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”).
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and among Prairie Operating Co., LLC, Creek Road Miners, Inc. and Creek Road Merger Sub, LLC May 3, 2023Agreement and Plan of Merger • May 4th, 2023 • Creek Road Miners, Inc. • Finance services
This Amended and Restated Agreement and Plan of Merger (the “Agreement”) is made as of May 3, 2023, by and among (i) Creek Road Miners, Inc., a Delaware corporation (the “Purchaser”), (ii) Creek Road Merger Sub, LLC, a Delaware limited liability company and a wholly owned direct or indirect subsidiary of the Purchaser (the “Merger Sub”), and (iii) Prairie Operating Co., LLC, a Delaware limited liability company (the “Company”).
SUPPORT AGREEMENT (Senior Secured Convertible Debenture and Series A Preferred Stock)Support Agreement • May 4th, 2023 • Creek Road Miners, Inc. • Finance services • New York
This Support Agreement (this “Agreement”) is dated as of May 3, 2023, among Creek Road Miners, Inc., a Delaware corporation (the “Company”), and Bristol Investment Fund, Ltd. (“Bristol”).
SUPPORT AGREEMENT (Convertible Promissory Note)Support Agreement • May 4th, 2023 • Creek Road Miners, Inc. • Finance services
This Support Agreement (this “Agreement”) is dated as of May 3, 2023, between Creek Road Miners, Inc., a Delaware corporation, (the “Company”), and the Holder identified on Schedule A (including its successors and assigns, the “Holder”).
FORM OF LOCK-UP AGREEMENTLetter Agreement • May 4th, 2023 • Creek Road Miners, Inc. • Finance services
The undersigned (the “Holder”) irrevocably agrees with Creek Road Miners, Inc. (the “Company”) that, until one hundred twenty (120) days after the date hereof (such period, the “Restriction Period”) the undersigned will not offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned), directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to, the aggregate of 50% of the Securities (as defined below). As used herein, “Securities” shall m
SUPPORT AGREEMENT (SERIES B PREFERRED SHARES)Support Agreement • May 4th, 2023 • Creek Road Miners, Inc. • Finance services
This Support Agreement (this “Agreement”) is dated as of May 3, 2023, between Creek Road Miners, Inc., a Delaware corporation, (the “Company”), and the Holder identified on Schedule A (including its successors and assigns, the “Holder”).
SUPPORT AGREEMENT (SERIES C PREFERRED SHARES)Support Agreement • May 4th, 2023 • Creek Road Miners, Inc. • Finance services
This Support Agreement (this “Agreement”) is dated as of May 3, 2023, between Creek Road Miners, Inc., a Delaware corporation, (the “Company”), and the Holder identified on Schedule A (including its successors and assigns, the “Holder”).
AMENDED AND RESTATED PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • May 4th, 2023 • Creek Road Miners, Inc. • Finance services • Delaware
THIS AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT (this “Agreement”) dated May 3, 2023 (the “A&R Execution Date”) is among Exok, Inc., an Oklahoma corporation (“Seller”), Prairie Operating Co., LLC, a Delaware limited liability company (“Purchaser”), and Creek Road Miners, Inc., a Delaware corporation (“Creek Road”) (solely with respect to Section 8.3). Purchaser and Seller are sometimes referred to herein as the “Parties,” or individually as a “Party.”
FORM OF LOCK-UP AGREEMENTLetter Agreement • May 4th, 2023 • Creek Road Miners, Inc. • Finance services
The undersigned (the “Holder”) irrevocably agrees with Creek Road Miners, Inc. (the “Company”) that, until one hundred twenty (120) days after the date hereof (such period, the “Restriction Period”) the undersigned will not offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned), directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to, the Securities (as defined below). As used herein, “Securities” shall mean (i) the shares of th
