Creek Road Miners, Inc. Sample Contracts

CREEK ROAD MINERS, INC. SECURITIES PURCHASE AGREEMENT
Securities 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”).

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REGISTRATION RIGHTS AGREEMENT
Registration 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”).

INDEMNIFICATION AGREEMENT
Indemnification 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”).

SERIES [1/2] COMMON STOCK PURCHASE WARRANT CREEK ROAD MINERS, INC.
Creek Road Miners, Inc. • December 10th, 2021 • 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).

COMMON STOCK PURCHASE WARRANT GoENERGY, INC.
Goenergy Inc • November 16th, 2010 • Oil & gas field exploration services

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _________________________________ (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 a Qualified Offering (as defined below) (the “Initial Exercise Date”) and on or prior to the close of business on the one (1) year anniversary of the issuance date hereunder (the “Termination Date”), but not thereafter, to subscribe for and purchase from GoENERGY, INC. (the “Company”) up to that number of shares (the “Warrant Shares”) of common stock, par value $.0001 per share (the “Common Stock”), of the Company as shall equal one hundred percent (100%) of the number of shares of Common Stock issuable upon conversion of the principal amount and accrued but unpaid interest of the Note (as defined below) held by the Holder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exerci

12% AMENDED AND RESTATED SENIOR SECURED CONVERTIBLE DEBENTURE DUE DECEMBER 31, 2023
Prairie Operating Co. • May 9th, 2023 • 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”).

COMMON STOCK PURCHASE WARRANT PRAIRIE OPERATING CO.
Prairie Operating Co. • August 18th, 2023 • 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).

SECURITY AGREEMENT
Security 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”).

SUBSCRIPTION AGREEMENT
Subscription 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 AGREEMENT
Director 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”).

SECURITIES PURCHASE AGREEMENT
Securities 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”).

SERIES [A/B] COMMON STOCK PURCHASE WARRANT WIZARD WORLD, INC.
Wizard World, Inc. • December 2nd, 2016 • 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).

A COMMON STOCK PURCHASE WARRANT PRAIRIE OPERATING CO.
Prairie Operating Co. • August 18th, 2023 • 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).

DIRECTOR AGREEMENT
Director 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 AGREEMENT
Securities Purchase Agreement • August 18th, 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:

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 18th, 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”).

WIZARD WORLD, INC. NON-QUALIFIED STOCK OPTION AGREEMENT EMPLOYEE
Non-Qualified Stock Option Agreement • November 14th, 2016 • Wizard World, Inc. • Services-amusement & recreation services • New York

THIS NON-QUALIFIED STOCK OPTION AGREEMENT (the “Agreement”) entered into as of November 8, 2016, by and between Wizard World, Inc. (the “Company”) and Randall S. Malinoff (the “Optionee”).

DIRECTOR AGREEMENT
Director 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 AGREEMENT
Subscription 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 AGREEMENT
Indemnity 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 AGREEMENT
Subscription 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”).

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SECURITIES PURCHASE AGREEMENT
Securities 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”).

EMPLOYMENT AGREEMENT
Employment 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”).

AMENDED AND RESTATED] EMPLOYMENT AGREEMENT
Employment Agreement • October 24th, 2023 • Prairie Operating Co. • Finance services

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 [___________] (“Executive”), effective as of [___________] (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 [___________] (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 AGREEMENT
Employment Agreement • October 24th, 2023 • Prairie Operating Co. • Finance services

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 [___________] (“Executive”), effective as of [___________] (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 [___________] (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].

DIRECTOR AGREEMENT
Director Agreement • May 9th, 2011 • Wizard World, Inc. • Oil & gas field exploration services • New York
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, 2023
Agreement 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”).

LOCK-UP AGREEMENT
Lock-Up Agreement • May 9th, 2023 • Prairie Operating Co. • Finance services
AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 13th, 2021 • Creek Road Miners, Inc. • Services-amusement & recreation services

This Amendment No. 1 to Securities Purchase Agreement (this “Amendment”), dated as of July 16, 2021 (the “Amendment Effective Date”), is between CREEK ROAD MINERS, INC. (f/k/a Wizard Brands, Inc.), a Delaware corporation (the “Company”) and LEVISTON RESOURCES LLC, a Delaware limited liability company (the “Purchaser”). This Amendment amends that certain Securities Purchase Agreement, dated March 26, 2021, between the Company and the Purchaser (the “Original Agreement”). Capitalized terms used herein and not defined have the meanings given them in the Original Agreement.

EMPLOYMENT AGREEMENT
Employment Agreement • November 14th, 2016 • Wizard World, Inc. • Services-amusement & recreation services • New York

THIS EMPLOYMENT AGREEMENT (the “Agreement”) dated as of November 8, 2016, but effective as of July 14, 2016 (the “Effective Date”), by and between Wizard World, Inc., a Delaware corporation with offices at 662 N. Sepulveda Blvd., Suite 300, Los Angeles, CA 90049 (the “Company”), 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 ( “Executive” and, together with the Company, the “Parties” and each, a “Party”).

AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 13th, 2021 • Creek Road Miners, Inc. • Services-amusement & recreation services

This Amendment No. 1 to Registration Rights Agreement (this “Amendment”), dated as of July 16, 2021 (the “Amendment Effective Date”), is between CREEK ROAD MINERS, INC. (f/k/a Wizard Brands, Inc.), a Delaware corporation (the “Company”) and LEVISTON RESOURCES LLC, a Delaware limited liability company (the “Purchaser”). This Amendment amends that certain Registration Rights, dated March 26, 2021, between the Company and the Purchaser (the “Original Agreement”). Capitalized terms used herein and not defined have the meanings given them in the Original Agreement.

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”).

EMPLOYMENT AGREEMENT
Employment Agreement • December 23rd, 2021 • Creek Road Miners, Inc. • Services-amusement & recreation services • Delaware

THIS EMPLOYMENT AGREEMENT (the “Agreement”) dated as of December 23, 2021 (the “Effective Date”), by and between Creek Road Miners, Inc., a Delaware entity with offices at 2700 Homestead Road, Suite 50, Park City, UT 84098 (collectively with any subsidiaries and parent entities, the “Company”), and Alan Urban, an individual and resident of the State of California with an office address Alan Urban (the “Executive” and, together with the Company, the “Parties” and each, a “Party”).

AMENDMENT NO. 1 TO SERIES B PREFERRED STOCK PURCHASE WARRANT
Preferred Stock Purchase Warrant • July 26th, 2021 • Creek Road Miners, Inc. • Services-amusement & recreation services

This Amendment No. 1 (this “Amendment”) to Series B Preferred Stock Purchase Warrant (the “Warrant”), issued to Leviston Resources LLC by Creek Road Miners, Inc. (f/k/a Wizard Brands, Inc.) on March 26, 2021 and expiring on March 26, 2024, is effective as of July 16, 2021 (the “Amendment Effective Date”). Capitalized terms used herein and not defined have the meanings given them in the Warrant.

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