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”).
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 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 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 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).
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).
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).
