Exhibit
10.2


 


STOCKHOLDERS
AGREEMENT


 


This
STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of [•], 2022 (the “Effective Date”),
is entered into by and among Creek Road Miners, Inc., a Delaware corporation (the “Company”), Bristol Capital
Advisors, LLC, a Delaware limited liability company (“Bristol”), Paul Kessler, an individual residing in the
State of California (“Kessler”), Edward Kovalik, an individual residing in the State of Texas (“Kovalik”),
and Gary Hanna, an individual residing in the State of Oklahoma (“Hanna” and together with Kovalik, the “Prairie
Members”).


 


RECITALS


 


WHEREAS,
in connection with, and effective upon, the transactions (the “Merger”) contemplated by that certain Agreement
and Plan of Merger, dated as of [●], 2022, by and among the Company, Prairie Operating Co., LLC, a Delaware limited liability company,
and Creek Road Merger Sub, LLC, a Delaware limited liability company (the “Merger Agreement”), the Company,
Bristol, Kessler and the Prairie Members are entering into this Agreement to set forth certain understandings among themselves.


 


WHEREAS,
Bristol is the investment advisor to Bristol Investment Fund, Ltd., an exempted company incorporated with limited liability under the
Laws of the Cayman Islands, and certain other investment funds (collectively, together with Kessler and Bristol, the “Bristol
Parties”).


 


NOW,
THEREFORE, in consideration of the mutual covenants contained herein and for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, each of the Parties (as defined below) agrees as follows:


 


AGREEMENTS


 


Article
I


DEFINITIONS


 


1.1
Certain Definitions. As used in this Agreement, the following terms will have the meanings set forth in this Section 1.1.
Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Merger Agreement.


 


“Affiliate”
means, with respect to a specified Person, a Person that directly, or indirectly through one or more intermediaries, controls, is controlled
by or is under common control with, such specified Person; provided, that when referring to the Company or any entity controlled
by the Company, such term shall not include any entities other than the Company and any entities controlled by the Company. In addition
to the foregoing, if the specified Person is an individual, the term “Affiliate” also includes (a) the individual’s
spouse, (b) the members of the immediate family (including parents, siblings and children) of the individual or of the individual’s
spouse, and (c) any corporation, limited liability company, general or limited partnership, trust, association or other business or investment
entity that directly or indirectly, through one or more intermediaries controls, is controlled by or is under common control with any
of the foregoing individuals. For purposes of this definition, the term “control” (including the terms “controlling,”
“controlled by” and “under common control with”) means the possession, direct or indirect, of the power to direct
or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by Contract or
otherwise. For purposes of this Agreement, (i) the Company shall not constitute an Affiliate of any Party and (ii) no Party shall be
deemed to be an Affiliate of another Party solely by reason of the execution and delivery of this Agreement.


 






    	 



     


    

 


“Beneficial
Owner” means, with respect to any security, any Person who directly or indirectly, through any contract, arrangement, understanding,
relationship or otherwise, has or shares (a) voting power, which includes the power to vote, or to direct the voting of, such security
or (b) investment power, which includes the power to dispose, or to direct the disposition of, such security. The terms “Beneficially
Own” and “Beneficial Ownership” will have correlative meanings.


 


“Board”
means the Board of Directors of the Company.


 


“Common
Stock” means the shares of common stock, par value $0.0001 per share, of the Company.


 


“Necessary
Action” means, with respect to a specified result, all actions (to the extent such actions are permitted by applicable
Law, the Company’s certificate of incorporation and bylaws and, in the case of any action by the Company that requires a vote or
other action on the part of the Board, to the extent such action is consistent with the fiduciary duties that the Company’s directors
have in such capacity) necessary to cause such result, including (a) causing the adoption of stockholders’ resolutions and amendments
to the organizational documents of the Company, (b) causing members of the Board (to the extent such members were designated by the Person
obligated to undertake the Necessary Action) to act (subject to any applicable fiduciary duties) in a certain manner or causing them
to be removed in the event they do not act in such a manner, (c) executing agreements and instruments and (d) making or causing to be
made, with Governmental Authorities, all filings, registrations or similar actions that are required to achieve such result.


 


“Party”
(or in plural form, “Parties”) means a party to this Agreement.


 


Article
II

GOVERNANCE MATTERS


 


2.1 Board
Designees.


 


(a) The
Company, Kessler, Bristol and the Prairie Members will, and Kessler and Bristol will cause the other Bristol Parties to, use reasonable
best efforts, including taking all Necessary Action, to cause the Board to cause the following nominees to be elected to serve as director
on the Board:


 


(i) for
so long as Bristol, Kessler and their respective Affiliates collectively Beneficially Own at least 50% of the number of shares of Common
Stock collectively Beneficially Owned by such parties as of the Effective Date, up to one (1) nominee designated by Bristol and Kessler,
collectively (the “Bristol Director”);


 






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(ii) for
so long as the Prairie Members and their Affiliates collectively Beneficially Own at least 50% of the number of shares of Common Stock
collectively Beneficially Owned by such parties as of the Effective Date, up to four (4) nominees designated by the Prairie Members (each,
a “Prairie Director”);


 


(iii) for
so long as the Prairie Members and their Affiliates collectively Beneficially Own at least 40% (but less than 50%) of the number of shares
of Common Stock collectively Beneficially Owned by such parties as of the Effective Date, up to three (3) nominees designated by the
Prairie Members;


 


(iv) for
so long as the Prairie Members and their Affiliates collectively Beneficially Own at least 30% (but less than 40%) of the number of shares
of Common Stock collectively Beneficially Owned by such parties as of the Effective Date, up to two (2) nominees designated by the Prairie
Members; and


 


(v) for
so long as the Prairie Members and their Affiliates collectively Beneficially Own at least 20% (but less than 30%) of the number of shares
of Common Stock collectively Beneficially Owned by such parties as of the Effective Date, up to one (1) nominees designated by the Prairie
Members.


 


(b) In
the event that a vacancy is created on the Board at any time by the death, disability, resignation or removal of a Bristol Director or
a Prairie Director, then (i) Bristol and Kessler, with respect to a vacancy created by the death, disability, resignation or removal
of a Bristol Director, or (ii) the Prairie Members, with respect to a vacancy created by the death, disability, resignation or removal
of a Prairie Director, will be entitled to designate an individual to fill the vacancy so long as the total number of persons that will
serve on the Board as designees of Bristol and Kessler or the Prairie Members, as applicable, immediately following the filling of such
vacancy, will not exceed the total number of persons Bristol and Kessler or the Prairie Members, as applicable, is entitled to designate
pursuant to Section 2.1(a) on the date of such replacement designation. The Company, Bristol, Kessler and the Prairie Members
will, and Bristol and Kessler will cause the other Bristol Parties to, take all Necessary Action to cause such replacement designee to
become a member of the Board.


 


2.2 Restrictions
on Other Agreements. For the avoidance of doubt, the rights granted to Bristol and Kessler and the Prairie Members to designate
members of the Board are additive to, and not intended to limit in any way, the rights that Bristol, Kessler, the Prairie Members or
any of their respective Affiliates may have to nominate, elect or remove directors under the Company’s certificate of incorporation,
the Company’s bylaws or the Delaware General Corporation Law.


 


2.3 Laws
and Regulations. Nothing in this Article II shall be deemed to require that any Party, or any Affiliate thereof, act or be in
violation of any applicable provision of Law, legal duty (including fiduciary duty) or requirement, or rule of any national securities
exchange.


 


2.4 Independence
Requirements. The Company, Bristol, Kessler and the Prairie Members shall, and Bristol and Kessler shall cause the other Bristol
Parties to, use reasonable best efforts, including taking all Necessary Action, to cause the Board to satisfy, in the determination of
the Board, the applicable independence requirements, rules or tests of any national securities exchange on which the Common Stock is
then listed in a manner that preserves the relative designation rights contemplated under this Article II.


 






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2.5 Indemnity
Agreements. Simultaneously with any person designated in accordance with this Agreement becoming a director, the Company shall
execute and deliver to each such director a customary director indemnification agreement dated the date such director becomes a director
of the Company.


 


2.6 Termination.
This Agreement will terminate at such time as the Parties no longer hold any shares of Common Stock.


 


Article
III

MISCELLANEOUS


 


3.1 Effectiveness.
This Agreement will be deemed to be effective concurrently with the effectiveness of the Merger. However, to the extent the Merger does
not occur, the provisions of this Agreement will be without any force or effect.


 


3.2 Notices.
All notices and other communications under this Agreement must be in writing and are deemed duly delivered when (a) delivered if delivered
personally or by nationally recognized overnight courier service (costs prepaid), (b) sent by electronic mail with confirmation of transmission
by the transmitting equipment (or, the first Business Day following such transmission if the date of transmission is not a Business Day)
or (c) received or rejected by the addressee, if sent by United States of America certified or registered mail, return receipt requested;
in each case to the following addresses and marked to the attention of the individual (by name or title) designated below (or to such
other address or individual as a Party may designate by notice to the other Parties); provided, that if notice or any other communication
is provided to any addressee pursuant to subclauses (a) or (c) of this Section 3.2, such notifying Party shall also send such notice
or communication to the addressee by electronic mail promptly thereafter:


 


	 	(i)	If to the Company, to:
	 	 
	 	 	Creek Road Miners, Inc.
	 	 	

                                                         35 E. Horizon Ridge Pkwy

	 	 	Suite 110 - 502
	 	 	Henderson, Nevada 89002-7906
	 	 	Attention: John D. Maatta
	 	 	Email: jdmaatta@gmail.com
	 	 	 
	 	 	with a copy to (which shall not constitute notice hereunder):
	 	 	 
	 	 	Baker & McKenzie LLP
	 	 	1900 North Pearl Street, Suite 1500
	 	 	Dallas, TX 75201
	 	 	Attention: Roger W. Bivans
	 	 	Email: roger.bivans@bakermckenzie.com
	 	 	 
	 	 	and
	 	 	 
	 	 	Baker & McKenzie LLP
	 	 	700 Louisiana Street, Suite 3000
	 	 	Houston, TX 77002
	 	 	Attention: Jeremy Moore
	 	 	Email: jeremy.moore@bakermckenzie.com



 






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	 	(ii)	If to Bristol, to:
	 	 	 
	 	 	Bristol Capital Advisors, LLC

                                                         555 Marin Street, Suite 140

                                                         Thousand Oaks, CA 91360

                                                         Attention: Paul Kessler, Chief Executive Officer

                                                         Email: pkessler@bristolcompanies.net

	 	 
	 	 	with a copy to (which shall not constitute notice hereunder):
	 	 	 
	 	 	Bristol Capital Advisors, LLC

                                                         555 Marin Street, Suite 140

                                                         Thousand Oaks, CA 91360

                                                         Attention: Amy Wang, General Counsel

                                                         Email: amy@bristolcompanies.net

	 	 
	 	(iii)	If to Kessler, to:
	 	 
	 	 	c/o Bristol Capital Advisors, LLC

                                                         555 Marin Street, Suite 140

                                                         Thousand Oaks, CA 91360

                                                         Attention: Paul Kessler, Chief Executive Officer

                                                         Email: pkessler@bristolcompanies.net

	 	 
	 	 	with a copy to (which shall not constitute notice hereunder):
	 	 
	 	 	Bristol Capital Advisors, LLC

                                                         555 Marin Street, Suite 140

                                                         Thousand Oaks, CA 91360

                                                         Attention: Amy Wang, General Counsel

                                                         Email: amy@bristolcompanies.net

	 	 
	 	(iv)	If to the Prairie Members, to:
	 	 	 
	 	 	Prairie Operating Co., LLC
	 	 	8636 N. Classen Boulevard

                                                         Oklahoma City, OK 73114

                                                         Attention: Gary Hanna; Edward Kovalik

	 	 	Email: gh@prairieopco.com; ek@prairieopco.com
	 	 	 
	 	 	with a copy to (which shall not constitute notice hereunder):
	 	 	 
	 	 	Vinson & Elkins LLP
	 	 	845 Texas Avenue, Suite 4700
	 	 	Houston, TX 77002
	 	 	Attention: T. Mark Kelly; Crosby Scofield
	 	 	Email: mkelly@velaw.com; cscofield@velaw.com




 






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3.3 Amendment.
This Agreement may not be amended, supplemented or otherwise modified except in a written document signed by the Parties and that identifies
itself as an amendment to this Agreement.


 


3.4 Entire
Agreement. This Agreement constitutes the entire agreement among the Parties and supersedes any prior understandings, agreements
or representations by or among the Parties, or any of them, written or oral, with respect to the subject matter hereof and thereof.


 


3.5 Permitted
Assignments. Notwithstanding Section 3.6, any Party (or any assignee thereof to whom the rights and obligations of such Party
have been assigned in accordance with this Section 3.5) (other than the Company) shall be permitted to assign the rights (but only with
all related obligations) of such Party under Article II (and any related section of this Agreement) to any Affiliate of such Party that
agrees in writing to be bound by this Agreement by execution of a joinder hereto reasonably acceptable to the Company (which such execution
shall be deemed, for all purposes, to be the execution of this Agreement) and the Company is provided with an executed copy of such joinder
and is notified of the change in the applicable Person party to this Agreement. For the avoidance of doubt, only one Person shall be
Bristol, only one Person shall be Kessler, only one Person shall be Kovalik and only one Person shall be Hanna under this Agreement at
any given time.


 


3.6 Other
Provisions. The provisions set forth in Section 10.4 (Waiver and Remedies), Section 10.6 (Assignment and Successors and No Third
Party Rights), Section 10.7 (Severability), Section 10.10 (Governing Law), Section 10.11 (Specific Performance), Section 10.12 (Jurisdiction
and Service of Process), Section 10.13 (Waiver of Jury Trial) and Section 10.16 (Counterparts) of the Merger Agreement shall apply to
this Agreement mutatis mutandis.


 


[Signature
pages follow.]


 




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


 


	 	COMPANY:
	 	 
	 	CREEK ROAD MINERS,
    INC.
	 	 
	 	By:	            
	 	Name:	 
	 	Title:	 



 


Signature
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Stockholders
Agreement


 






    	 



     


    

 


	 	BRISTOL:
	 	 
	 	BRISTOL CAPITAL
    ADVISORS, LLC
	 	 
	 	By:	 
	 	Name:	Paul Kessler
	 	Title:	Chief Executive Officer
	 	 
	 	PAUL KESSLER:
	 	 
	 	By:	 
	 	Name:	Paul Kessler



 


Signature
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Stockholders
Agreement


 






    	 



     


    

 


	 	PRAIRIE MEMBERS:
	 	 
	 	EDWARD KOVALIK
	 	 
	 	By:	 
	 	Name:	Edward Kovalik
	 	 
	 	GARY HANNA
	 	 
	 	By:	 
	 	Name:	Gary Hanna




 





Signature
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Stockholders
Agreement