Material Agreement Form 8 K

Amendment to Asset Purchase Agreement

As previously reported, on January 11, 2024, Prairie Operating Co. (the "Company") entered into an asset purchase agreement (the "APA"), by and among the Company, Nickel Road Development LLC ("NRD"), Nickel Road Operating LLC ("NRO" and, together with NRD, collectively, the "Sellers") and Prairie Operating Co., LLC ("Prairie LLC" and, together with the Company, NRD and NRO, collectively, the "Parties"), to acquire the assets of NRO (the "Assets") for total consideration of $94.5 million (the "Purchase Price" and such acquisition, the "NRO Acquisition").

On August 15, 2024, the Company and the Sellers entered into an amendment to the APA (the "Amendment"). Pursuant to the Amendment, the Parties agreed to, among other things, amend: (i) the Effective Time from February 1, 2024 to January 1, 2024; (ii) the Outside Date from August 15, 2024 to September 17, 2024; (iii) the Spud Fees that the Company is required to pay to Sellers from an amount not to exceed $11.5 million to $0; (iv) the cash Purchase Price from $83.0 million to $84.5 million, and certain other Purchase Price adjustments; and (v) certain provisions relating to the Deposit in escrow, including release of $6.0 million of the Deposit to NRD on August 15, 2024. The foregoing amendments to the APA result in a reduction to the cash consideration amount to be paid at Closing of approximately $14.5 million resulting in a $57.0 million cash consideration amount to be paid at Closing, subject to net positive interim cash flow adjustments. Capitalized terms used, but not defined, in this Current Report on Form 8-K have the meanings set forth in the Amendment.

The foregoing description of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Consent & Agreement

On August 15, 2024, the Company entered into a Consent & Agreement (the "Consent & Agreement") with Narrogal Nominees Pty Ltd ATF Gregory K O'Neill Family Trust (the "Holder"). Prior to entering into the Consent & Agreement, the Holder was the beneficial owner of 25% of the Common Stock of the Company. Pursuant to the Consent & Agreement, the Holder, as a holder of the Series D convertible preferred stock, par value $0.01 per share (the "Series D Preferred Stock"), of the Company and as the sole holder of the Series E convertible preferred stock, par value $0.01 per share (the "Series E Preferred Stock" and, together with the Series D Preferred Stock, collectively, the "Preferred Stock"), of the Company, consented to, and waived any and all negative covenants with respect to, any and all transactions the Company may consummate in connection with the funding of the NRO Acquisition and its ongoing operations pursuant to Section 4 and Section 9 of each of the Series D Certificate (as defined below) and the Series E Certificate (as defined below) (the "Consents"). The Holder also released its mortgage on certain property of the Company, which was established in favor of the Holder securing the Company's obligations under the Series E Certificate.