Exhibit 4.4


 


RIGHTS AGREEMENT


 


This Right Agreement (this
 “Agreement”) is made as of December [__], 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”).


 


WHEREAS, the Company is engaged
in an initial public offering (the “Offering”) of units of the Company’s equity securities (each, a “Unit”
and collectively, the “Units”) to EarlyBirdCapital, Inc. (the “Representative”),
as representative of the several underwriters, each such Unit comprised of one share of common stock of the Company, par value $0.0001
per share (“Common Stock”), one right to receive one-tenth of one share of Common Stock (each, a “Right”
and collectively, the “Rights”) upon the happening of an “Exchange Event” (defined
herein), and in connection therewith, has determined to issue and deliver up to 17,250,000 Rights (including up to 2,250,000 Rights subject
to the over-allotment option) to public investors in the Offering; and


 


WHEREAS, the Company has filed
with the Securities and Exchange Commission a registration statement on Form S-1, File No. 333-260891, and the prospectus forming
a part thereof (the “Prospectus”), for the registration under the Securities Act of 1933, as amended, of the
Units and each of the securities comprising the Units, and the shares of Common Stock underlying the Rights; and


 


WHEREAS, the Company desires
the Rights Agent to act on behalf of the Company, and the Rights Agent is willing to so act, in connection with the issuance, registration,
transfer and exchange of the Rights; and


 


WHEREAS, the Company desires
to provide for the form and provisions of the Rights, the terms upon which they shall be issued, and the respective rights, limitation
of rights, and immunities of the Company, the Rights Agent, and the holders of the Rights; and


 


WHEREAS, all acts and things
have been done and performed which are necessary to make the Rights, when executed on behalf of the Company and countersigned by or on
behalf of the Rights Agent, as provided herein, the valid, binding and legal obligations of the Company, and to authorize the execution
and delivery of this Agreement.


 


NOW, THEREFORE, in consideration
of the mutual agreements herein contained, the parties hereto agree as follows:


 


1.             Appointment
of Rights Agent. The Company hereby appoints the Rights Agent to act as agent for the Company for the Rights, and the Rights Agent
hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.


 


2.             Rights.


 


2.1.         Form of
Right. Each Right shall be issued in registered form only, shall be in substantially the form of Exhibit A hereto, the provisions
of which are incorporated herein and shall be signed by, or bear the facsimile signature of, the Chairman of the Board and the Secretary
of the Company and shall bear a facsimile of the Company’s seal. In the event the person whose facsimile signature has been placed
upon any Right shall have ceased to serve in the capacity in which such person signed the Right before such Right is issued, it may be
issued with the same effect as if he or she had not ceased to be such at the date of issuance.


 


2.2.         Effect
of Countersignature. Unless and until countersigned by the Rights Agent pursuant to this Agreement, a Right shall be invalid and of
no effect and may not be exchanged for shares of Common Stock.


 


2.3.         Registration.


 


2.3.1.          Right
Register. The Rights Agent shall maintain books (“Right Register”) for the registration of original
issuance and the registration of transfer of the Rights. Upon the initial issuance of the Rights, the Rights Agent shall issue and
register the Rights in the names of the respective holders thereof in such denominations and otherwise in accordance with
instructions delivered to the Rights Agent by the Company.


 






     


     


    

 


2.3.2.          Registered
Holder. Prior to due presentment for registration of transfer of any Right, the Company and the Rights Agent may deem and treat the
person in whose name such Right shall be registered upon the Right Register (“registered holder”) as the absolute
owner of such Right and of each Right represented thereby (notwithstanding any notation of ownership or other writing on the Right Certificate
made by anyone other than the Company or the Rights Agent), for the purpose of the exchange thereof, and for all other purposes, and neither
the Company nor the Rights Agent shall be affected by any notice to the contrary.


 


2.4.          Detachability
of Rights. The securities comprising the Units, including the Rights, will not be separately transferable until ten business days
following the earlier to occur of: (i) the 90th day following the date of the Prospectus or (ii) the announcement
by EarlyBirdCapital, Inc. of its intention to allow separate earlier trading, except that in no event will the securities comprising
the Units be separately tradeable until the Company files a Current Report on Form 8-K which includes an audited balance sheet reflecting
the receipt by the Company of the gross proceeds of the Offering including the proceeds received by the Company from the exercise of the
over-allotment option, if the over-allotment option is exercised by the date thereof and the Company issues a press release and files
a Current Report on Form 8-K announcing when such separate trading shall begin.


 


3.             Terms
and Exchange of Rights


 


3.1.          Rights.
Each Right shall entitle the holder thereof to receive one-tenth of one share of Common Stock upon the happening of an Exchange Event
(defined below). No additional consideration shall be paid by a holder of Rights in order to receive his, her or its shares of Common
Stock upon an Exchange Event as the purchase price for such shares of Common Stock has been included in the purchase price for the Units.
In no event will the Company be required to net cash settle the Rights. The provisions of this Section 3.1 may not be modified, amended
or deleted without the prior written consent of the Representatives.


 


3.2.         Exchange
Event. An “Exchange Event” shall occur upon the Company’s consummation of an initial Business Combination
(as defined in the Company’s Amended and Restated Certificate of Incorporation).


 


3.3.         Exchange
of Rights.


 


3.3.1.          Issuance
of Shares of Common Stock. As soon as practicable upon the occurrence of an Exchange Event, the Company shall direct holders of the
Rights to return their Rights Certificates to the Rights Agent. Upon receipt of a valid Rights Certificate, the Company shall issue to
the registered holder of such Right(s) a certificate or certificates, or book entry position, for the number of full shares Common
Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it. Notwithstanding the foregoing,
or any provision contained in this Agreement to the contrary, in no event will the Company be required to net cash settle the Rights.
The Company shall not issue fractional shares upon exchange of Rights. At the time of an Exchange Event, the Company will either instruct
the Rights Agent to round up to the nearest whole share of Common Stock or otherwise inform it how fractional shares will be addressed,
in accordance with Section 155 of the Delaware General Corporation Law. Each holder of a Right will be required to affirmatively
convert his, her or its rights in order to receive the 1/10 of a share underlying each right (without paying any additional consideration)
upon consummation of the Exchange Event. Each holder of a Right will be required to indicate his, her or its election to convert the Rights
into the underlying shares as well as to return the original certificates evidencing the Rights to the Company.


 


3.3.2.          Valid
Issuance. All shares of Common Stock issued upon an Exchange Event in conformity with this Agreement shall be validly issued, fully
paid and nonassessable.


 


3.3.3.          Date
of Issuance. Each person in whose name any book entry position or certificate for shares of Common Stock is issued shall for all purposes
be deemed to have become the holder of record of such shares on the date of the Exchange Event, irrespective of the date of delivery of
such certificate.


 


3.3.4           Company
Not Surviving Following Exchange Event. Upon an Exchange Event in which the Company does not continue as the publicly held
reporting entity, the definitive agreement will provide for the holders of Rights to receive the same per share consideration the
holders of the shares of Common Stock will receive in such transaction, for the number of shares such holder is entitled to pursuant
to Section 3.3.1 above.


 






     


     


    

 


3.5          Duration
of Rights. If an Exchange Event does not occur within the time period set forth in the Company’s Amended and Restated Certificate
of Incorporation, as the same may be amended from time to time, the Rights shall expire and shall be worthless.


 


4.             Transfer
and Exchange of Rights.


 


4.1.         Registration
of Transfer. The Rights Agent shall register the transfer, from time to time, of any outstanding Right upon the Right Register, upon
surrender of such Right for transfer, properly endorsed with signatures properly guaranteed and accompanied by appropriate instructions
for transfer. Upon any such transfer, a new Right representing an equal aggregate number of Rights shall be issued and the old Right shall
be cancelled by the Rights Agent. The Rights so cancelled shall be delivered by the Rights Agent to the Company from time to time upon
request.


 


4.2.         Procedure
for Surrender of Rights. Rights may be surrendered to the Rights Agent, together with a written request for exchange or transfer,
and thereupon the Rights Agent shall issue in exchange therefor one or more new Rights as requested by the registered holder of the Rights
so surrendered, representing an equal aggregate number of Rights; provided, however, that in the event that a Right surrendered for transfer
bears a restrictive legend, the Rights Agent shall not cancel such Right and issue new Rights in exchange therefor until the Rights Agent
has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether the new Rights must also
bear a restrictive legend.


 


4.3.         Fractional
Rights. The Rights Agent shall not be required to effect any registration of transfer or exchange which will result in the issuance
of a Right Certificate for a fraction of a Right.


 


4.4.         Service
Charges. No service charge shall be made for any exchange or registration of transfer of Rights.


 


4.5.         Right
Execution and Countersignature. The Rights Agent is hereby authorized to countersign and to deliver, in accordance with the terms
of this Agreement, the Rights required to be issued pursuant to the provisions of this Section 4, and the Company, whenever required
by the Rights Agent, will supply the Rights Agent with Rights duly executed on behalf of the Company for such purpose.


 


5.             Other
Provisions Relating to Rights of Holders of Rights.


 


5.1.         No
Rights as Shareholder. Until exchange of a Right for shares of Common Stock as provided for herein, a Right does not entitle the registered
holder thereof to any of the rights of a shareholder of the Company, including, without limitation, the right to receive dividends, or
other distributions, exercise any preemptive rights to vote or to consent or to receive notice as shareholders in respect of the meetings
of shareholders or the election of directors of the Company or any other matter.


 


5.2.         Lost,
Stolen, Mutilated, or Destroyed Rights. If any Right is lost, stolen, mutilated, or destroyed, the Company and the Rights Agent may
on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated Right, include
the surrender thereof), issue a new Right of like denomination, tenor, and date as the Right so lost, stolen, mutilated, or destroyed.
Any such new Right shall constitute a substitute contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated,
or destroyed Right shall be at any time enforceable by anyone.


 


5.3.         Reservation
of Common Stock. The Company shall at all times reserve and keep available a number of its authorized but unissued shares of Common
Stock that will be sufficient to permit the exchange of all outstanding Rights issued pursuant to this Agreement.


 






     


     


    

 


6.             Concerning
the Rights Agent and Other Matters.


 


6.1.         Payment
of Taxes. The Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Rights
Agent in respect of the issuance or delivery of shares of Common Stock upon the exchange of Rights, but the Company shall not be obligated
to pay any transfer taxes in respect of the Rights or such shares.


 


6.2.         Resignation,
Consolidation, or Merger of Rights Agent.


 


6.2.1.          Appointment
of Successor Rights Agent. The Rights Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from
all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the office of the
Rights Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor Rights
Agent in place of the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after it has been notified
in writing of such resignation or incapacity by the Rights Agent or by the holder of the Right (who shall, with such notice, submit his,
her or its Right for inspection by the Company), then the holder of any Right may apply to the Supreme Court of the State of New York
for the County of New York for the appointment of a successor Rights Agent at the Company’s cost. Any successor Rights Agent, whether
appointed by the Company or by such court, shall be a corporation organized and existing under the laws of the State of New York, in good
standing and having its principal office in the Borough of Manhattan, City and State of New York, and authorized under such laws to exercise
corporate trust powers and subject to supervision or examination by federal or state authority. After appointment, any successor Rights
Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Rights Agent with
like effect as if originally named as Rights Agent hereunder, without any further act or deed; but if for any reason it becomes necessary
or appropriate, the predecessor Rights Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such
successor Rights Agent all the authority, powers, and rights of such predecessor Rights Agent hereunder; and upon request of any successor
Rights Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually
vesting in and confirming to such successor Rights Agent all such authority, powers, rights, immunities, duties, and obligations.


 


6.2.2.          Notice
of Successor Rights Agent. In the event a successor Rights Agent shall be appointed, the Company shall give notice thereof to the
predecessor Rights Agent and the transfer agent for the Common Stock not later than the effective date of any such appointment.


 


6.2.3.          Merger
or Consolidation of Rights Agent. Any corporation into which the Rights Agent may be merged or with which it may be consolidated or
any corporation resulting from any merger or consolidation to which the Rights Agent shall be a party shall be the successor Rights Agent
under this Agreement without any further act.


 


6.3.          Fees
and Expenses of Rights Agent.


 


6.3.1.          Remuneration.
The Company agrees to pay the Rights Agent reasonable remuneration for its services as such Rights Agent hereunder and will reimburse
the Rights Agent upon demand for all expenditures that the Rights Agent may reasonably incur in the execution of its duties hereunder.


  


6.3.2.          Further
Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged, and
delivered all such further and other acts, instruments, and assurances as may reasonably be required by the Rights Agent for the carrying
out or performing of the provisions of this Agreement.


 


6.4.          Liability
of Rights Agent.


 


6.4.1.          Reliance
on Company Statement. Whenever in the performance of its duties under this Agreement, the Rights Agent shall deem it necessary
or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such
fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved
and established by a statement signed by the Chief Executive Officer or Chief Financial Officer and delivered to the Rights Agent.
The Rights Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions of
this Agreement.


 






     


     


    

 


6.4.2.          Indemnity.
The Rights Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. Subject to Section 6.6
below, the Company agrees to indemnify the Rights Agent and save it harmless against any and all liabilities, including judgments, costs
and reasonable counsel fees, for anything done or omitted by the Rights Agent in the execution of this Agreement except as a result of
the Rights Agent’s gross negligence, willful misconduct, or bad faith.


 


6.4.3.          Exclusions.
The Rights Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution
of any Right (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition
contained in this Agreement or in any Right; nor shall it by any act hereunder be deemed to make any representation or warranty as to
the authorization or reservation of any Common Stock to be issued pursuant to this Agreement or any Right or as to whether any Common
Stock will when issued be valid and fully paid and nonassessable.


 


6.5.         Acceptance
of Agency. The Rights Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the terms
and conditions herein set forth.


 


6.6          Waiver.
The Rights Agent hereby waives any right of set-off or any other right, title, interest or claim of any kind (“Claim”)
in, or to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date
hereof, by and between the Company and the Rights Agent as trustee thereunder) and hereby agrees not to seek recourse, reimbursement,
payment or satisfaction for any Claim against the Trust Account for any reason whatsoever.


 


7.             Miscellaneous
Provisions.


 


7.1.         Successors.
All the covenants and provisions of this Agreement by or for the benefit of the Company or the Rights Agent shall bind and inure to the
benefit of their respective successors and assigns.


 


7.2.         Notices.
Any notice, statement or demand authorized by this Agreement to be given or made by the Rights Agent or by the holder of any Right to
or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private
courier service within five days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by
the Company with the Rights Agent), as follows:


 


ROC Energy Acquisition Corp.


16400 Dallas Parkway


Dallas, Texas 75248


Attn: [____________]


 


Any notice, statement or demand authorized by
this Agreement to be given or made by the holder of any Right or by the Company to or on the Rights Agent shall be sufficiently given
when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five days after deposit
of such notice, postage prepaid, addressed (until another address is filed in writing by the Rights Agent with the Company), as follows:


 


Continental Stock Transfer & Trust Company


1 State Street


New York, New York 10004


Attn: Compliance Department


 


with a copy to:


 


EarlyBirdCapital, Inc.


366 Madison Avenue, 8th Floor


New York, New York 10017





Attention: Steven Levine


 






     


     


    

 


7.3.         Applicable
Law. The validity, interpretation, and performance of this Agreement and of the Rights shall be governed in all respects by the laws
of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive
laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against it arising out of or relating in
any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for
the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby
waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any such process or summons
to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested,
postage prepaid, addressed to it at the address set forth in Section 7.2 hereof. Such mailing shall be deemed personal service and
shall be legal and binding upon the Company in any action, proceeding or claim. Notwithstanding the foregoing, the provisions of this
paragraph will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the
federal district courts of the United States of America are the sole and exclusive forum.


 


Any person or entity purchasing
or otherwise acquiring any interest in the Rights shall be deemed to have notice of and to have consented to the forum provisions in this Section
7.3. If any action, the subject matter of which is within the scope the forum provisions above, is filed in a court other than a court
located within the State of New York or the United States District Court for the Southern District of New York (a “foreign
action”) in the name of any right holder, such right holder shall be deemed to have consented to: (x) the personal jurisdiction
of the state and federal courts located within the State of New York or the United States District Court for the Southern District of
New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”),
and (y) having service of process made upon such right holder in any such enforcement action by service upon such right holder’s
counsel in the foreign action as agent for such right holder.


 


7.4.         Persons
Having Rights under this Agreement. Nothing in this Agreement expressed and nothing that may be implied from any of the provisions
hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto and the
registered holders of the Rights and, for the purposes of Sections 3.1, 7.4 and 7.8 hereof, the Representatives, any right, remedy,
or claim under or by reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. The Representatives
shall be deemed to be third-party beneficiaries of this Agreement with respect to Sections 3.1, 7.4 and 7.8 hereof. All covenants,
conditions, stipulations, promises, and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties
hereto (and the Representatives with respect to the Sections 3.1, 7.4 and 7.8 hereof) and their successors and assigns and of the
registered holders of the Rights. The provisions of this Section 7.4 may not be modified, amended or deleted without the prior
written consent of the Representatives.


 


7.5.         Examination
of the Right Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Rights Agent in the
Borough of Manhattan, City and State of New York, for inspection by the registered holder of any Right. The Rights Agent may require any
such holder to submit his, her or its Right for inspection by it.


 


7.6.         Counterparts.
This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes
be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


7.7.         Effect
of Headings. The Section headings herein are for convenience only and are not part of this Agreement and shall not affect the
interpretation thereof.


 






     


     


    

 


7.8          Amendments.
This Agreement may be amended by the parties hereto without the consent of any registered holder for the purpose of curing any
ambiguity, or of curing, correcting or supplementing any defective provision contained herein or adding or changing any other
provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that
the parties deem shall not adversely affect the interest of the registered holders. All other modifications or amendments shall
require the written consent or vote of the registered holders of a majority of the then outstanding Rights. The provisions of this
Section 7.8 may not be modified, amended or deleted without the prior written consent of the Representatives.


 


7.9          Severability.
This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the
validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable
term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to
such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


[Signature Page Follows]


 






     


     


    

 


IN WITNESS WHEREOF, this Agreement has been duly
executed by the parties hereto as of the day and year first above written.


 


	 	ROC ENERGY ACQUISITION CORP.
	 	 	 
	 	By:	 
	 	 	Name: Daniel Jeffrey Kimes
	 	 	Title:  Chief Executive Officer
	 	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY
	 	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title: Vice President


 


[Signature Page to Rights Agreement]


 






     


     


    

 


Exhibit A


 


Form of Right


 


NUMBER



 


ROC ENERGY ACQUISITION CORP.


INCORPORATED UNDER THE LAWS OF DELAWARE


 


RIGHT


 


SEE REVERSE FOR


CERTAIN DEFINITIONS


 


CUSIP 77118V 207


 


THIS CERTIFIES THAT, for value
received


 


is the registered holder of a right or rights (the “Right”
or “Rights,” respectively) to receive one-tenth of one share of common stock, par value $0.0001 per share (“Common Stock”),
of ROC Energy Acquisition Corp., a Delaware corporation (the “Company”), for each Right evidenced by this Right Certificate
on the Company’s completion of an initial business combination (as defined in the prospectus relating to the Company’s initial
public offering (“Prospectus”)) upon surrender of this Right Certificate pursuant to the Rights Agreement (the “Rights
Agreement”) between the Company and Continental Stock Transfer & Trust Company (the “Rights Agent”). In no event
will the Company be required to net cash settle any Right.


 


Upon liquidation of the Company in the event an initial business combination
is not consummated during the required period as identified in the Company’s Amended and Restated Certificate of Incorporation,
as the same may be amended from time to time, the Right(s) shall expire and be worthless. The holder of a Right or Rights shall have no
right or interest of any kind in the Company’s trust account (as defined in the Prospectus).


 


Upon due presentment for registration of transfer of the Right Certificate
at the office or agency of the Rights Agent a new Right Certificate or Right Certificates of like tenor and evidencing in the aggregate
a like number of Rights shall be issued to the transferee in exchange for this Right Certificate, without charge except for any applicable
tax or other governmental charge.


 


The Company and the Rights Agent may deem and treat the registered
holder as the absolute owner of this Right Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone),
for the purpose of any conversion hereof, of any distribution to the registered holder, and for all other purposes, and neither the Company
nor the Rights Agent shall be affected by any notice to the contrary.


 


Holders of a Right or Rights are not entitled to any of the rights
of a stockholder of the Company.


 


Dated:


 


	 	 	[Corporate Seal]	 	 
	 	 	 	 	 
	Secretary	 	Delaware	 	Chairman of the Board 





 






     


     


    

 


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 survivorship and not as tenants in common	 	under U.S. Uniform Gifts to Minors Act

 ______________


 


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


 


ROC ENERGY ACQUISITION CORP.


 


The Company will furnish without charge to each
shareholder who so requests 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.
This certificate and the rights represented thereby are issued and shall be held subject to all the provisions of the Rights Agreement,
and all amendments thereto, to all of which the holder of this certificate by acceptance hereof assents.


 


For value received, ___________________________
hereby sell(s), assign(s) and transfer(s) unto


 


PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE


 


	 


 


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


 


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


 


___________________________________________________________________________________Attorney
to transfer the said rights on the books of the within named Company will 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) SHOULD 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).