| Re: |
Agreement re Certain Rights
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| 1. |
Amendment to July 22nd Letter Agreement. Section 1 of the July 22nd Letter Agreement is
hereby amended and restated in its entirety as follows:
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| 2. |
Amendment to Form of Anniversary Warrant.
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| (a) |
Footnote 1 to the form of Anniversary Warrant (the “Form of Anniversary Warrant”)
attached as Exhibit B to that certain Securities Purchase Agreement, dated as of March 24, 2025, between the Company and High Trail, as amended by that certain Amendment to Securities Purchase Agreement and Form of Anniversary Warrant,
dated as of March 25, 2026, by and among the Company and High Trail, as further amended by that certain Amendment and Restatement of Amendment to Securities Purchase Agreement and Form of Anniversary Warrant, dated as of April 6, 2026, by
and among the Company and High Trail, as further amended by the Partial Redemption Letter Agreement, and as further amended by that certain Agreement re Certain Rights (Letter Agreement re Floor Price Modification), dated as of June 10,
2026, by and among the Company and High Trail (as so amended, the “Securities Purchase Agreement”) is hereby further amended and restated in its entirety as
follows:
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| (b) |
Footnote 2 to the Form of Anniversary Warrant is hereby further amended and restated in its entirety as follows:
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| 3. |
Amendment to Securities Purchase Agreement. Section 4(w) of the Securities Purchase
Agreement is hereby amended and restated in its entirety as follows:
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| 4. |
Miscellaneous.
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| (a) |
The effectiveness of this letter agreement shall be contingent upon the Company paying on or before August 10, 2026 (i) all reasonable and documented out-of-pocket
expenses and costs of High Trail (including, without limitation, the reasonable and documented attorney fees and expenses of counsel for High Trail) in connection with the preparation, negotiation, execution and approval of this letter
agreement and the transactions contemplated hereby and (ii) all previously invoiced amounts of counsel for High Trail that remain outstanding as of the date hereof.
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| (b) |
No later than 9:30 a.m., New York time, on the Business Day immediately following the date of this letter agreement, the Company shall file a Current Report on Form
8-K with the Securities and Exchange Commission (the “Form 8-K”) reasonably acceptable to High Trail disclosing all the material terms of the transactions
contemplated by this letter agreement. From and after the filing of the Form 8-K, the Company shall have disclosed all material, non-public information (if any) provided to High Trail or any of its affiliates by the Company or any of its
Subsidiaries or any of their respective officers, directors, employees or agents, other than solely with respect to High Trail Capital LP (but only High Trail Capital LP) which currently continues to be in possession of material, non-public
information regarding the Company and its Subsidiaries consisting solely of information unrelated to the transactions contemplated hereby. In addition, effective upon the filing of the Form 8-K, the Company acknowledges and agrees that any
and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and
High Trail or any of its affiliates, on the other hand, shall have terminated and neither High Trail nor any of its affiliates have been subject to any such obligation since the filing of the Form 8-K
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| (c) |
This letter agreement may be executed by one or more of the parties on any number of separate counterparts, and all of said counterparts taken together shall be
deemed to constitute one and the same instrument. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this letter agreement and/or any document to be signed in connection with this letter
agreement and the transactions contemplated hereby shall be deemed to include Electronic Signatures (as defined below), electronic deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect,
validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be. As used herein, “Electronic
Signatures” means any electronic symbol or process attached to, or associated with, any contract or other record and adopted by a person with the intent to sign, authenticate or accept such contract or record. A party’s
electronic signature (complying with the New York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301-309), as amended from time to time, or other applicable law) of this letter agreement shall have the same validity and effect
as a signature affixed by the party’s hand.
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| (d) |
All questions concerning the construction, validity, enforcement and interpretation of this letter agreement shall be determined in accordance with the provisions
of the Securities Purchase Agreement.
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| (e) |
This letter agreement shall constitute a Transaction Document for all purposes under the Securities Purchase Agreement. Except as expressly set forth herein, the
Transaction Documents (including the July 22nd Letter Agreement) are hereby ratified and reaffirmed. Each of the Company and High Trail acknowledges, confirms and agrees that all of its respective obligations owing to the other party under
the Transaction Documents are hereby reaffirmed and shall remain in full force and effect with no further amendments, modifications or changes hereby.
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| (f) |
The agreement set forth in this letter agreement is limited to the extent specifically set forth above and shall in no way serve to amend or waive compliance with
any terms, covenants or provisions of the Securities Purchase Agreement, the Partial Redemption Letter Agreement, the July 22nd Letter Agreement or the Certificate of Designation as between the parties hereto, other than as expressly set
forth above.
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Very truly yours,
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PRAIRIE OPERATING CO.
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By: /s/ Gregory S. Patton
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Name: Gregory S. Patton
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Title: Chief Executive Officer
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