REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 9th, 2023 • Prairie Operating Co. • Finance services
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 3, 2023, between Prairie Operating Co., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
SERIES [1/2] COMMON STOCK PURCHASE WARRANT CREEK ROAD MINERS, INC.Security Agreement • December 10th, 2021 • Creek Road Miners, Inc. • Services-amusement & recreation services
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [●] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [●] (the “Initial Exercise Date”) and on or prior to the close of business on the fifth year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Creek Road Miners, Inc., a Delaware corporation (the “Company”), up to [●] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AND AMENDMENT AGREEMENTSecurities Purchase Agreement • December 23rd, 2019 • Wizard Entertainment, Inc. • Services-amusement & recreation services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 10, 2019, between Wizard Entertainment, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 14th, 2016 • Wizard World, Inc. • Services-amusement & recreation services • New York
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of November 8, 2016 but effective as of July 14, 2016, by and between Wizard World, Inc., a Delaware corporation (the “Company”), and Randall S. Malinoff, an individual (“Indemnitee”).
CREEK ROAD MINERS, INC. SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 10th, 2021 • Creek Road Miners, Inc. • Services-amusement & recreation services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December , 2021, between CREEK ROAD MINERS, INC., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT PRAIRIE OPERATING CO.Common Stock Purchase Warrant • August 17th, 2023 • Prairie Operating Co. • Finance services
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ______________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on August 15, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Prairie Operating Co., a Delaware corporation (the “Company”), up to _________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of common stock, par value $0.01 per share, of the Company (“Common Stock”) under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
12% AMENDED AND RESTATED SENIOR SECURED CONVERTIBLE DEBENTURE DUE DECEMBER 31, 2023Convertible Security Agreement • May 9th, 2023 • Prairie Operating Co. • Finance services • New York
THIS 12% AMENDED AND RESTATED SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 12% Senior Secured Convertible Debentures of Prairie Operating Co. (formerly known as Creek Road Miners, Inc. and Wizard Entertainment, Inc.), a Delaware corporation (the “Company”), designated as its 12% Amended and Restated Senior Secured Convertible Debenture due December 31, 2023 (this debenture, the “Debenture” and, together with the amended and restated debenture issued to [ ] (“[ ]”) dated of even date herewith, the “Debentures”).
SERIES A COMMON STOCK PURCHASE WARRANT CREEK ROAD MINERS, INC.Securities Agreement • August 31st, 2021 • Creek Road Miners, Inc. • Services-amusement & recreation services
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [_____] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after August [_____], 2021 (the “Initial Exercise Date”) and on or prior to the close of business on August [_____], 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Creek Road Miners, Inc., a Delaware corporation (the “Company”), up to [_____] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITY AGREEMENTSecurity Agreement • May 9th, 2023 • Prairie Operating Co. • Finance services
This AMENDED AND RESTATED SECURITY AGREEMENT, dated as of April __, 2023 (this “Agreement”), is among Prairie Operating Co. (formerly known as Creek Road Miners, Inc. and Wizard Entertainment, Inc.), a Delaware corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”), each of Barlock 2019 Fund, LP and Bristol Investment Fund, Ltd. as holders of the Company’s 12% Amended and Restated Senior Secured Convertible Debentures due December 31, 2023, each in the original aggregate principal amount of $1,000,000 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 8th, 2021 • Creek Road Miners, Inc. • Services-amusement & recreation services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August _____, 2021 between Creek Road Miners, Inc. (f/k/a Wizard Brands, Inc.), a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
A COMMON STOCK PURCHASE WARRANT PRAIRIE OPERATING CO.Common Stock Purchase Agreement • August 17th, 2023 • Prairie Operating Co. • Finance services
THIS A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Narrogal Nominees Pty Ltd ATF Gregory K O’Neill Family Trust or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on August 15, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Prairie Operating Co., a Delaware corporation (the “Company”), up to 114,285,714 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SUBSCRIPTION AGREEMENTSubscription Agreement • September 13th, 2011 • Wizard World, Inc. • Oil & gas field exploration services • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is dated as of December 6, 2010 by and between GoEnergy Inc., a Delaware corporation (the “Company”), and the subscribers identified on Schedule 1 hereto (collectively, the “Subscribers” and each, a “Subscriber”).
WIZARD WORLD, INC. DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTDirector and Officer Indemnification Agreement • April 1st, 2013 • Wizard World, Inc. • Oil & gas field exploration services • Delaware
This Director and Officer Indemnification Agreement, dated as of March 17, 2013 (the “Agreement”), is made by and between Wizard World, Inc., a Delaware corporation (the “Company”), and Paul L. Kessler (the “Indemnitee”).
STANDBY EQUITY PURCHASE AGREEMENTStandby Equity Purchase Agreement • October 4th, 2024 • Prairie Operating Co. • Crude petroleum & natural gas • New York
THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of September 30, 2024 is made by and between YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”), and PRAIRIE OPERATING CO., a company incorporated under the laws of the State of Delaware (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 4th, 2024 • Prairie Operating Co. • Crude petroleum & natural gas
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of September 30, 2024 is made by and between YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”), and PRAIRIE OPERATING CO., a company incorporated under the laws of the State of Delaware (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”
Re: Farmout Agreement Hood County, Texas Gentlemen: This Farmout Agreement (the "Agreement") is dated effective March 10, 2002, by and between International Oil & Gas, Inc. ("Farmor") and GoEnergy, Inc. ("Farmee"), whereby Farmee may acquire certain...Farmout Agreement • September 30th, 2003 • Goenergy Inc • Oil & gas field exploration services • Texas
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 17th, 2023 • Prairie Operating Co. • Finance services • New York
This Joinder Agreement is executed by the undersigned pursuant to the Securities Purchase Agreement, dated as of [●], 2023 (the “Agreement”), between Prairie Operating Co. (the “Company”) and the purchasers party thereto (the “Purchasers”), which is incorporated herein by reference. Capitalized terms used but not defined herein shall have the meaning given to such terms in the Agreement. By the execution of this Joinder Agreement, the undersigned agrees as follows:
DIRECTOR AGREEMENTDirector Agreement • April 1st, 2013 • Wizard World, Inc. • Oil & gas field exploration services • New York
This DIRECTOR AGREEMENT is made as of the 17th day of March, 2013 (the “Agreement”), by and between Wizard World, Inc., a Delaware corporation (the “Company”), and Kenneth Shamus, an individual with an address at 11 Deer Horn Trail, Upper Saddle River, New Jersey 07458(the “Director”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 4th, 2023 • Creek Road Miners, Inc. • Finance services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 3, 2023 between Creek Road Miners, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
PRAIRIE OPERATING CO. CONVERTIBLE PROMISSORY NOTEConvertible Note • October 4th, 2024 • Prairie Operating Co. • Crude petroleum & natural gas
This Note is being issued pursuant to Section 2.01 of the Standby Equity Purchase Agreement, dated September 30, 2024 (as may be amended, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “SEPA”), by and between the Company and YA II PN, Ltd., as the Investor.
WIZARD WORLD, INC. NON-QUALIFIED STOCK OPTION AGREEMENT DIRECTORNon-Qualified Stock Option Agreement • April 1st, 2013 • Wizard World, Inc. • Oil & gas field exploration services • New York
THIS NON-QUALIFIED STOCK OPTION AGREEMENT (the “Agreement”) entered into as of the 17th day of March, 2013, by and between Wizard World, Inc. (the “Company”) and Kenneth Shamus (the “Optionee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 17th, 2023 • Prairie Operating Co. • Finance services
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 15, 2023, between Prairie Operating Co., a Delaware corporation (the “Company”), and each of the signatories hereto (each such party, a “Holder” and, collectively, the “Holders”).
DIRECTOR AGREEMENTDirector Agreement • April 23rd, 2012 • Wizard World, Inc. • Oil & gas field exploration services • New York
This DIRECTOR AGREEMENT is made as of the 25th day of May, 2011 (the “Agreement”) by and between Wizard World, Inc., a Delaware corporation (the “Company”), and Gareb Shamus, an individual with an address c/o Wizard World, Inc., 1350 Avenue of the Americas, 2nd Floor, New York, NY 10019 (the “Director”).
SUBSCRIPTION AGREEMENTSubscription Agreement • September 20th, 2012 • Wizard World, Inc. • Oil & gas field exploration services • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is dated as of August ___, 2011 by and between Wizard World, Inc. (formerly GoEnergy, Inc.), a Delaware corporation (the “Company”), and the subscribers identified on Schedule 1 hereto (collectively, the “Subscribers” and each, a “Subscriber”).
INDEMNITY AGREEMENTIndemnification Agreement • May 9th, 2023 • Prairie Operating Co. • Finance services • Delaware
This Agreement (this “Agreement”) made and entered into as of May 3, 2023 by and between Prairie Operating Co., a Delaware corporation (the “Company”), and the individual signing this Agreement under the heading “Indemnitee” on the signature page hereto (“Indemnitee”), who is currently serving the Company in the capacity of director or officer.
SUBSCRIPTION AGREEMENTSubscription Agreement • April 25th, 2011 • Wizard World, Inc. • Oil & gas field exploration services • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is dated as of April 18, 2011 by and between Wizard World, Inc. (formerly GoEnergy, Inc.), a Delaware corporation (the “Company”), and the subscribers identified on Schedule 1 hereto (collectively, the “Subscribers” and each, a “Subscriber”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • April 9th, 2024 • Prairie Operating Co. • Crude petroleum & natural gas
This Amended and Restated Employment Agreement (“Agreement”) is made and entered into by and between Prairie Operating Employee Co., LLC, a Delaware limited liability company (the “Company”), and DANIEL T. SWEENEY (“Executive”), effective as of August 25, 2023 (the “Effective Date”), and evidences the assignment to the Company of, and supersedes and replaces in its entirety, that certain Employment Agreement previously entered into between Executive and Prairie Operating Co, LLC, a Delaware limited liability company (“Prairie”) effective as of July 12, 2023 (the “Original Agreement”). Prairie joins this Agreement solely for the purpose of acknowledging the assignment of its rights and obligations under, and interests in, the Original Agreement from Prairie to the Company.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • April 9th, 2024 • Prairie Operating Co. • Crude petroleum & natural gas
This Amended and Restated Employment Agreement (“Agreement”) is made and entered into by and between Prairie Operating Employee Co., LLC, a Delaware limited liability company (the “Company”), and GARY HANNA (“Executive”), effective as of August 25, 2023 (the “Effective Date”), and evidences the assignment to the Company of, and supersedes and replaces in its entirety, that certain Employment Agreement previously entered into between Executive and Prairie Operating Co, LLC, a Delaware limited liability company (“Prairie”) dated as of May 3, 2023 (the “Original Agreement”). Prairie joins this Agreement solely for the purpose of acknowledging the assignment of its rights and obligations under, and interests in, the Original Agreement from Prairie to the Company.
PRAIRIE OPERATING CO. NON-COMPENSATORY OPTION AGREEMENTNon-Compensatory Option Agreement • October 4th, 2024 • Prairie Operating Co. • Crude petroleum & natural gas • Delaware
This Prairie Operating Co. Non-Compensatory Option Agreement (this “Agreement” or this “Amendment”) is entered into between Prairie Operating Co., LLC, a Delaware limited liability company (“Prairie”), and Rose Hill Holdings Limited on September 30, 2024.
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONAsset Purchase Agreement • October 4th, 2024 • Prairie Operating Co. • Crude petroleum & natural gas
As previously disclosed, Prairie Operating Co. (the “Company”) entered into an asset purchase agreement, dated January 11, 2024 (the “NRO Agreement”), by and among the Company, Nickel Road Development LLC, Nickel Road Operating LLC (“NRO”), and Prairie Operating Co., LLC (“Prairie LLC”), to acquire certain assets of NRO for total consideration of $94.5 million (the “Purchase Price”), subject to certain closing price adjustments and other customary closing conditions (the “NRO Acquisition”). The Purchase Price consisted of $83.0 million in cash and $11.5 million in deferred cash payments. The Company deposited $9.0 million of the Purchase Price into an escrow account on January 11, 2024 (the “Deposit”).
SERIES [A/B] COMMON STOCK PURCHASE WARRANT WIZARD WORLD, INC.Common Stock Purchase Warrant • December 2nd, 2016 • Wizard World, Inc. • Services-amusement & recreation services
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [the date hereof (the “Initial Exercise Date”) and [on or prior to the close of business on the five year anniversary of the Initial Exercise Date]1 [until such date that this Warrant is exercised in full]2 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Wizard World, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
EMPLOYMENT AGREEMENTEmployment Agreement • March 3rd, 2021 • Wizard Brands, Inc. • Services-amusement & recreation services • New York
THIS EMPLOYMENT AGREEMENT (the “Agreement”) dated as of March 1, 2021, but effective as of November 24, 2020 (the “Effective Date”), by and between Wizard Brands, Inc., a Delaware entity with offices at 2700 Homestead Road, Park City, UT 84098 (collectively with any subsidiaries and parent entities, the “Company”), and Scott D. Kaufman, an individual and resident of the State of Utah with an office address c/o Wizard Brands, Inc., 2700 Homestead Road, Park City, UT 84098 (the “Executive” and, together with the Company, the “Parties” and each, a “Party”).
GLOBAL GUARANTY AGREEMENTGlobal Guaranty Agreement • October 4th, 2024 • Prairie Operating Co. • Crude petroleum & natural gas • New York
This Guaranty (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Guaranty”) is made as of September 30, 2024, by Prairie Operating Co., LLC, a Delaware limited liability company (“Prairie”), and Prairie Operating Holding Co., LLC a Delaware limited liability company (“Prairie Holding,” and collectively with Prairie and any subsequent party that may join in this Guaranty, the “Guarantors”) in favor of YA II PN, LTD. (“YA II” or the “Creditor”), with respect to all obligations of PRAIRIE OPERATING CO, a company incorporated under the laws of the State of Delaware (the “Debtor”) owed to the Creditor.
DIRECTOR AGREEMENTDirector Agreement • May 9th, 2011 • Wizard World, Inc. • Oil & gas field exploration services • New York
NON-COMPETE, NON-SOLICITATION AND NON-DISCLOSURE AGREEMENTNon-Compete, Non-Solicitation and Non-Disclosure Agreement • November 14th, 2016 • Wizard World, Inc. • Services-amusement & recreation services • New York
THIS NON-COMPETE, NON-SOLICITATION AND NON-DISCLOSURE AGREEMENT (“Agreement”) dated as of November 8, 2016, but effective as of July 14, 2016 (the “Effective Date”) (the “Effective Date”), by and between Wizard World, Inc., a Delaware corporation with a principal place of business at 662 N. Sepulveda Blvd., Suite 300, Los Angeles, CA 90049 (“Employer”), and Randall S. Malinoff, an individual and resident of the State of California with an address at 25262 Prado De La Puma, Calabasas, CA 91302 (“Employee” and together with Employer, the “Parties” and each, a “Party”).
