Exhibit 10.3


 


STOCK ESCROW AGREEMENT


 


STOCK ESCROW AGREEMENT, dated
as of December 1, 2021 (“Agreement”), by and among ROC ENERGY ACQUISITION CORP., a Delaware corporation (“Company”),
the stockholders of the Company listed on Exhibit A hereto (the “Founders”) and CONTINENTAL STOCK TRANSFER &
TRUST COMPANY, a New York limited purpose trust company (“Escrow Agent”).


 


WHEREAS, the Company was formed
for the purpose of completing a merger, stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar
business combination (a “Business Combination”) with one or more businesses or entities.


 


WHEREAS, the Company has entered
into an Underwriting Agreement, dated December 1, 2021 (“Underwriting Agreement”), with EARLYBIRDCAPITAL, INC. (the
 “Representative”) acting as representative of the several underwriters (collectively, the “Underwriters”),
pursuant to which, among other matters, the Underwriters have agreed to purchase 18,000,000 units (“Units”) of the
Company, plus an additional 2,700,000 Units if the Representative exercises the over-allotment option in full. Each Unit consists of one
share of the Company’s common stock, par value $0.0001 per share (“Common Stock”), and one right to receive one-tenth
of a share of Common Stock (“Right”), all as more fully described in the Company’s final Prospectus, dated December 1,
2021 (“Prospectus”) comprising part of the Company’s Registration Statements on Form S-1 (File No. 333-260891
and 333-261456) under the Securities Act of 1933, as amended (“Registration Statement”), declared effective on December 1,
2021 (“Effective Date”).


 


WHEREAS, the Founders have
agreed as a condition of the sale of the Units to deposit their shares of Common Stock of the Company in escrow as hereinafter provided.


 


WHEREAS, the Company and the
Founders desire that the Escrow Agent accept the shares of Common Stock, in escrow, to be held and disbursed as hereinafter provided.


 


IT IS AGREED:


 


1. Appointment of
Escrow Agent. The Company and the Founders hereby appoint the Escrow Agent to act in accordance with and subject to the terms of this
Agreement and the Escrow Agent hereby accepts such appointment and agrees to act in accordance with and subject to such terms.


 


2. Deposit of Shares.
On or before the Effective Date, the Founders’ respective shares of Common Stock set forth on Exhibit A hereto shall be deposited
in escrow, to be held and disbursed subject to the terms and conditions of this Agreement. The Founders acknowledge that the shares deposited
in escrow will be legended to reflect the deposit of such shares under this Agreement.


 


3. Disbursement of
the Escrow Shares.


 


3.1 If the over-allotment option
to purchase all or a portion of the additional 2,700,000 Units of the Company is not exercised in full within 45 days of the date of the
Prospectus (as described in the Underwriting Agreement), the Founders agree that the Escrow Agent shall return to the Company for cancellation,
at no cost, the number of shares of Common Stock determined by multiplying 675,000 by a fraction, (i) the numerator of which is 2,700,000
minus the number of shares of Common Stock included in the Units purchased by the Underwriters upon the exercise of the over-allotment
option, and (ii) the denominator of which is 2,700,000. The Company shall promptly provide notice to the Escrow Agent of the expiration
or termination of the over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with the exercise
thereof.


 






     


     


    

 


3.2 Except as otherwise set
forth herein, the Escrow Agent shall hold the shares remaining after any cancellation required pursuant to Section 3.1 above (such
remaining shares to be referred to herein as the “Escrow Shares”) until (i) with respect to 50% of the Escrow
Shares, the earlier of (x) one year after the date of the consummation of an initial Business Combination and (y) the date
on which the last sale price of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations
and recapitalizations) for any 20 trading days within any 30-trading day period following the consummation of the Business Combination
and (ii) with respect to the remaining 50% of the Escrow Shares, one year after the date of the consummation of an initial Business
Combination (such period of time during which the Escrow Shares are held in escrow, the “Escrow Period”). The Company
shall promptly provide notice of the consummation of an initial Business Combination to the Escrow Agent. Upon completion of the Escrow
Period, the Escrow Agent shall disburse such amount of each Founder’s Escrow Shares to the applicable Founder; provided, however,
that if, after the consummation of an initial Business Combination and during the Escrow Period, the Company (or the surviving entity)
consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders of such entity
having the right to exchange their shares of Common Stock for cash, securities or other property, then the Escrow Agent will, upon receipt
of a notice executed by the Chairman of the Board, Chief Executive Officer or other authorized officer of the Company, in form reasonably
acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as
applicable, release the Escrow Shares to the Founders. The Escrow Agent shall have no further duties hereunder after the disbursement
of the Escrow Shares in accordance with this Section 3.2.


 


3.3 If the Escrow Agent
is notified by the Company pursuant to Section 6.7 hereof that the Company’s Trust Account (as defined in that certain Investment
Management Trust Agreement, dated as of the date hereof, by and between the Company and the Escrow Agent as trustee thereunder) is being
liquidated, then the Escrow Agent shall deliver the certificates representing the Escrow Shares to the Founders promptly after the public
stockholders are paid the liquidating distributions and shall have no further duties hereunder.


 


4. Rights of Founders
in Escrow Shares.


 


4.1 Voting Rights as
a Stockholder. Subject to the terms of the Insider Letters described in Section 4.4 hereof and except as herein provided, the
Founders shall retain all of their rights as stockholders of the Company as long as any shares are held in escrow pursuant to this Agreement,
including, without limitation, the right to vote such shares.


 


4.2 Dividends and Other
Distributions in Respect of the Escrow Shares. For as long as any shares are held in escrow pursuant to this Agreement, all dividends
payable in cash with respect to the Escrow Shares shall be paid to the Founders, but all dividends payable in stock or other non-cash
property (“Non-Cash Dividends”) shall be delivered to the Escrow Agent to hold in accordance with the terms hereof.
As used herein, the term “Escrow Shares” shall be deemed to include the Non-Cash Dividends distributed thereon, if any.


 


4.3 Restrictions on
Transfer. During the Escrow Period, the only permitted transfers of the Escrow Shares will be (i) to the Founders and the Company’s
officers, directors, consultants or their affiliates, (ii) to a Founder’s stockholders, partners or members upon such Founder’s
liquidation, (iii) by bona fide gift to a member of the Founders’ immediate family or to a trust, the beneficiary of which
is a Founder or a member of a Founder’s immediate family for estate planning purposes, (iv) by virtue of the laws of descent
and distribution upon death of a Founder, (v) pursuant to a qualified domestic relations order binding on a Founder, (vi) to
the Company for no value for cancellation in connection with the consummation of a Business Combination or (vii) by private sales
of the Escrow Shares made at or prior to the consummation of a Business Combination at prices no greater than the price at which the Escrow
Shares were originally purchased; provided, however, that except for clause (vi) or with the Company’s prior written consent,
such permitted transfers may be implemented only upon the respective transferee’s written agreement to be bound by the terms and
conditions of this Agreement and of the Insider Letter signed by the Founder transferring the shares.


 


4.4 Insider Letters.
The Founders have executed letter agreements with the Company and the Representative, dated as of the date hereto, the form of which is
filed as an exhibit to the Registration Statement (“Insider Letter”), respecting the rights and obligations of such
Founders in certain events, including, but not limited to, the liquidation of the Company.


 






     


     


    

 


5. Concerning the
Escrow Agent.


 


5.1 Good Faith Reliance.
The Escrow Agent shall not be liable for any action taken or omitted by it in good faith and in the exercise of its own best judgment,
and may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including
counsel chosen by the Escrow Agent), statement, instrument, report or other paper or document (not only as to its due execution and the
validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is
believed by the Escrow Agent in good faith to be genuine and to be signed or presented by the proper person or persons. The Escrow Agent
shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement unless evidenced
by a writing delivered to the Escrow Agent signed by the proper party or parties and, if the duties or rights of the Escrow Agent are
affected, unless it shall have given its prior written consent thereto.


 


5.2 Indemnification.
Subject to Section 5.8 below, the Escrow Agent shall be indemnified and held harmless by the Company from and against any expenses,
including reasonable counsel fees and disbursements, or loss suffered by the Escrow Agent in connection with any action, suit or other
proceeding involving any claim which in any way, directly or indirectly, arises out of or relates to this Agreement, the services of the
Escrow Agent hereunder, or the Escrow Shares held by it hereunder, other than expenses or losses arising from the gross negligence, fraud
or willful misconduct of the Escrow Agent. Promptly after the receipt by the Escrow Agent of notice of any demand or claim or the commencement
of any action, suit or proceeding, the Escrow Agent shall notify the other parties hereto in writing. In the event of the receipt of such
notice, the Escrow Agent, in its sole discretion, may commence an action in the nature of interpleader in an appropriate court to determine
ownership or disposition of the Escrow Shares or it may deposit the Escrow Shares with the clerk of any appropriate court or it may retain
the Escrow Shares pending receipt of a final, non-appealable order of a court having jurisdiction over all of the parties hereto directing
to whom and under what circumstances the Escrow Shares are to be disbursed and delivered. The provisions of this Section 5.2 shall
survive in the event the Escrow Agent resigns or is discharged pursuant to Sections 5.5 or 5.6 below.


 


5.3 Compensation.
Subject to Section 5.8 below, the Escrow Agent shall be entitled to reasonable compensation from the Company for all services rendered
by it hereunder. The Escrow Agent shall also be entitled to reimbursement from the Company for all reasonable expenses paid or incurred
by it in the administration of its duties hereunder including, but not limited to, all counsel, advisors’ and agents’ fees
and disbursements and all taxes or other governmental charges.


 


5.4 Further Assurances.
From time to time on and after the date hereof, the Company and the Founders shall deliver or cause to be delivered to the Escrow Agent
such further documents and instruments and shall do or cause to be done such further acts as the Escrow Agent shall reasonably request
to carry out more effectively the provisions and purposes of this Agreement, to evidence compliance herewith or to assure itself that
it is protected in acting hereunder.


 


5.5 Resignation.
The Escrow Agent may resign at any time and be discharged from its duties as escrow agent hereunder by its giving the other parties hereto
written notice and such resignation shall become effective as hereinafter provided. Such resignation shall become effective at such time
that the Escrow Agent shall turn the Escrow Shares over to a successor escrow agent appointed by the Company and approved by the Representative,
which approval will not be unreasonably withheld, conditioned or delayed. If no new escrow agent is so appointed within the 60-day period
following the giving of such notice of resignation, the Escrow Agent may deposit the Escrow Shares with any court it reasonably deems
appropriate in the State of New York.


 


5.6 Discharge of Escrow
Agent. The Escrow Agent shall resign and be discharged from its duties as escrow agent hereunder if so requested in writing at any
time by all of the other parties hereto; provided, however, that such resignation shall become effective only upon the appointment of
a successor escrow agent selected by the Company and approved by the Representative, which approval will not be unreasonably withheld,
conditioned or delayed.


 


5.7 Liability. Notwithstanding
anything herein to the contrary, the Escrow Agent shall not be relieved from liability hereunder for its own gross negligence, fraud or
willful misconduct.


 






     


     


    

 


5.8 Waiver. The
Escrow 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 and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any
Claim against the Trust Account for any reason whatsoever.


 


6. Miscellaneous.


 


6.1 Governing Law.
This 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. The parties hereto
consent to the jurisdiction and venue of any state or federal court located in the City of New York, Borough of Manhattan, for purposes
of resolving any disputes hereunder. As to any claim, cross-claim, or counterclaim in any way relating to this Agreement, each party waives
the right to trial by jury.


 


6.2 Third Party Beneficiaries.
Each of the parties to this Agreement hereby acknowledges that the Representative is a third party beneficiary of this Agreement.


 


6.3 Entire Agreement.
This Agreement contains the entire agreement of the parties hereto with respect to the subject matter hereof and, except as expressly
provided herein, may only be changed, amended, or modified by a writing signed by each of the parties hereto.


 


6.4 Headings. The
headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation thereof.


 


6.5 Binding Effect.
This Agreement shall be binding upon and inure to the benefit of the respective parties hereto and their legal representatives, successors
and assigns.


 


6.6 Notices. Any
notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing and shall
be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery, by email or
by facsimile transmission:


 


If to the Company, to:


 


ROC Energy Acquisition Corp.





16400 Dallas Parkway





Dallas, Texas 75248





Email: dkimes@rocspac.com


 


If to a Founder, to his/her/its
address set forth in Exhibit A.


 


and if to the Escrow Agent,
to:


 


Continental Stock Transfer &
Trust Company





1 State Street, 30th Floor





New York, New York 10004





Attn: Client Administration
Dept.





Fax No.:





Email: accountadmin@continentalstock.com


 


A copy of any notice sent hereunder
shall be sent to:


 


EarlyBirdCapital, Inc.





366 Madison Ave 8th
Floor





New York, NY 10017





Attn: Steven Levine





Fax No.:





Email: slevine@ebccap.com


 






     


     


    

 


with a copy to:


 


Graubard Miller





The Chrysler Building





405 Lexington Avenue





New York, New York 10174





Attn: David Alan Miller, Esq.





Fax No.: (212) 818-8881





Email: dmiller@graubard.com


 


and:


 


Ellenoff Grossman &
Schole, LLP





1345 Avenue of the
Americas





New York, NY 10105





Attn: Douglas S. Ellenoff, Esq.





Fax No.: (212) 370-7889





Email: ellenoff@egsllp.com


 


The parties may change the persons
and addresses to which the notices or other communications are to be sent by giving written notice to any such change in the manner provided
herein for giving notice.


 


6.7 Liquidation of the
Trust Account. The Company shall give the Escrow Agent written notification of the liquidation of the Trust Account in the event that
the Company fails to consummate a Business Combination within the time period specified in the Company’s Amended and Restated Certificate
of Incorporation, as the same may be amended from time to time.


 


6.8 Counterparts.
This Agreement may be executed in several counterparts, each one of which shall constitute an original and may be delivered by facsimile
transmission and together shall constitute one instrument.


 


[Signature Page Follows]


 






     


     


    

 


WITNESS the execution of this
Agreement as of the date first above written.


 


	 	ROC ENERGY ACQUISITION CORP.
	 	 
	 	By:	/s/ Daniel Jeffrey Kimes
	 	Name:	Daniel Jeffrey Kimes
	 	Title:	Chief Executive Officer 
	 	 
	 	ROC ENERGY HOLDINGS, LLC
	 	 
	 	By:	/s/ Joseph Drysdale
	 	Name:	Joseph Drysdale
	 	Title:	Managing Member
	 	 
	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY
	 	 
	 	By:	/s/ Francis Wolf
	 	Name:	Francis Wolf
	 	Title:	Vice President


 


[Signature Page to Stock Escrow Agreement]


 






     


     


    

 


EXHIBIT A


 


	Name and Address of Founder	Number of Shares 
	 	 
	
    ROC ENERGY HOLDINGS, LLC

    16400 Dallas Parkway

    Dallas, Texas 75248

    Attn: Joe Drysdale