Exhibit 10.1

PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) dated October 24, 2022 (the “Execution Date”) is between Exok, Inc., an Oklahoma corporation (“Seller”), and Prairie Operating Co., LLC, a Delaware limited liability company (“Purchaser”). Purchaser and Seller are sometimes referred to herein as the “Parties,” or individually as a “Party.”

RECITALS

Seller is the owner of certain interests in and to certain oil and gas Assets (as defined below);

Seller desires to sell to Purchaser and Purchaser desires to purchase from Seller the Assets of Seller hereafter described in the manner and upon the terms and conditions set forth herein;

Concurrently with the execution and delivery of this Agreement, Purchaser is entering into that certain Agreement and Plan of Merger (as may be amended or supplemented from time to time, the “Merger Agreement”), dated as of the date hereof, by and among Purchaser, Creek Road Miners, Inc., a Delaware corporation (“Creek Road”), and Creek Road Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of Creek Road, pursuant to which the parties thereto will undertake the transactions described therein; and

As of the Execution Date, Creek Road is in negotiations with certain investors (the “PIPE Investors”) to enter into securities purchase agreements following the execution and delivery of this Agreement and prior to the Closing (as defined below), pursuant to which such PIPE Investors, upon the terms and subject to the conditions to be set forth in such securities purchase agreements, may purchase (a) shares of common stock, par value $0.0001 per share, of Creek Road (the “Creek Road Common Stock”) and (b) warrants to purchase shares of Creek Road Common Stock in a private placement (collectively, the “Private Placements”), with such purchases to be consummated prior to the consummation of the transactions contemplated by the Merger Agreement and hereby, it being understood that such proceeds may exceed the Cash Consideration (as defined below) payable to Seller hereunder at the Closing.

Now, therefore, in consideration of the premises and of the mutual promises, representations, warranties, covenants, conditions and agreements contained herein, the Parties covenant and agree as follows:

Article 1

PURCHASE AND SALE

Section 1.1 Purchase and Sale.

At the Closing, but effective as of the Effective Date (as defined below), upon the terms and subject to the conditions of this Agreement, Seller agrees to sell and convey to Purchaser and Purchaser agrees to purchase, accept and pay for the Assets.

Section 1.2 Assets.

Subject to the exclusions set forth in this Agreement, all of the following shall herein be called the “Assets”:

(a) All of Seller’s right, title and interest in, to and under the fee oil and gas leases described on Exhibit A attached hereto, including all working interests, operating rights, record title interests and other interests of every kind and character (the “Fee Leases”), that include and convey no less than a 75% net revenue interest (“NRI,” being the share of production of all hydrocarbons produced, saved and sold, after all burdens, such as royalty and overriding royalty, have been deducted from the working interest) in each Fee Lease.

(b) All of Seller’s right, title and interest in, to and under the State of Colorado Oil and Gas Leases described on Exhibit A attached hereto, including all working interests, operating rights, record title interests and other interests of every kind and character (the “State Leases”), that include and convey no less than a 77.5% NRI in the State Leases.

(c) 100% of Seller’s leasehold interest (Fee Leases and State Leases are collectively referred to as the “Leases”) in 23,485 net mineral acres in, on and under 37,030 gross acres located in Weld County, Colorado, as described on Exhibit A (the “Lands”).

(d) To the extent transferable, Seller’s interests in and under all contracts, agreements and instruments by which the other Assets are bound or that relate to or are used or useful in connection with the ownership, development or operation of the Leases or the Lands, to the extent applicable to the Leases or Lands, including all surface use agreements, surface rights, surface permits and other similar rights and instruments.

(e) All of Seller’s records, files and geological and geophysical data directly related to the Assets, including without limitation all seismic data and interpretations thereof, logs, core analyses, formation tests, films, surveyors’ notes, plane table sheets, shot point data bases, land files, contract files, lease files, title files (including title reports, title opinions, runsheets, abstracts, evidence of bonus and rental payments), maps, surveys and data sheets (“Records”). Seller does not warrant the accuracy, completeness or viability of any of the Records or analysis provided therein.

Section 1.3 Effective Date.

The effective date of the conveyance of the Assets is October 15, 2022 (the “Effective Date”). Except as otherwise specifically provided herein, Purchaser shall be entitled to all production of hydrocarbons from or attributable to the Assets from and after the Effective Date (and all products and proceeds attributable thereto), and to all other income, proceeds, receipts and credits earned with respect to the Assets at or after the Effective Date and shall be responsible for all property costs incurred from and after the Effective Date.

Section 1.4 Conveyance.

Seller shall convey the Assets to Purchaser at the Closing by an Assignment and Conveyance in the form of Exhibit B attached hereto (the “Conveyance”).

Article 2

PURCHASE PRICE

Section 2.1 Consideration.

The consideration for the Assets shall be $28,182,000.00, payable as (a) $24,000,000.00 in cash payable upon the Closing by wire transfer of immediately available funds (the “Cash Consideration”) and (b) the issuance at the Closing of $4,182,000 in total equity consideration, consisting of (i) 836,400 shares of Creek Road Common Stock (the “Stock Consideration”) and (ii) 836,400 warrants to purchase 836,400 shares of Creek Road Common Stock (the “Warrant Consideration,” and together with the Stock Consideration and the shares of Creek Road Common Stock underlying the Warrant Consideration issuable upon the exercise thereof, the “Equity Consideration”).

Section 2.2 Conditions to Closing.

(a) Conditions of Seller to Closing. The obligations of Seller to consummate the transactions contemplated by this Agreement (except for the obligations of Seller to be performed prior to the Closing and obligations that survive termination of this Agreement), including the obligations of Seller to consummate the Closing, are subject, at the option of Seller, to the satisfaction on or prior to the Closing of each of the conditions set forth in this Section 2.2(a), unless waived in writing by Seller:

(i) Each of the representations and warranties of Purchaser shall be true and correct in all material respects as of the Closing Date (as defined below);

(ii) Purchaser shall have performed and observed, in all material respects, all covenants and agreements to be performed or observed by Purchaser under this Agreement prior to or on the Closing Date;

(iii) On the Closing Date, no injunction, order or award restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement, or granting substantial damages in connection therewith, shall have been issued and remain in force; and

(iv) Purchaser shall be ready, willing and able to deliver to Seller at the Closing the other documents and items required to be delivered by Purchaser under this Article 2 (including, for the avoidance of doubt, the RRA (as defined below)).

(b) Conditions of Purchaser to Closing. The obligations of Purchaser to consummate the transactions contemplated by this Agreement (except for the obligations of Purchaser to be performed prior to the Closing and obligations that survive termination of this Agreement), including the obligations of Purchaser to consummate the Closing, are subject, at the option of Purchaser, to the satisfaction on or prior to the Closing of each of the conditions set forth in this Section 2.2(b), unless waived in writing by Purchaser:

(i) Each of the representations and warranties of Seller shall be true and correct in all material respects as of the Closing Date;

(ii) Seller shall have performed and observed, in all material respects, all covenants and agreements to be performed or observed by Seller under this Agreement prior to or on the Closing Date;

(iii) On the Closing Date, no injunction, order or award restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement, or granting substantial damages in connection therewith, shall have been issued and remain in force;

(iv) All conditions precedent to the closing of the transactions set forth in the Merger Agreement shall have been satisfied or waived, and the closing of such transactions shall have occurred prior to the transactions contemplated in this Agreement;

(v) At least twenty (20) calendar days shall have passed since the mailing of the Information Statement (as defined below) by Creek Road; and

(vi) Seller shall be ready, willing and able to deliver to Purchaser at the Closing the other documents and items required to be delivered by Seller under this Article 2.

Section 2.3 Closing.

The closing of the transaction contemplated by this Agreement (the “Closing”) shall, unless otherwise agreed to in writing by Purchaser and Seller, take place at the offices of Vinson & Elkins LLP located at 845 Texas Avenue, Suite 4700 Houston, Texas 77002 at 10:00 a.m., local time, on the date that is within five (5) business days after the satisfaction of each Party’s conditions to the Closing set forth in Section 2.2. The date on which the Closing occurs is referred to herein as the “Closing Date.” All actions to be taken and all documents and instruments to be executed and delivered at the Closing shall be deemed to have been taken, executed and delivered simultaneously and, except as permitted hereunder, no actions shall be deemed to have been taken nor any document and instruments executed or delivered until all actions have been taken and all documents and instruments have been executed and delivered.

Section 2.4 Payment of Cash Consideration.

At the Closing, Purchaser shall pay to Seller the Cash Consideration by wire transfer of immediately available funds to the account designated by Seller.

Section 2.5 Deliveries at the Closing.

At the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others:

(a) The Parties shall execute, acknowledge and deliver the Conveyance (Exhibit B), with a special warranty of title by, through and under Seller but not otherwise, in sufficient counterparts for recording in Weld County, Colorado, and any applicable forms of any governmental entity, including the Colorado State Land Board, conveying all of the Assets to Purchaser as of the Effective Date;

(b) The Parties shall execute and deliver an area of mutual agreement in the form attached hereto as Exhibit C;

(c) Purchaser shall deliver or cause to be delivered to Seller the Cash Consideration;

(d) Seller shall deliver to Purchaser (i) releases of all liens, mortgages, pledges, collateral assignments or security interest, of any kind (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement) and any option, trust or other preferential arrangement having the practical effect of any of the foregoing (each a “Lien”) that are burdening the Assets, (ii) authorizations to file UCC-3 termination statements releases in all applicable jurisdictions to evidence the release all such Liens on the Assets and (iii) all instruments and agreements reasonably requested by, and in form and substance reasonably acceptable to, Purchaser to effect and file of record the release of all Liens in connection therewith;

(e) Purchaser shall either (i) cause Creek Road to issue in a private placement to Seller the Equity Consideration or (ii) cause the Equity Consideration to be transferred to Seller, in each case, in book-entry form (solely with respect to the Stock Consideration), free and clear of any Liens or other restrictions whatsoever (other than those arising under state or federal securities laws), in the name of Seller and containing a legend in substantially the following form:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM.;

(f) Seller shall deliver to Purchaser electronic copies of all Records in the possession of Seller, its affiliates and/or their respective designees and contractors (including brokers and/or landmen);

(g) (i) Seller shall deliver to Purchaser a counterpart signature page to the Registration Rights Agreement to be entered into between Creek Road, Seller and the PIPE Investors (the “RRA”) and (ii) Purchaser shall cause Creek Road to deliver an executed copy of the RRA to Seller;

(h) Purchaser and Seller (or Seller’s designated operator) shall execute all documents reasonably requested by the other Party that are necessary to transfer the Assets to Purchaser;

(i) Seller and Purchaser shall take such other actions and deliver such other documents as are reasonably requested by the other Party to effect the transactions contemplated by this Agreement; and

(j) Seller shall deliver a duly completed and executed IRS Form W-9.

Article 3

REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Purchaser as of the date hereof and as of the Closing as follows:

Section 3.1 Existence and Qualification.

Seller is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation, and is duly qualified to do business in Colorado.

Section 3.2 Power and Authorization.

Seller has the power to enter into and perform this Agreement and consummate the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement, and the performance of the transactions contemplated hereby, have been duly and validly authorized by all necessary corporate action on the part of Seller. No approvals that have not already been obtained are necessary to approve this Agreement to consummate the transactions contemplated hereby.

Section 3.3 No Conflicts.

The execution, delivery and performance by Seller of this Agreement and the consummation of the transactions contemplated by this Agreement do not (i) violate any provision of the Seller’s organizational documents, (ii) result in the creation of any material Lien on any Asset, (iii) result in default (with due notice or lapse of time or both) or the creation of any Lien or give rise to any right of termination, cancellation or acceleration under any note, bond, mortgage, indenture or other financing instrument to which Seller is a party or by which it is bound (which shall not be satisfied, assigned or termination on or prior to the Closing as a result of the transactions contemplated in this Agreement), (iv) violate any judgment, order, ruling or decree applicable to Seller a party in interest or (v) violate any laws applicable to Seller, except in each case of the foregoing clauses (iii) through (v) for any matters that do not result in a material adverse effect on (a) the ownership, operation or financial condition of the Assets as currently operated as of the date of this Agreement or (b) the performance of Seller’s obligations and covenants hereunder that are to be performed at the Closing.

Section 3.4 Enforceability.

This Agreement has been duly executed and delivered by Seller (and all documents required hereunder to be executed and delivered by Seller at the Closing will be duly executed and delivered by Seller) and this Agreement constitutes, and at the Closing, such documents will constitute, the valid and binding obligations of Seller, enforceable in accordance with their terms except as such enforceability may be limited by applicable bankruptcy or other similar laws affecting the rights and remedies of creditors generally as well as by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Section 3.5 Litigation.

As of the date of this Agreement, there are no actions, suits or proceedings pending or, to Seller’s knowledge, threatened, before any court or other governmental entity with respect to the Assets. There are no actions, suits or proceedings pending, or to Seller’s knowledge, threatened, before any court or other governmental entity against Seller which are reasonably likely to impair Seller’s ability to perform its obligations under this Agreement or any document required to be executed and delivered by Seller at the Closing.

Section 3.6 Compliance with Laws.

The Assets have been operated in material compliance with all applicable federal, state and local laws, rules, regulations and orders. Seller has not received a written notice of a violation of any law that is applicable to the Assets or operations on the Assets that has not been (or will not be prior to the Closing) corrected or settled.

Section 3.7 Consents and Preferential Purchase Rights.

None of the Assets are subject to any preferential rights to purchase which would become exercisable as a result of the execution of this Agreement or performance of the transactions contemplated by this Agreement, and there are no consents to assignment with respect to the transactions contemplated by this Agreement, except those governmental consents customarily obtained after Closing.

Section 3.8 Lease Status.

To the best of Seller’s knowledge, as of the Execution Date, each Lease is in full force and effect. Seller further warrants and represents that title to the Leases is title that is generally, and customarily considered, marketable in the oil and gas industry. The Leases are not subject to, or dedicated, any gathering, midstream, or other contract that supply, dedicate, require or restrict the transportation, gathering, processing or sale of hydrocarbons from the Leases or water (whether fresh water or produced water) from or used in connection with the ownership, operation or development of the Leases or the Assets. Neither Seller nor any affiliate of Seller has conducted any physical operations (including any drilling operations) on any of the Leases. There have been no hydrocarbons produced from or allocated to the Assets from and after the execution of the Leases.

Section 3.9 Bankruptcy.

There are no bankruptcy, insolvency, reorganization, or receivership proceedings: (a) pending against or being contemplated by Seller, or (b) to Seller’s knowledge, threatened against, Seller or any of the Assets.

Section 3.10 Contracts.

The Leases are not subject to or burdened by, and the Assets do not include, any Material Contracts. “Material Contract” means any contract, agreement or instrument (whether recorded or unrecorded, oral or in writing), that (a) can reasonably be expected to result in gross revenue per fiscal year in excess of $10,000.00; (b) can reasonably be expected to result in expenditures per fiscal year in excess of $10,000.00; (c) are with any affiliate of Seller; (d) are participation agreements, exploration agreements, development agreements, joint operating agreements, unitization agreements, pooling agreements, communitization agreements or similar agreements; (e) have the purpose or requirement to sell, lease, farmout, exchange or otherwise dispose of all or any part of the Assets; (f) contain any drilling or development obligations on the part of Seller; (g) contain any area of mutual interest agreements, most-favored nations provisions, non-compete agreements or similar provisions; or (h) contain any call upon, option to purchase or similar rights with respect to the Assets or to the production therefrom or the processing thereof.

Section 3.11 No Distribution.

Seller is an experienced and knowledgeable investor, Seller is able to bear the economic risks of its acquisition and ownership of the Equity Consideration, and Seller is capable of evaluating (and has evaluated) the merits and risks of investing in the Equity Consideration and Seller’s acquisition and ownership thereof. Seller is an “accredited investor,” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and is acquiring the Equity Consideration for its own account and not with a view to a sale or distribution thereof in violation of the Securities Act, and the rules and regulations thereunder or any other securities laws. Seller acknowledges and understands that (i) the acquisition of the Equity Consideration has not been registered under the Securities Act in reliance on an exemption therefrom and (ii) the Equity Consideration will, upon its acquisition by Seller be characterized as “restricted securities” under state and federal securities laws. Seller agrees that the Equity Consideration may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of except pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act, and in compliance with applicable state and federal securities laws

Section 3.12 Taxes and Assessments.

All ad valorem, property, excise, severance, production, sales, use and similar taxes based upon or measured by the ownership or operation of the Assets or the production of hydrocarbons or the receipt of proceeds therefrom (“Asset Taxes”) that have become due and payable have been paid, all tax returns with respect to Asset Taxes required to be filed have been timely filed, and none of the Assets are subject to any tax partnership agreement or are otherwise treated, or required to be treated, as held in an arrangement requiring a partnership income tax return to be filed under Subchapter K of Chapter 1 of Subtitle A of the Internal Revenue Code of 1986, as amended.

Section 3.13 Waiver.

EXCEPT FOR SELLER’S EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH ABOVE IN THIS ARTICLE 3 AND SELLER’S SPECIAL WARRANTY OF TITLE IN THE CONVEYANCE, THE ASSETS ARE BEING CONVEYED BY SELLER TO PURCHASER WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, COMMON LAW OR OTHERWISE, AND THE PARTIES HEREBY EXPRESSLY DISCLAIM, WAIVE, AND RELEASE ANY WARRANTY OF MERCHANTABILITY, CONDITION, SAFETY, OR FITNESS FOR A PARTICULAR PURPOSE; AND PURCHASER ACCEPTS THE ASSETS, “AS IS, WHERE IS, WITH ALL FAULTS, WITHOUT RECOURSE.”

SELLER MAKES NO REPRESENTATION OR WARRANTY (EXPRESS, STATUTORY OR IMPLIED), AND EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, AS TO THE ACCURACY, COMPLETENESS, OR ADEQUACY OF THE RECORDS OR THE DESCRIPTION OF THE ASSETS HEREIN OR IN THE CONVEYANCE. EXCEPT TO THE EXTENT RESULTING FROM A BREACH OF SELLER’S SPECIAL WARRANTY OF TITLE SET FORTH IN THE CONVEYANCE, SELLER SHALL HAVE NO LIABILITY TO PURCHASER FOR ANY ALLEGED OR ACTUAL TITLE DEFECTS OR FOR FAILING TO DELIVER THE SPECIFIED NRI, NET MINERAL ACRES, OR GROSS ACRES, AND PURCHASER WAIVES ANY RIGHT TO MAKE OR ASSERT ANY CLAIM AGAINST SELLER FOR ANY TITLE DEFECT OR FOR FAILING TO DELIVER THE SPECIFIED NRI, NET MINERAL ACRES, OR GROSS ACRES.

Article 4

REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser represents and warrants to Seller as of the date hereof and as of the Closing as follows:

Section 4.1 Existence and Qualification.

Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware.

Section 4.2 Power and Authorization.

Purchaser has the power to enter into and perform this Agreement and consummate the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement, and the performance of the transactions contemplated hereby, have been duly and validly authorized by all necessary corporate action on the part of Purchaser.

Section 4.3 Enforceability.

This Agreement has been duly executed and delivered by Purchaser (and all documents required hereunder to be executed and delivered by Purchaser at Closing will be duly executed and delivered by Purchaser) and this Agreement constitutes, and at the Closing, such documents will constitute, the valid and binding obligations of Purchaser, enforceable in accordance with their terms except as such enforceability may be limited by applicable bankruptcy or other similar laws affecting the rights and remedies of creditors generally as well as by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Section 4.4 Litigation.

There are no actions, suits or proceedings pending, or to Purchaser’s knowledge, threatened, before any court or other governmental entity against Purchaser which are reasonably likely to impair Purchaser’s ability to perform its obligations under this Agreement or any document required to be executed and delivered by Purchaser at the Closing.

Section 4.5 Due Diligence.

Subject to and without limiting any representations and warranties of Seller set forth herein or in the documents delivered hereunder (a) Purchaser has conducted all due diligence, review of documents, Lease files and relevant documents related to the Assets prior to the Closing and (b) Purchaser waives any right to any post-Closing adjustments. Purchaser is familiar with the Assets and is a knowledgeable, experienced and sophisticated investor in the oil and gas business. In entering into this Agreement, Purchaser has relied and will rely solely on the terms of this Agreement and upon its own independent analysis, evaluation, and investigation of, and judgment with respect to the business, economic, legal, tax and other consequences of this Agreement and the transactions contemplated herein, including its estimate and appraisal of the extent and value of the Assets, and the oil, gas and other reserves associated with the Assets.

Section 4.6 Financing. Subject to the satisfaction of the conditions to the Closing set forth herein, Purchaser has, or will have as of the Closing Date (including the Private Placements), sufficient cash, available lines of credit or other sources of immediately available funds (in United States Dollars) to enable Purchaser to pay at the Closing the entirety of the $24,000,000.00 Cash Consideration.

Section 4.7 Equity Consideration. All of the Equity Consideration issuable at the Closing in accordance with this Agreement or issuable upon exercise thereafter will be, when so issued (a) duly authorized, validly issued, fully paid and non-assessable, (b) not subject to, or issued in violation of, any preemptive rights, (c) not issued in violation of any federal or state securities laws, (d) free and clear of any Liens or other restrictions whatsoever (other than those arising under state or federal securities laws) and (e) except as otherwise set forth herein, rank pari passu in all respects with the securities issued pursuant to the Private Placements.

Article 5

ACTIONS OF THE PARTIES PRIOR TO CLOSING

Section 5.1 Seller’s Obligations. From and after the date hereof until the Closing, Seller shall: (a) own and operate the Assets as a reasonably prudent operator, in compliance with all applicable laws and contracts, leases and agreements; (b) maintain the books of account and Records relating to the Assets in the usual, regular and ordinary manner, in accordance with the usual accounting practices of Seller; (c) not transfer, sell, hypothecate, encumber, novate or otherwise dispose of any of the Assets; (d) not terminate (other than terminations of based on the expiration without any affirmative action by Seller), novate, materially amend, execute or extend any Leases or contracts binding on or included in the Assets; (e) not approve or conduct any individual authorization for expenditure or similar request or invoice for funding or participation under any contract for any operations on the Leases; (f) not enter into, amend or change the terms of any Material Contract or Lease; (g) maintain in full force and effect all Leases; (h) not, and Seller shall cause their respective affiliates and each of their respective directors, officers, employees, representatives, advisors, brokers or agents not to, directly or indirectly, (A) actively market any material amount of the Assets (an “Acquisition Transaction”) to any individual, firm, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization, governmental authority or any other entity (each, a “Person”), (B) solicit or initiate negotiations or submissions of proposals or offers in respect to any Acquisition Transaction or (C) permit any Person (other than Purchaser) to conduct any on-site diligence with respect to the Assets; and (i) not commit or enter into an agreement with respect to any matter that is prohibited by the foregoing.

Section 5.2 Purchaser’s Obligation. From and after the Execution Date, Purchaser shall use commercially reasonable efforts to cause the conditions to Closing set forth in Sections 2.2(b)(iv) and (v) to be satisfied or waived and to cause the Closing to occur.

Article 6

TAX MATTERS

Section 6.1 Asset Taxes.

(a) Seller shall be allocated and bear all Asset Taxes attributable to the Assets with respect to (i) any tax period ending prior to the Effective Date and (ii) the portion of any tax period beginning before and ending after the Effective Date (a “Straddle Period”) ending immediately prior to the Effective Date, and Purchaser shall be allocated and bear all Asset Taxes attributable to the Assets with respect to (x) any tax period beginning at or after the Effective Date and (y) the portion of any Straddle Period beginning at the Effective Date.

(b) For purposes of determining the allocations described in Section 6.1(a), (i) Asset Taxes that are attributable to the severance or production of hydrocarbons (other than such Asset Taxes described in clause (iii), below) shall be allocated to the period in which the severance or production giving rise to such Asset Taxes occurred, (ii) Asset Taxes that are based upon or related to sales or receipts or imposed on a transactional basis (other than such Asset Taxes described in clause (i) above or (iii) below), shall be allocated to the period in which the transaction giving rise to such Asset Taxes occurred, and (iii) Asset Taxes that are ad valorem, property or other Asset Taxes imposed on a periodic basis pertaining to a Straddle Period shall be allocated between the portion of such Straddle Period ending immediately prior to the Effective Date and the portion of such Straddle Period beginning at the Effective Date by prorating each such Asset Tax based on the number of days in the applicable Straddle Period that occur before the date on which the Effective Date occurs, on the one hand, and the number of days in such Straddle Period that occur on or after the date on which the Effective Date occurs, on the other hand.

Section 6.2 Transfer Taxes and Recording Fees.

Purchaser shall bear and pay (a) all sales, use, transfer, stamp, documentary, registration, excise or similar taxes incurred or imposed with respect to the transactions described in this Agreement (“Transfer Taxes”), and (b) all required filing and recording fees and expenses in connection with the filing and recording of the assignments, conveyances or other instruments required to convey title to the Assets to Purchaser. Seller and Purchaser shall reasonably cooperate in good faith to minimize, to the extent permissible under applicable law, the amount of any such Transfer Taxes.

Section 6.3 Cooperation.

Purchaser and Seller covenant and agree that subsequent to the Closing, upon reasonable notice and during normal business hours, they will: (a) give the other Party and its representatives information, books and records relevant to the Assets, to the extent necessary to enable the other party to prepare its tax returns or determine the amount of any tax benefit the requesting Party may be entitled to receive pursuant to this Agreement, (b) provide the other Party with such information, books and records as may reasonably be requested in connection with any tax return, inquiry, election, audit or other examination by any tax authority, or judicial or administrative proceedings relating to liability for taxes with respect to the Assets and (c) retain all books and records with respect to tax matters pertinent to the Assets relating to any tax period beginning before the Closing Date until the expiration of the statute of limitations of the respective tax periods and abide by all record retention agreements entered into with any governmental authority.

Section 6.4 Tax Returns.

Subject to Purchaser’s indemnification rights under Section 7.2(c), after the Closing Date, (a) Purchaser shall be responsible for paying any Asset Taxes relating to any tax period that ends before or includes the Effective Date that become due and payable after the Closing Date and shall file with the appropriate governmental authority any and all tax returns required to be filed after the Closing Date with respect to such Asset Taxes, (b) Purchaser shall submit each such tax return to Seller for its review and comment reasonably in advance of the due date therefor and (c) Purchaser shall timely file any such tax return, incorporating any comments received from Seller prior to the due date therefor.

Article 7

ASSUMPTION OF LIABILITIES AND INDEMNIFICATION

Section 7.1 Purchaser’s Assumption of Liability.

From and after the Closing and subject to Section 7.2, Purchaser shall assume and pay, perform, fulfill and discharge and release and indemnify Seller and its affiliates from (a) subject to Section 7.2(a) and Section 7.2(b), all costs, expenses, and damages regarding the Assets, (b) damages resulting from any breaches or inaccuracies of any representations, warranties or covenants of Purchaser set forth herein, and (c) any Asset Taxes allocable to Purchaser pursuant to Section 6.1.

Section 7.2 Seller’s Retained Liabilities.

From and after the Closing, Seller shall retain and pay, perform, fulfill and discharge and release and indemnify Purchaser and its affiliates from (a) for one (1) year after the Closing, all costs, expenses and damages regarding the Assets attributable to the period of time prior to the Effective Date, (b) damages resulting from any breaches or inaccuracies of any representations, warranties or covenants of Seller set forth herein and (c) any Asset Taxes allocable to Seller pursuant to Section 6.1; provided that (x) all representations and warranties made by Seller in Sections 3.1, 3.2, 3.3, 3.4 and 3.9 shall survive for the applicable statute of limitations, (y) all other representations and warranties made herein by Seller and any liability arising with respect thereto shall survive the Closing, but only for a period of six (6) months from the Closing and (z) all covenants set forth herein of Purchaser or Seller shall survive until fully performed. Notwithstanding anything to the contrary in this Agreement, (1) Seller will not have any liability for indemnification to Seller or any of its affiliates under this Section 7.2 for breaches of representations and warranties of Seller until and unless the aggregate amount of all liability for damages for which Seller and/or its affiliates is entitled to indemnification exceeds a deductible equal two percent (2%) of the Cash Consideration; and (2) in no event will Seller have any liability to indemnify Seller and/or its affiliates from and against damages under this Agreement for breaches of representations and warranties of Seller in excess of twenty percent (20%) of the Cash Consideration.

Article 8

ADDITIONAL AGREEMENTS

Section 8.1 Information Statement.

Seller shall furnish all information as Purchaser may reasonably request in connection with the preparation and filing of an information statement (the “Information Statement”) containing the information required under Schedule 14C promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by Creek Road with the U.S. Securities and Exchange Commission (the “SEC”) regarding the transactions contemplated by the Merger Agreement and this Agreement. Such information will not include any untrue statement of any material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Seller shall promptly correct any information provided by it or any of its officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives for use in the Information Statement if and to the extent that such information shall have become false or misleading in any material respect.

Section 8.2 Financing Cooperation.

Seller agrees, and shall use commercially reasonable efforts, to provide such assistance as is reasonably requested by Purchaser with reasonable prior notice in connection with any arrangement, marketing, syndication and consummation of any financing, including the Private Placements, that may be arranged by Purchaser or Creek Road to the extent deemed necessary or advisable by Purchaser to fund any portion of the Cash Consideration; provided that such requested assistance does not unreasonably interfere with the ongoing business or operations of Seller.

Article 9

TERMINATION

Section 9.1 Termination. This Agreement may be terminated at any time prior to the Closing:

(a) by the mutual prior written consent of Seller and Purchaser; or

(b) by Purchaser upon a breach of any representation, warranty, covenant or agreement on the part of Seller set forth in this Agreement, or if any representation or warranty of Seller shall have become untrue, in either case such that the conditions set forth in Section 2.2(b)(i) and Section 2.2(b)(ii) would not be satisfied (“Terminating Seller Breach”); provided that Purchaser has not waived such Terminating Seller Breach and Purchaser is not then in material breach of its representations, warranties, covenants or agreements in this Agreement; provided, further that, if such Terminating Seller Breach is curable by Seller, Purchaser may not terminate this Agreement under this Section 9.1(b) for so long as Seller continues to exercise its reasonable efforts to cure such breach, unless such breach is not cured within fifteen (15) days after notice of such breach is provided by Purchaser to Seller;

(c) by Seller upon a breach of any representation, warranty, covenant or agreement on the part of Purchaser set forth in this Agreement, or if any representation or warranty of Purchaser shall have become untrue, in either case such that the conditions set forth in Section 2.2(a)(i) and Section 2.2(a)(ii) would not be satisfied (“Terminating Purchaser Breach”); provided that Seller has not waived such Terminating Purchaser Breach and Seller is not then in material breach of its representations, warranties, covenants or agreements in this Agreement; provided, further that, if such Terminating Purchaser Breach is curable by Purchaser, Seller may not terminate this Agreement under this Section 9.1(c) for so long as Purchaser continues to exercise its reasonable efforts to cure such breach, unless such breach is not cured within fifteen (15) days after notice of such breach is provided by Seller to Purchaser; or

(d) by Seller if the Cash Consideration has not been received by Seller pursuant to Section 2.1(a) on or before January 18, 2023; provided that Seller is not then in material breach of its representations, warranties, covenants or agreements in this Agreement.

Section 9.2 Effect of Termination.

(a) If this Agreement is terminated pursuant to Section 9.1, this Agreement shall become void and of no further force or effect (except for the provisions of this Article 9 and Article 11, all of which shall survive and continue in full force and effect indefinitely).

(b) In the event that (i) all conditions precedent to the obligations of Seller set forth in Section 2.2(a) have been satisfied or waived by Seller and (ii) the Closing has not occurred as a result of the material breach or failure of any Seller’s representations, warranties or covenants hereunder, including, if and when required, Seller’s obligations to consummate the transactions contemplated hereunder at the Closing, then Purchaser shall be entitled to elect in writing, to (A) exercise any and all rights and remedies, including rights to specific performance of this Agreement, that Purchaser may be entitled to at law or in equity or (B) terminate this Agreement.

(c) In the event that (i) all conditions precedent to the obligations of Purchaser set forth in Section 2.2(b) have been satisfied or waived by Purchaser and (ii) the Closing has not occurred as a result of the material breach or failure of any Purchaser’s representations, warranties or covenants hereunder, including, if and when required, Purchaser’s obligations to consummate the transactions contemplated hereunder at the Closing, then Seller shall be entitled to elect in writing, to (A) exercise any and all rights and remedies, including rights to specific performance of this Agreement, that Seller may be entitled to at law or in equity or (B) terminate this Agreement.

Article 10

ACTIONS OF THE PARTIES AFTER CLOSING

Section 10.1 Filing of State Leases. Promptly after the Closing, Seller and Purchaser shall submit the forms for the State Leases to the Colorado State Land Board for approval for the assignment of the State Leases.

Section 10.2 Records Delivery. Within three (3) business days after the Closing, Seller shall make the originals and copies of the Records in respect of the Assets, including any electronic versions, available for pickup by Purchaser or, at Purchaser’s request and sole cost, shall ship such Records to Purchaser; provided that Seller shall have the right to keep copies (at Seller’s sole cost and expense) of such Records.

Section 10.3 Non-Competition.

(a) Seller acknowledges that Purchaser is entering into this Agreement and assuming the obligations hereunder in contemplation of undertaking substantial further development of the Assets, which development is intended to permit Purchaser to satisfy such assumed obligations. As a material inducement to Purchaser to enter into this Agreement, from and after Closing, Seller shall not, and shall ensure and cause each affiliate of Seller (each, a “Restricted Person”) not to, directly or indirectly, acquire in any capacity during the period from and after the Closing Date and ending on the date that is three (3) years after the Closing Date (the “Non-Compete Period”), any interest in any Restricted Opportunity, whether alone or as a partner, joint venturer or equity interest holder of any Person acquiring such interest. Without limiting Purchaser’s other rights, in the event any Restricted Person acquires any Restricted Opportunity during the Non-Compete Period, Seller shall, or, as applicable, Seller shall cause such Restricted Person to, (i) promptly (but in no event later than ten (10) days after the acquisition of such Restricted Opportunity) notify Purchaser of such acquisition, which notice shall include all terms of such Restricted Opportunity and any and all information (including title and land files) in Seller’s and such Restricted Person’s possession regarding such Restricted Opportunity, (ii) Purchaser shall have the right, but not the obligation, to elect in writing within ten (10) days after receipt of Seller’s notice to acquire all or any portion of such Restricted Opportunity for a purchase price equal to one dollar ($1.00) for each net mineral acre included in such Restricted Opportunity and (iii) if Purchaser elects to exercise such right, (A) Seller shall assign such Restricted Opportunity to Purchaser or its designee free and clear of any burdens or encumbrances by, through or under Seller and its affiliates pursuant to an assignment and conveyance form reasonably acceptable to Purchaser, containing a special warranty of title by, through and under Seller and its affiliates and (B) Purchaser shall pay the applicable Restricted Person a purchase price equal to one dollar ($1.00) for each net mineral acre included in such Restricted Opportunity assigned to Purchaser or its designee.

(b) As used herein:

(i) “affiliate” means, with respect to any Person, a Person that directly or indirectly controls, is controlled by or is under common control with such Person, with control in such context meaning the ability to direct the management or policies of a Person through ownership of voting shares or other securities, pursuant to a written agreement, or otherwise.

(ii) “Restricted Area” means the geographical boundaries and lands located in the areas described as follows:

(A) all lands located in the West Half (“W/2”) of Townships 8, 9, 10, and 11 North, Range 61 West, in Weld County, Colorado; and

(B) all lands located in Townships 8, 9 10 & 11 North, Ranges 62, 63, and 64 West, in Weld County, Colorado.

(iii) “Restricted Opportunity” means any opportunity for, including an opportunity to finance, the leasing, acquisition, farm-in, exploration, development, production, gathering or marketing or any combination of the foregoing, of oil, gas or other hydrocarbon leases, hydrocarbon interests, royalty interests, overriding royalty interests, hydrocarbon interests payable out of production, production payments or any other rights to acquire any of the foregoing interests in or attributable to any lands covering or burdening any lands burdened by the Leases or lands located within the Restricted Area.

(c) The Parties agree that the limitations contained herein with respect to time, geographical area and scope of activity are reasonable in all respects and necessary to preserve the value of the goodwill and Assets being conveyed by Seller pursuant hereto. However, if any court shall determine that the time, geographical area or scope of activity of any restriction contained herein is unenforceable, it is the intention of the Parties that such restrictive covenant set forth herein shall not thereby be terminated but shall be deemed amended to the extent required to render it valid and enforceable.

Section 10.4 Equity Consideration. Purchaser covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder (or, if Purchaser is not required to file such reports, it will make publicly available such necessary information for so long as necessary to permit sales of the Equity Consideration pursuant to Rule 144 under the Securities Act until such sales can be made without any restrictions or limitations), and it will take any such further action as reasonably requested to the extent required from time to time to enable Seller to sell the Equity Consideration without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 under the Securities Act, as such rules may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the SEC. The legend endorsed on the certificate evidencing the Equity Consideration pursuant to Section 2.5(e) shall be removed and Purchaser shall issue to Seller a certificate without such legend at such time as the securities evidenced thereby cease to be “restricted securities” under federal securities laws.

Article 11

MISCELLANEOUS

Section 11.1 Counterparts.

This Agreement may be executed in counterparts, each of which shall be deemed an original instrument, but all such counterparts together shall constitute but one agreement. A Party’s delivery of an executed counterpart signature page by facsimile or email is as effective as executing and delivering this Agreement in the presence of the other Party. No Party shall be bound until such time as all of the Parties have executed counterparts of this Agreement.

Section 11.2 Entire Agreement; Assignment.

(a) This Agreement, the exhibits hereto and the documents and certificates delivered in connection herewith constitute the entire agreement among the Parties with respect to the subject matter hereof, and supersedes all prior agreements and understandings, both written and oral, between the Parties with respect to the subject matter hereof.

(b) This Agreement shall not be assigned by a Party by operation of law or otherwise without the prior written consent of the other Party and any such assignment purported to be made in violation of this provision shall be null and void ab initio; provided, however, Purchaser shall have the right to assign prior to the Closing to an affiliate of Purchaser, in which event Purchaser and such assignee shall be jointly and severally liable for their obligations under this Agreement.

Section 11.3 Governing Law.

This Agreement shall be governed and construed in accordance with the laws of the State of Delaware, without regard to any applicable conflicts of law principles. The Parties expressly and irrevocably: (a) consent to the exclusive jurisdiction of the federal or state courts sitting in the State of Delaware, (b) agree not to bring any action related to this Agreement or the transactions contemplated hereby in any other court (except to enforce the judgment of such courts) and (c) agree not to object to venue in such courts or to claim that such forum is inconvenient. Final judgment by such courts shall be conclusive and may be enforced in any manner permitted by law.

Section 11.4 Waiver of Jury Trial.

EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING RELATING TO THIS AGREEMENT.

Section 11.5 Binding Nature; No Third Party Beneficiaries.

This Agreement shall be binding upon and inure solely to the benefit of each Party and its permitted successors and assigns, and except as otherwise expressly set forth herein, nothing in this Agreement, express or implied, is intended to or shall confer upon any other person or persons any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement.

Section 11.6 Severability.

If a court of competent jurisdiction determines that any term, condition or provision of this Agreement is void, illegal, unenforceable or unconscionable under any present or future law (or interpretation thereof), the remainder of this Agreement shall remain in full force and effect, and the terms, conditions and provisions that are determined to be void, illegal, unenforceable or unconscionable shall be deemed severed from this Agreement as if this Agreement had been executed with the invalid provisions eliminated; provided, however, that notwithstanding the foregoing, if the removal of such provisions destroys the material purpose of this Agreement, this Agreement shall no longer be of any force or effect.

Section 11.7 Interpretation.

For purposes of interpreting the provisions of this Agreement, the Parties acknowledge and agree that: (i) this Agreement is the result of negotiations between the Parties, and their respective counsel; (ii) the Parties are deemed to have equal bargaining power and position; (iii) the Parties are deemed to have drafted this Agreement jointly; and (iv) the rule of construction that ambiguities are to be resolved against the drafting party shall not be employed in the interpretation or construction of this Agreement.

Section 11.8 Further Assurances.

After the Closing, Seller and Purchaser agree to take such further actions and to execute, acknowledge and deliver all such further documents as are reasonably requested by a Party for carrying out the purposes of this Agreement or of any document delivered pursuant to this Agreement.

Section 11.9 Non-Recourse Persons.

Seller acknowledges and agrees that no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholder, agent, attorney, representative, affiliate or financing source of Purchaser, and any of the foregoing Person’s respective past, present or future directors, managers, officers, employees, incorporators, members, partners, stockholders, agents, attorneys, representatives, affiliates or financing sources (excluding, in each case, Purchaser, and subject to such exclusion, each, a “Non-Recourse Person”), in such capacity, shall have any liability or responsibility (in contract, tort or otherwise) for, and Purchaser hereby waives, releases, remises and forever discharges any damages, suits, legal or administrative proceedings, claims, demands, losses, costs, obligations, liabilities, interests, charges or causes of action whatsoever, in law or in equity, known or unknown, against each Non-Recourse Persons which are based on, related to, or arise out of the negotiation, performance and consummation of this Agreement or any other documents delivered at the Closing pursuant to this Agreement (together with all other documents, certificates and instruments delivered under this Agreement) or the transactions contemplated hereunder or thereunder. Each Non-Recourse Person is expressly intended as a third-party beneficiary of this Section 11.9.

Section 11.10 Limitation on Damages.

Notwithstanding anything in this Agreement to the contrary, neither Party shall be liable to the other Party for special, indirect, consequential, punitive or exemplary damages suffered by such Party resulting from or arising out of this Agreement or the breach thereof or under any other theory of liability, whether tort, negligence, strict liability, breach of contract, warranty, indemnity or otherwise.

Section 11.11 Specific Performance.

The Parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof for which money damages, even if available, would not be an adequate remedy and that the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof, in addition to any other remedy available at law or in equity. The Parties further agree to waive any requirement for the securing or posting of any bond in connection with such remedy.

Section 11.12 Notice.

All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given and deemed given by (i) delivery in person when so delivered, (ii) email on the date sent (or the next business day if sent after normal business hours of the recipient Party) or (iii) registered or certified mail (postage prepaid, return receipt requested) on the fifth business day after dispatch to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 11.12):

if to Purchaser:

Prairie Operating Co., LLC

8636 N. Classen Boulevard
Oklahoma City, Oklahoma 73114

Attention: Gary Hanna; Edward Kovalik

Email: gh@prairieopco.com; ek@prairieopco.com

with a copy to:

Vinson & Elkins L.L.P.

845 Texas Avenue

Suite 4700

Houston, Texas 77002

Attention: T. Mark Kelly; Crosby Scofield

Email: mkelly@velaw.com; cscofield@velaw.com

if to Seller:

Exok, Inc.

6410 N. Santa Fe

Oklahoma City, Oklahoma 73116
Attention: Steven D. Bryant

Email: bryant@coxinet.net

[Signature page follows.]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

Signature Page to Purchase and Sale Agreement

EXHIBIT A

Fee Leases