0001104659-23-020482 Sample Contracts

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

Registration Rights Agreement • February 14th, 2023 • ROC Energy Acquisition Corp. • Blank checks • New York

• Contract Type
  Registration Rights Agreement
• Filed
  February 14th, 2023
• Company
  ROC Energy Acquisition Corp.
• Industry
  Blank checks
• Jurisdiction
  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”).

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

• Contract Type
  Merger Agreement
• Filed
  February 14th, 2023
• Company
  ROC Energy Acquisition Corp.
• Industry
  Blank checks
• Jurisdiction
  Delaware

COMPANY STOCKHOLDER SUPPORT AGREEMENT

Company Stockholder Support Agreement • February 14th, 2023 • ROC Energy Acquisition Corp. • Blank checks • Delaware

• Contract Type
  Company Stockholder Support Agreement
• Filed
  February 14th, 2023
• Company
  ROC Energy Acquisition Corp.
• Industry
  Blank checks
• Jurisdiction
  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).

SPONSOR SUPPORT AGREEMENT

Sponsor Support Agreement • February 14th, 2023 • ROC Energy Acquisition Corp. • Blank checks • Delaware

• Contract Type
  Sponsor Support Agreement
• Filed
  February 14th, 2023
• Company
  ROC Energy Acquisition Corp.
• Industry
  Blank checks
• Jurisdiction
  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).