Exhibit 10.5


 


ROC Energy Acquisition
Corp.


16400 Dallas Parkway


Dallas, Texas 75248


 


December 1, 2021


 


Fifth Partners, LLC


16400 Dallas Parkway


Dallas, Texas 75248


 


Ladies and Gentlemen:


 


This letter agreement will confirm our agreement
that, commencing on the first date (the “Effective Date”) that any securities of ROC Energy Acquisition Corp.
(the “Company”) registered on the Company’s registration statement (the “Registration Statement”)
for its initial public offering (the “IPO”) are listed on Nasdaq Global Market, and continuing until the earlier
of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each
case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”),
Fifth Partners, LLC (“Fifth Partners”) shall make available to the Company certain general and administrative services, including
office space, utilities and secretarial support as may be required by the Company from time to time, situated at 16400 Dallas Parkway,
Dallas, Texas 75248 (or any successor location). In exchange therefor, the Company shall pay Fifth Partners the sum of $13,000 per
month on the Effective Date and continuing monthly thereafter until the Termination Date. Fifth Partners hereby agrees that it does not
have any right, title, interest or claim of any kind in or to any monies that may be set aside in a trust account (the “Trust
Account”) that may be established upon the consummation of the IPO as a result of this letter agreement (the “Claim”)
and hereby irrevocably waives any Claim it may have in the future as a result of, or arising out of, this letter agreement and will not
seek recourse against the Trust Account for any reason whatsoever.


 


This letter agreement constitutes
the entire agreement and understanding of the parties hereto in respect of its subject matter 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 amended, modified or waived as to any particular provision, except by a written instrument executed by all parties hereto.


 


No party hereto may assign
either this letter agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other
party. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign
any interest or title to the purported assignee.


 


Any litigation between the
parties (whether grounded in contract, tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted
pursuant to the laws of the State of New York, without giving effect to its choice of laws principles.


 






     


     


    

 


	 	Very truly yours,
	 	 
	 	ROC ENERGY ACQUISITION CORP.
	 	 	 
	 	By:	/s/
Daniel Jeffrey Kimes
	 	 	Name: Daniel Jeffrey Kimes
	 	 	Title:   Chief Executive Officer


 


AGREED TO AND ACCEPTED BY:


 


	FIFTH PARTNERS, LLC
	 
	By:	/s/ Joseph Drysdale	 
	Name: Joseph Drysdale
	Title: Managing Member