Exhibit
4.1


 


NUMBER
U-


 


SEE REVERSE FOR
CERTAIN DEFINITIONS


 


CUSIP
77118V 207


 


ROC
ENergy Acquisition Corp.


 


UNITS CONSISTING
OF ONE SHARE OF COMMON STOCK AND ONE RIGHT TO RECEIVE ONE-TENTH OF A SHARE OF COMMON STOCK


 


THIS CERTIFIES THAT                    is
the owner of                    Units.


 


Each
Unit (“Unit”) consists of one (1) share of common stock, par value $0.0001 per share (“Common Stock”),
of ROC Energy Acquisition Corp., a Delaware corporation (the “Company”), and one (1) right (“Right”).
Each Right entitles the holder to receive one-tenth (1/10) of a share of Common Stock upon the Company’s completion of an initial
merger, capital stock exchange, asset acquisition, or other similar business combination with one or more businesses or entities (a “Business
Combination”). The Common Stock and Right(s) comprising the Unit(s) represented by this certificate are not transferable separately
until ninety days following the IPO, unless EarlyBirdCapital, Inc. informs the Company of its decision to allow earlier separate trading,
except that in no event will the Common Stock and Rights be separately tradeable until the Company has filed an audited balance sheet
reflecting the Company’s receipt of the gross proceeds of its initial public offering and issued a press release announcing when
such separate trading will begin. The terms of the Rights are governed by a Rights Agreement, dated as of ___________, 2021, between
the Company and Continental Stock Transfer & Trust Company, as Rights Agent, and are subject to the terms and provisions contained
therein, all of which terms and provisions the holder of this certificate consents to by acceptance hereof. Copies of the Rights Agreement
are on file at the office of the Rights Agent at 1 State Street, 30th Floor, New York, New York 10004, and are available to any Rights
holder on written request and without cost.


 


This
certificate is not valid unless countersigned by the Transfer Agent and Registrar of the Company. Witness the facsimile seal of the Company
and the facsimile signatures of its duly authorized officers.


 


	By:  	 	 	
	President	 	Secretary





 






     


     


    

 


ROC Energy
Acquisition Corp.


 


The
Company will furnish without charge to each unitholder who so requests, a statement of the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or series thereof of the Company and the qualifications, limitations,
or restrictions of such preferences and/or rights.


 


The
following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written
out in full according to applicable laws or regulations:


 


	TEN COM	–	as tenants in common	 	UNIF GIFT MIN ACT	–		Custodian	
	TEN ENT	–	as tenants by the entireties	 	 	 	(Cust)		(Minor)
	 	 	 	 	 	 	 
	JT TEN	–	as joint tenants with right of	 	 	 	under Uniform Gifts to Minors Act

	 	 	survivorship and not as	 	 	 	 
	 	 	tenants in common	 	 	 	(State)


 


Additional abbreviations
may also be used though not in the above list.


 


For value received,                     
hereby sell, assign and transfer unto                     


 


PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE


 


 
	(PLEASE
    PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
	 
	 
	 


                              represented
by the within Certificate, and do hereby irrevocably constitute and appoint


 


                    
to transfer the said Units on the books of the within named Company with full power of substitution in the premises.


 


Dated                    


 
	 	Notice:
    The signature to this assignment must correspond with the name as written upon
    the face of the certificate in every particular, without alteration or enlargement or any change whatever.


 


Signature(s) Guaranteed:


 


	THE
    SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT
    UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 (OR ANY SUCCESSOR RULE).	 




 






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The holder(s) of
this certificate shall be entitled to receive a pro-rata portion of the funds from the trust account with respect to the common stock
underlying this certificate only in the event that (i) the Corporation is forced to liquidate because it does not consummate an initial
business combination within the period of time set forth in the Corporation’s Amended and Restated Certificate of Incorporation,
as the same may be amended from time to time (the “Charter”) or (ii) if the holder seeks to convert his shares upon
consummation of, or sell his shares in a tender offer in connection with, an initial business combination or in connection with certain
amendments to the Charter. In no other circumstances shall the holder(s) have any right or interest of any kind in or to the trust account.


 






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