Exhibit 10.1


 


December 1, 2021


 


ROC Energy Acquisition
Corp.


16400 Dallas Parkway


Dallas, Texas 75248


 


EarlyBirdCapital, Inc.


366 Madison Ave
8th Floor


New York, NY 10017


 


	 	Re:	Initial Public Offering


 


Gentlemen:


 


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.


 


In order to induce the Company
and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO, and in recognition of the benefit that such
IPO will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the undersigned hereby agrees with the Company as follows:


 


1. If the Company solicits
approval of its stockholders of a Business Combination, the undersigned will vote all shares of Common Stock beneficially owned by him,
her, or it, whether acquired before, in, or after the IPO, in favor of such Business Combination.


 


2. (a) In the event that
the Company fails to consummate a Business Combination 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 “Certificate of Incorporation”), the undersigned
will, as promptly as possible, cause the Company to pay in cash to the holders of IPO Shares a per-share price equal to the aggregate
amount then on deposit in the Trust Account, including interest earned on the Trust Account net of interest released to the Company as
permitted pursuant to the Trust Agreement, divided by the number of then outstanding IPO Shares.


 


(b) The undersigned hereby
waives any and all right, title, interest or claim of any kind in or to any distribution of the Trust Account (“Claim”)
with respect to the shares of Founders’ Common Stock owned by the undersigned and hereby waives any Claim the undersigned may have
in the future as a result of, or arising out of, any contracts or agreements with the Company and will not seek recourse against the Trust
Account for any reason whatsoever. The undersigned acknowledges and agrees that there will be no distribution from the Trust Account with
respect to any Rights, all rights of which will terminate on the Company’s liquidation.


 


(c) In the event of the
liquidation of the Trust Account, ROC Energy Holding, LLC (“Sponsor”) agrees to indemnify and hold harmless
the Company for any debts and obligations to target businesses or vendors or other entities that are owed money by the Company for services
rendered or contracted for or products sold to the Company, but only to the extent necessary to ensure that such debt or obligation does
not reduce the amount of funds in the Trust Account below $10.10 per share; provided that such indemnity shall not apply (i) if such
vendor or prospective target business executed an agreement waiving any right, title, interest or claim of any kind they may have in or
to any monies held in the Trust Account, or (ii) as to any claims under the Company’s obligation to indemnify the Underwriters
against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).


 






     


     


    

 


3. The undersigned acknowledges
and agrees that prior to entering into a Business Combination with a target business that is affiliated with any Insiders of the Company
or their affiliates, such transaction must be approved by a majority of the Company’s disinterested independent directors and the
Company must obtain an opinion from an independent investment banking firm, or another independent entity that commonly renders valuation
opinions, that such Business Combination is fair to the Company’s unaffiliated stockholders from a financial point of view.


 


4. Neither the undersigned
nor any affiliate of the undersigned will be entitled to receive and will not accept any compensation or other cash payment prior to,
or for services rendered in order to effectuate, the consummation of the Business Combination; provided that the Company shall be allowed
to make the payments set forth in the Registration Statement under the caption “Prospectus Summary – The Offering –
Limited payments to insiders.” At the closing of the Business Combination, the Company may also pay consulting, success or finder
fees to the undersigned or their respective affiliates in the event that such persons provide the Company with specific target company,
industry, financial or market expertise, as well as insights, relationships, services or resources in order to assess, negotiate and consummate
the Business Combination. The amount of any such fee, which shall not exceed an aggregate of $500,000 will be based upon the prevailing
market for similar services for comparable transactions at such time, and will be subject to the review of the Company's audit committee
pursuant to the audit committee's policies and procedures relating to transactions that may present conflicts of interest.


 


5. (a) The undersigned
will place into escrow all shares of Founders’ Common Stock owned by him/her/it pursuant to the terms of a Stock Escrow Agreement
which the Company will enter into with the undersigned and an escrow agent.


 


(b) The undersigned agrees
that the Private Units and underlying securities will not be transferable until 30 days after the completion of a Business Combination.
Notwithstanding the foregoing, transfers of such securities are permitted (a) to the Company’s officers or directors, any affiliate
or family member of any of the Company’s officers or directors, any affiliate of the Sponsor or to any members of the Sponsor or
any of their affiliates; (b) in the case of an individual, by gift to a member of such individual’s immediate family or to
a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable
organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (d) in
the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection
with any forward purchase agreement or similar arrangement or in connection with the consummation of an initial Business Combination at
prices no greater than the price at which the securities were originally purchased; (f) in the event of the Company’s liquidation
prior to the completion of an initial Business Combination; (g) by virtue of the laws of the State of Delaware or the Sponsor’s
limited liability company agreement upon dissolution of the Sponsor; or (h) in the event of the Company’s liquidation, merger,
capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange
their shares of common stock for cash, securities or other property subsequent to the Company’s completion of an initial Business
Combination; provided, however, that in the case of clauses (a) through (e) or (g), these permitted transferees must enter into
a written agreement with the Company agreeing to be bound by the transfer restrictions herein and the other restrictions contained in
this Agreement (including provisions relating to voting, the Trust Account and liquidating distributions).


 


6. (a) In order to minimize
potential conflicts of interest that may arise from multiple corporate affiliations, the undersigned hereby agrees that until the earliest
of the Company’s initial Business Combination or liquidation, the undersigned shall present to the Company for its consideration,
prior to presentation to any other entity, any suitable target business, subject to any pre-existing fiduciary or contractual obligations
the undersigned might have.


 


(b) The undersigned hereby
agrees and acknowledges that (i) each of the Underwriters and the Company may be irreparably injured in the event of a breach of
any of the obligations contained in this letter, (ii) monetary damages may not be an adequate remedy for such breach and (iii) the
non-breaching party shall be entitled to injunctive relief, in addition to any other remedy that such party may have in law or in equity,
in the event of such breach.


 






     


     


    

 


7. Each of the undersigned
individuals agrees to be the director or officer of the Company as described in the Registration Agreement until the earlier of the consummation
by the Company of a Business Combination or the liquidation of the Company. Each of the undersigned individuals’ biographical information
previously furnished to the Company and the Representative is true and accurate in all respects, does not omit any material information
with respect to the undersigned’s background and contains all of the information required to be disclosed pursuant to Item 401 of
Regulation S-K, promulgated under the Securities Act. The undersigned’s FINRA Questionnaire previously furnished to the Company
and the Representative is true and accurate in all respects. The undersigned represents and warrants that:


 


(a) he/she/it has never
had a petition under the federal bankruptcy laws or any state insolvency law been filed by or against (i) him/her/it or any partnership
in which he/she/it was a general partner at or within two years before the time of filing; or (ii) any corporation or business association
of which he/she/it was an executive officer at or within two years before the time of such filing;


 


(b) he/she/it has never
had a receiver, fiscal agent or similar officer been appointed by a court for his/her/its business or property, or any such partnership;


 


(c) he/she/it has never been convicted of
fraud in a civil or criminal proceeding;


 


(d) he/she/it/ has never
been convicted in a criminal proceeding or named the subject of a pending criminal proceeding (excluding traffic violations and minor
offenses);


 


(e) he/she/it has never
been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining or otherwise limiting him/her/it from (i) acting as a futures commission merchant, introducing
broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by
the Commodity Futures Trading Commission (“CFTC”) or an associated person of any of the foregoing, or as an
investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company,
bank, savings and loan association or insurance company, or from engaging in or continuing any conduct or practice in connection with
any such activity; or (ii) engaging in any type of business practice; or (iii) engaging in any activity in connection with the
purchase or sale of any security or commodity or in connection with any violation of federal or state securities or federal commodities
laws;


 


(f) he/she/it has never
been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority
barring, suspending or otherwise limiting for more than 60 days his/her/its right to engage in any activity described in 9(e)(i) above,
or to be associated with persons engaged in any such activity;


 


(g) he/she/it has never
been found by a court of competent jurisdiction in a civil action or by the SEC to have violated any federal or state securities law,
where the judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended or vacated;


 


(h) he/she/it has never
been found by a court of competent jurisdiction in a civil action or by the CFTC to have violated any federal commodities law, where the
judgment in such civil action or finding by the CFTC has not been subsequently reversed, suspended or vacated;


 


(i) he/she/it has never
been the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree or finding, not subsequently
reversed, suspended or vacated, relating to an alleged violation of (i) any Federal or State securities or commodities law or regulation,
(ii) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or
permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and desist order, or removal
or prohibition order or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity;


 


(j) he/she/it has never
been the subject of, or party to, any sanction or order, not subsequently reversed, suspended or vacated, or any self-regulatory organization,
any registered entity, or any equivalent exchange, association, entity or organization that has disciplinary authority over its members
or persons associated with a member;


 






     


     


    

 


(k) he/she/it has never
been convicted of any felony or misdemeanor: (i) in connection with the purchase or sale of any security; (ii) involving the
making of any false filing with the SEC; or (iii) arising out of the conduct of the business of an underwriter, broker, dealer, municipal
securities dealer, investment advisor or paid solicitor of purchasers of securities;


 


(l) he/she/it was never
subject to a final order of a state securities commission (or an agency of officer of a state performing like functions); a state authority
that supervises or examines banks, savings associations, or credit unions; a state insurance commission (or an agency or officer of a
state performing like functions); an appropriate federal banking agency; the Commodity Futures Trading Commission; or the National Credit
Union Administration that is based on a violation of any law or regulation that prohibits fraudulent, manipulative, or deceptive conduct;


 


(m) he/she/it has never
been subject to any order, judgment or decree of any court of competent jurisdiction, that, at the time of such sale, restrained or enjoined
him/her/it from engaging or continuing to engage in any conduct or practice: (i) in connection with the purchase or sale of any security;
(ii) involving the making of any false filing with the SEC; or (iii) arising out of the conduct of the business of an underwriter,
broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities;


 


(n) he/she/it has never
been subject to any order of the SEC that orders him/her/it to cease and desist from committing or causing a future violation of: (i) any
scienter-based anti-fraud provision of the federal securities laws, including, but not limited to, Section 17(a)(1) of the Securities
Act, Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, and Section 206(1) of the Advisers Act or any
other rule or regulation thereunder; or (ii) Section 5 of the Securities Act;


 


(o) he/she/it has never
been named as an underwriter in any registration statement or Regulation A offering statement filed with the SEC that was the subject
of a refusal order, stop order, or order suspending the Regulation A exemption, or is, currently, the subject of an investigation or proceeding
to determine whether a stop order or suspension order should be issued;


 


(p) he/she/it has never
been subject to a United States Postal Service false representation order, or is currently subject to a temporary restraining order or
preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining
money or property through the mail by means of false representations;


 


(q) he/she/it is not
subject to a final order of a state securities commission (or an agency of officer of a state performing like functions); a state authority
that supervises or examines banks, savings associations, or credit unions; a state insurance commission (or an agency or officer of a
state performing like functions); an appropriate federal banking agency; the Commodity Futures Trading Commission; or the National Credit
Union Administration that bars the undersigned from: (i) association with an entity regulated by such commission, authority, agency
or officer; (ii) engaging in the business of securities, insurance or banking; or (iii) engaging in savings association or credit
union activities;


 


(r) he/she/it is not
subject to an order of the SEC entered pursuant to section 15(b) or 15B(c) of the Exchange Act, or section 203(e) or 203(f) of
the Investment Advisers Act of 1940, as amended (the “Advisers Act”), that: (i) suspends or revokes the undersigned’s
registration as a broker, dealer, municipal securities dealer or investment adviser; (ii) places limitations on the activities, functions
or operations of, or imposes civil money penalties on, such person; or (iii) bars the undersigned from being associated with any
entity or from participating in the offering of any penny stock; and


 


(s) he/she/it has never
been suspended or expelled from membership in, or suspended or barred from association with a member of, a securities self-regulatory
organization (e.g., a registered national securities exchange or a registered national or affiliated securities association) for any act
or omission to act constituting conduct inconsistent with just and equitable principles of trade.


 


8. The undersigned has full
right and power, without violating any agreement by which he, she or it is bound, to enter into this letter agreement and to serve as
a director and/or officer of the Company.


 






     


     


    

 


9. The undersigned hereby
waives any right to exercise conversion rights with respect to any shares of the Company’s Common Stock owned or to be owned by
the undersigned, directly or indirectly (or to sell such shares to the Company in a tender offer), whether such shares be part of the
Founders’ Common Stock or shares purchased by the undersigned in the IPO or in the aftermarket, and agrees not to seek conversion
with respect to such shares in connection with any vote to approve a Business Combination (or sell such shares to the Company in a tender
offer in connection with such a Business Combination).


 


10. The undersigned hereby
agrees to not propose, or vote in favor of, an amendment to Article Sixth of the Certificate of Incorporation prior to the consummation
of a Business Combination unless the Company provides public stockholders with the opportunity to convert their shares of Common Stock
upon such approval in accordance with such Article Sixth thereof.


 


11. (a) In the event
that the Company does not consummate a Business Combination and must liquidate and its remaining net assets are insufficient to complete
such liquidation, Sponsor agrees to advance such funds necessary to complete such liquidation and agrees not to seek repayment for such
expenses.


 


(b) In the event that
the Company is not able to consummate a Business Combination within 12 months and Sponsor requests that the Company extends the period
of time to consummate a business combination up to two times, each by an additional three-month period pursuant to the Company’s
Certificate of Incorporation (each an “Extension”), for each Extension the Sponsor will, upon five days advance
notice prior to the applicable deadline, deposit into the Trust Account $1,800,000, or $2,070,000 if the underwriters’ over-allotment
option is exercised in full ($0.10 per Unit in either case) pursuant to the terms of the Certificate of Incorporation and the Trust Agreement.
Any such payments will be made in the form of non-interest bearing loans. If the Company completes its initial Business Combination, the
Company will, at the option of the Sponsor, either (i) repay such loaned amounts out of the proceeds of the Trust Account released
to the Company or (ii) convert a portion or all of the total loan amount into units at a price of $10.00 per unit, which units will
be identical to the Private Units. If the Company does not complete a Business Combination within the applicable period of time, the loans
will not be repaid, and Sponsor agrees to waive its right to be repaid such loans. Sponsor is under no obligation to fund the Trust Account
to extend the time for the Company to complete its initial Business Combination.


 


12. This letter agreement
shall be governed by and construed and enforced in accordance with 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. Each of the Company and the undersigned
hereby (i) agrees that any action, proceeding or claim against him arising out of or relating in any way to this letter agreement
(a “Proceeding”) shall be brought and enforced in the courts of the State of New York of the United States of
America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive and
(ii) waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.


 


13. As used herein, (i) a
 “Business Combination” means a merger, share exchange, asset acquisition, stock purchase, recapitalization,
reorganization or other similar business combination with one or more businesses or entities; (ii) “Insiders”
means all officers, directors and sponsor of the Company immediately prior to the IPO; (iii) “Founders’ Common
Stock” means all of the shares of Common Stock of the Company acquired by an Insider prior to the IPO; (iv) “IPO
Shares” means the shares of Common Stock issued in the Company’s IPO; (v) “Private Units”
means the Units that are being sold privately by the Company to the Sponsor simultaneously with the consummation of the IPO; (vi) “Trust
Agreement” means the Investment Management Trust Agreement between the Company and Continental Stock Transfer &
Trust Company being entered into in connection with the IPO and governing the use of funds held in the Trust Account; (vii) “Trust
Account” means the trust account into which a portion of the net proceeds of the IPO will be deposited; and (viii) “Registration
Statement” means the Company’s registration statements on Form S-1 (SEC File Nos. 333-260891 and 333-261456)
filed with the Securities and Exchange Commission.


 


14. This Letter Agreement
constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and supersedes all prior
understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to
the subject matter hereof or the transactions contemplated hereby. This Letter Agreement may not be changed, amended, modified or waived
(other than to correct a typographical error), except by a written instrument executed by all parties hereto.


 






     


     


    

 


15. Each of the undersigned
acknowledges and understands that the Underwriters and the Company will rely upon the agreements, representations and warranties set forth
herein in proceeding with the IPO. Nothing contained herein shall be deemed to render the Underwriters a representative of, or a fiduciary
with respect to, the Company, its stockholders or any creditor or vendor of the Company with respect to the subject matter hereof.


 


[Signature Page Follows]


 






     


     


    

 


	 	Sincerely,
	 	 
	 	ROC ENERGY HOLDINGS, LLC
	 	 	 
	 	By:	/s/ Joseph Drysdale
	 	 	Name: Joseph Drysdale
	 	 	Title: Managing Member
	 	 	 
	 	By:	/s/
    Daniel Jeffrey Kimes
	 	 	Name: Daniel Jeffrey Kimes
	 	 	 
	 	By:	/s/ Rosemarie Cicalese
	 	 	Name: Rosemarie Cicalese
	 	 	 
	 	By:	/s/ Brian Minnehan
	 	 	Name: Brian Minnehan
	 	 	 






	 	By:	/s/ Alberto Pontonio
	 	 	Name: Alberto Pontonio
	 	 	 





	 	By:	/s/ Lee Canaan 
	 	 	Name: Lee Canaan
	 	 	 





	 	By:	/s/ Win Graham
	 	 	Name: Win Graham


 


	 	By:	/s/ Joseph Colonnetta
	 	 	Name: Joseph Colonnetta


 


	 	By:	/s/ Joseph Drysdale
	 	 	Name: Joseph Drysdale


 


	 	ROC Energy Acquisition Corp.
	 	 
	 	By:	/s/ Daniel Jeffrey Kimes
	 	Name:	Daniel Jeffrey Kimes
	 	Title:	Chief Executive Officer 


 


[Signature Page to Letter Agreement]