ROC ROC Energy Acquisition Corporation

Item 1.01 Entry Into A Material Definitive Agreement

Merger Agreement Amendment

On June 5, 2023, ROC Energy Acquisition Corp., a Delaware corporation (“ROC”), ROC Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Drilling Tools International Holdings, Inc., a Delaware corporation (“DTI”) entered into the First Amendment to the Agreement and Plan of Merger (the “Merger Agreement Amendment”), which amends the Agreement and Plan of Merger, dated as of February 13, 2023, by and among ROC, Merger Sub, and DTI (the “Merger Agreement”). The Merger Agreement Amendment provides for: (1) DTI’s consent to the amendment, pursuant to and substantially in the form as presented in ROC’s definitive proxy statement dated May 17, 2023, of (a) ROC’s amended and restated certificate of incorporation and (b) the investment management trust agreement, dated December 1, 2021, by and between ROC and Continental Stock Transfer & Trust Company, a New York corporation (“CST”); (2) the amendment of section 8.10 of the Merger Agreement to replace the text of such section with “8.10 [Intentionally Omitted];” and (3) the amendment of Section 10.01 of the Merger Agreement to (a) replace the phrase “Termination Date” with “June 6, 2023” in subsections 10.01(b)(ii) and 10.01(c)(ii), and (b) add the word “or” immediately prior to “(iii)” in subsection 10.01(c).

The above description of the Merger Agreement Amendment does not purport to be complete and is qualified in its entirety by the terms and conditions of the Merger Agreement Amendment, a copy of which is attached as Exhibit 2.1 hereto and incorporated herein by reference.

Amended & Restated Escrow Agreement

On June 8, 2023, ROC, CST and certain stockholders of ROC (the “Founders”) entered into an amended and restated stock escrow agreement (the “Amended and Restated Stock Escrow Agreement”), which amended and restated the stock escrow agreement, dated December 1, 2021, between ROC, CST and the Founders.

The purpose of the Amended and Restated Escrow Agreement is to align the Founders’ restrictions on transfer with respect to all shares of ROC's common stock they own, to those of the lock-up agreement, which will be entered into between ROC and certain stockholders of DTI, in connection with the closing of the business combination, pursuant to the terms of the Merger Agreement.

The above description of the Amended and Restated Stock Escrow Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Amended and Restated Stock Escrow Agreement, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference.