COMMON STOCK PURCHASE WARRANT PRAIRIE OPERATING CO.Prairie Operating Co. • October 4th, 2024 • Crude petroleum & natural gas • New York
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 September 30, 2029 (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 under this Warrant shall be equal to the Exercise Price (as defined herein).
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.
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.”
STANDBY EQUITY PURCHASE AGREEMENTEquity 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.”
PRAIRIE OPERATING CO. CONVERTIBLE PROMISSORY NOTEPrairie Operating Co. • October 4th, 2024 • 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.
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.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 4th, 2024 • Prairie Operating Co. • Crude petroleum & natural gas
This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 30, 2024, between Prairie Operating Co., a Delaware corporation (the “Company”), and each of the signatories hereto (each such party, a “Holder” and, collectively, the “Holders”). The initial Holders and any other party that may become a party hereto pursuant to Section 6(e) are referred to collectively as the “Holders” and individually each as a “Holder.”
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONForma Condensed Combined Financial Information • 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”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 4th, 2024 • Prairie Operating Co. • Crude petroleum & natural gas • New York
SUBORDINATED NOTEDefined Terms • October 4th, 2024 • Prairie Operating Co. • Crude petroleum & natural gas • New York
This Subordinated Note (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Note”) is entered into as of September 30, 2024 (the “Closing Date”) by and among Prairie Operating Co., a Delaware corporation (the “Borrower”) and each Person named as a “Noteholder” signatory hereto (together with their successors and permitted assigns in such capacity, individually and collectively, the “Noteholders”).
GLOBAL GUARANTY AGREEMENTGlobal Guaranty Agreement • October 4th, 2024 • Prairie Operating Co. • Crude petroleum & natural gas
This Global Guaranty Agreement (as amended, restated, 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 corporation (“Prairie LLC”, together with any subsequent party that may join in this Guaranty, the “Guarantors”) in favor of each “Noteholder” signatory to the Subordinated Note referred to below (each Noteholder, individually and collectively, the “Creditors”), with respect to all Obligations (as defined below) owed to the Creditor.
