Material Agreement (Form 8-K)

As previously disclosed on the Current Report on Form 8-K of Prairie Operating Co. (the "Company") filed on March 26, 2025, the Company entered into a Securities Purchase Agreement (the "Purchase Agreement") with each of the investors listed on the Schedule of Buyers attached thereto (collectively, the "Buyers"), pursuant to which, among other things, the Company (i) sold to the Buyers 148,250 shares (the "Preferred Shares") of the Company's Series F Preferred Stock, $0.01 par value per share ("Series F Preferred Stock"), with a stated value of $1,000 per share, subject to adjustment (the "Stated Value"), and (ii) agreed to issue to the Buyers upon the one-year anniversary of the issue date of the Preferred Shares, subject to the satisfaction of certain conditions, warrants to purchase a number of shares of the Company's common stock, $0.01 par value per share ("Common Stock"), equal to the quotient of (1) 125% of the Stated Value of all Series F Preferred Stock held by such holder on the original issuance date, divided by (2) the average of the 10 daily volume-weighted average per share trading prices of the Common Stock during the 10 trading days prior to the original issuance date.

On March 25, 2026, the Company and the Buyers entered into an Amendment to Securities Purchase Agreement and Form of Anniversary Warrant (the "Amendment"). Among other things, the Amendment (i) amends Section 4(w) of the Purchase Agreement to change the "Anniversary Warrant Issuance Date" from the first anniversary of the Closing Date (as defined in the Purchase Agreement) to April 7, 2026; (ii) amends certain footnotes in the Form of Anniversary Warrant attached as Exhibit B to the Purchase Agreement to replace certain references to the first anniversary of the Closing Date with references to April 7, 2026; and (iii) provides that the Company shall pay to the Buyers an aggregate amount equal to $3 million on April 6, 2026, unless the obligation to pay such fee has been waived by the Buyers in their sole discretion.

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