph 13 hereof.
EXCHANGE AGREEMENTExchange Agreement • June 27th, 2023 • ROC Energy Acquisition Corp. • Oil & gas field machinery & equipment • Delaware
This EXCHANGE AGREEMENT (this “Exchange Agreement”) is entered into this ___ day of _______, 2023, by and between ROC Energy Holdings, LLC, a Delaware limited liability company (the “Sponsor”), ROC Energy Acquisition Corp., a Delaware corporation (the “Company”), ROC Merger Sub, Inc., a Delaware corporation (“Merger Sub”), Drilling Tools International Holdings, Inc., a Delaware corporation (the “Target”), and the undersigned (“Exchangor” or “you”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Transaction Agreement (as defined below).
ROC Energy Acquisition Corp. 16400 Dallas Parkway Dallas, Texas 75248Service Agreement • November 19th, 2021 • ROC Energy Acquisition Corp. • Blank checks • New York
This letter agreement will confirm our agreement that, commencing on the first date (the “Effective Date”) that any securities of ROC Energy Acquisition Corp. (the “Company”) registered on the Company’s registration statement (the “Registration Statement”) for its initial public offering (the “IPO”) are listed on Nasdaq Global Market, and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Fifth Partners, LLC (“Fifth Partners”) shall make available to the Company certain general and administrative services, including office space, utilities and secretarial support as may be required by the Company from time to time, situated at 16400 Dallas Parkway, Dallas, Texas 75248 (or any successor location). In exchange therefor, the Company shall pay Fifth Partners the sum of $13,000
FIRST AMENDMENT TO SUBSCRIPTION AGREEMENTSubscription Agreement • June 27th, 2023 • ROC Energy Acquisition Corp. • Oil & gas field machinery & equipment
This First Amendment to Subscription Agreement (this “Amendment”), dated as of June __, 2023, is entered into by and among ROC Energy Acquisition Corp., a Delaware corporation (the “Company”), ROC Energy Holdings, LLC, a Delaware limited liability company (the “Sponsor”), ________________, a Delaware limited liability company (the “Subscriber”), and Drilling Tools International Holdings, Inc., a Delaware corporation (“Target”). Except as otherwise indicated, capitalized terms used but not defined herein shall have the meanings set forth in the Subscription Agreement (as defined below).
AMENDED AND RESTATED STOCK ESCROW AGREEMENTStock Escrow Agreement • June 9th, 2023 • ROC Energy Acquisition Corp. • Oil & gas field machinery & equipment • New York
THIS AMENDED AND RESTATED STOCK ESCROW AGREEMENT (this “Agreement”), dated as of June 8, 2023 (the “Effective Date”), is by and among ROC ENERGY ACQUISITION CORP., a Delaware corporation (the “Company”), the stockholders of the Company listed on Exhibit A hereto (the “Founders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York limited purpose trust company (the “Escrow Agent”).
FIRST AMENDMENT TO SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • June 27th, 2023 • ROC Energy Acquisition Corp. • Oil & gas field machinery & equipment
This First Amendment to Sponsor Support Agreement (this “Amendment”), dated as of June 20, 2023, is entered into by and among Drilling Tools International Holdings, Inc., a Delaware corporation (the “Company”), ROC Energy Acquisition Corp., a Delaware corporation (“Acquiror”), and ROC Energy Holdings, LLC, a Delaware limited liability company (the “Sponsor”). Except as otherwise indicated, capitalized terms used but not defined herein shall have the meanings set forth in the Sponsor Support Agreement (as defined below).
First Amendment to AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 9th, 2023 • ROC Energy Acquisition Corp. • Oil & gas field machinery & equipment
This First Amendment to Agreement and Plan of Merger (this “Amendment”), dated as of June 5, 2023, is entered into by and among ROC Energy Acquisition Corp., a Delaware corporation (“Acquiror”), ROC Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Drilling Tools International Holdings, Inc., a Delaware corporation (the “Company”). Except as otherwise indicated, capitalized terms used but not defined herein shall have the meanings set forth in the Merger Agreement (as defined below).
SHARE PURCHASE AGREEMENT by and among DRILLING TOOLS INTERNATIONAL, INC., CASING TECHNOLOGIES GROUP LIMITED, THE SHAREHOLDERS OF CASING TECHNOLOGIES GROUP LIMITED, and GREGORY JOHN HERRERA (in his capacity as Seller Representative) Dated as of March...Share Purchase Agreement • March 19th, 2024 • Drilling Tools International Corp • Oil & gas field machinery & equipment • Delaware
THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is dated as of March 15, 2024 and is entered into by and among Drilling Tools International, Inc., a Louisiana corporation (“Buyer”), Casing Technologies Group Limited, a private company limited by shares registered under the laws of Scotland under company registration number SC328867 (the “Company”), each of the shareholders of the Company listed on the signatures pages hereto (each, a “Seller” and, collectively, the “Sellers”), and Gregory John Herrera (the “Seller Representative”) solely in his capacity as the Seller Representative acting pursuant to the authority granted under Section 11.18. Buyer, the Company, the Sellers and the Seller Representative are sometimes collectively referred to herein as the “Parties” and individually as a “Party.”
ROC Energy Acquisition Corp. 16400 Dallas Parkway Dallas, Texas 75248Service Agreement • December 7th, 2021 • ROC Energy Acquisition Corp. • Blank checks • New York
This letter agreement will confirm our agreement that, commencing on the first date (the “Effective Date”) that any securities of ROC Energy Acquisition Corp. (the “Company”) registered on the Company’s registration statement (the “Registration Statement”) for its initial public offering (the “IPO”) are listed on Nasdaq Global Market, and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Fifth Partners, LLC (“Fifth Partners”) shall make available to the Company certain general and administrative services, including office space, utilities and secretarial support as may be required by the Company from time to time, situated at 16400 Dallas Parkway, Dallas, Texas 75248 (or any successor location). In exchange therefor, the Company shall pay Fifth Partners the sum of $13,000
AMENDMENT TO THE EMPLOYMENT AGREEMENT by and between DRILLING TOOLS INTERNATIONAL, INC. AND WAYNE PREJEANEmployment Agreement • July 20th, 2023 • Drilling Tools International Corp • Oil & gas field machinery & equipment
WHEREAS, Drilling Tools International, Inc., a Louisiana corporation (the “Company”), and Wayne Prejean (the “Employee”) have entered into that certain Employment Agreement effective as of April 1, 2017 (the “Agreement”); and
