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:
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”).
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”).
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”).
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”).
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”).
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.
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
