Exhibit
10.3


 


LOCK-UP
AGREEMENT


 


November
__, 2022


 


Creek
Road Miners, Inc.


Attention:
John D. Maatta


Email:
jdmaatta@gmail.com


35
E Horizon Ridge Pkwy, Ste 110-502


Henderson,
NV 89002-7906


 


Ladies
and Gentlemen:


 


The
undersigned is, or immediately following the Merger (as defined below) will be, an owner of record or beneficially of certain shares
of common stock of Creek Road Miners, Inc., a Delaware corporation (the “Company”), $0.0001 par value per share (“Common
Stock”), or securities convertible into or exchangeable or exercisable for Common Stock (“Securities,” and
together with the Common Stock, “Lock-up Securities”). The Company has entered into a merger agreement (the
“Merger Agreement”) with Prairie Operating Co., LLC, a Delaware limited liability company (“Prairie”),
pursuant to which Prairie will merge with and into a subsidiary of the Company, with Prairie surviving as a wholly-owned subsidiary of
the Company (the “Merger”). The undersigned acknowledges that the Merger and the transactions contemplated in connection
therewith will be of benefit to the undersigned. The undersigned also acknowledges that the Company and Prairie will rely on the representations
and agreements of the undersigned contained in this letter (this “Lock-up Agreement”) in connection with performing
their respective obligations under the Merger Agreement. Capitalized terms used herein and not otherwise defined shall have the
meanings set forth in the Merger Agreement.


 


In
consideration of the foregoing and as an inducement to the Company to enter into this Lock-up Agreement and perform its obligations
under the Merger Agreement, and to Prairie to perform its obligations under the Merger Agreement, the undersigned hereby agrees
that the undersigned will not, without the prior written consent of the Board of Directors of the Company (the “Board”)
(for the avoidance of doubt, acting without the undersigned, as applicable) (which consent may be withheld at the sole discretion of
the Board), directly or indirectly, sell, offer to sell, contract to sell, or grant any option for the sale of (including without limitation
any short sale), grant any security interest in, pledge, hypothecate, hedge, establish an open “put equivalent position”
within the meaning of Rule 16a-1(h) under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder (collectively, the “Exchange Act”) or otherwise dispose of or enter into any transaction which is designed
to, or could be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement
or otherwise by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company)
(collectively, a “Disposition”) of any Lock-up Securities currently or hereafter owned either of record or beneficially
(as defined in Rule 13d-3 under the Exchange Act) by the undersigned, or publicly announce the undersigned’s intention to do any
of the foregoing; provided, however, that the undersigned may (i) complete one or more gift transfers of Lock-up Securities to
immediate family member(s) (as defined in Item 404(a) of Regulation S-K under the Exchange Act) (“Immediate Family Member(s)”);
(ii) transfer Lock-up Securities by will, other testamentary document or intestate succession to the undersigned’s legal representative,
heir, beneficiary or Immediate Family Member(s); (iii) transfer Lock-up Securities to one or more trusts for bona fide estate planning
purposes; provided, however, that in connection with any such transfer of Lock-up Securities pursuant to the foregoing
clauses (i), (ii) or (iii), such transferee agrees in writing to be similarly bound for the remainder of the Lock-up Period (as defined
below); or (iv) transfer Lock-up Securities pursuant to any liquidation, merger, stock exchange, reorganization or other similar transaction
which results in all of the Company’s stockholders having the right to exchange their Lock-up Securities for cash, securities or
other property subsequent to the Merger, in each case, without your prior written consent and upon three (3) business days’ written
notice to you, for a period commencing on the date hereof and continuing through the close of trading on the date one hundred and eighty
(180) days following the Closing Date (the “Lock-up Period”).


 






    	 



     


    

 


The
foregoing restrictions have been expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which
is designed to or reasonably expected to lead to or result in a Disposition of Lock-up Securities during the Lock-up Period, even if
such Lock-up Securities would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would
include, without limitation, any short sale (whether or not against the box) or any purchase, sale, or grant of any right (including,
without limitation, any put or call option) with respect to any Lock-up Securities or with respect to any security (other than a broad-based
market basket or index) that includes, relates to, or derives any significant part of its value from Lock-up Securities.


 


The
undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar
against the transfer of Lock-up Securities held by the undersigned except in compliance with the foregoing restrictions.


 


The
undersigned further understands and agrees that any certificates representing the Lock-up Securities will have endorsed thereon legends
substantially as follows:


 


“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED
OF DURING THE TERM OF THE LOCK-UP EXCEPT IN ACCORDANCE WITH THE TERMS OF THE LOCK-UP AGREEMENT BETWEEN THE COMPANY AND SECURITYHOLDER.”


 


The
undersigned understands that the covenants and agreements set forth herein shall not prevent any designee of the undersigned from serving
on the Board or from taking any action, subject to the provisions of the Merger Agreement, while acting in such designee’s capacity
as a director of the Company. The undersigned is entering into this Lock-up Agreement solely in its capacity as the anticipated owner
of Lock-up Securities following the consummation of the Merger.


 


The
undersigned understands that the Company and Prairie are proceeding with the Merger in reliance
upon this Lock-up Agreement.


 


This
agreement is irrevocable and will be binding on the undersigned and the respective successors, heirs, personal representatives, and assigns
of the undersigned.


 


This
Lock-up Agreement will be deemed to have been made and delivered in the State of Delaware, and both the binding provisions of this Agreement
and the transactions contemplated hereby will be governed as to validity, interpretation, construction, effect and in all other respects
by the internal laws of the State of Delaware, without regard to the conflict of laws principles thereof. The undersigned:


 


	 	(i)	agrees that any
legal suit, action or proceeding arising out of or relating to this Lock-up Agreement will be instituted exclusively in Court of Chancery
of the State of Delaware or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over any Proceeding, the
Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the
subject of the Proceeding is vested exclusively in the federal courts of the United States of America, the United States District Court
for the District of Delaware, and any appellate court from any thereof;



 






    	2



     


    

 


	 	(ii)	waives any objection
which it may have now or in the future to the venue of any such suit, action or proceeding; and
	 	(iii)	irrevocably consents
to the exclusive jurisdiction of the state and federal courts located in the State of Delaware, in any such suit, action or proceeding,
waiving any, and agreeing not to assert any, basis for seeking transfer or removal of such action to any other court, whether federal
or state, unless the Delaware court in which such action or proceeding was commenced first declines jurisdiction.



 


The
undersigned further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding
in such courts and agrees that service of process upon the undersigned mailed by certified mail to the undersigned’s address will
be deemed in every respect effective service of process upon the undersigned. Nothing in this Lock-up Agreement shall constitute an obligation
to purchase Lock-up Securities of the Company. Whether or not the Merger actually occurs depends on a number of factors, including market
conditions. 


 


All
notices and other communications under this Lock-up Agreement must be in writing and are deemed duly delivered when (i) delivered if
delivered personally or by nationally recognized overnight courier service (costs prepaid), (ii) 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 (iii) received or rejected by the addressee, if sent by United States of America certified or registered mail,
return receipt requested; in the case of (a) the Company, to the addresses and marked to the attention of the individual (by name or
title) designated (or to such other address or individual as a party may designate by notice to the other parties) above and (b) the
undersigned, to the addresses and marked to the attention of the individual (by name or title) designated (or to such other address or
individual as a party may designate by notice to the other parties) set forth on the signature page hereto; provided, that if notice
or any other communication is provided to any addressee pursuant to the foregoing subclauses (i) or (iii), such notifying party shall
also send such notice or communication to the addressee by electronic mail promptly thereafter.


 


This
Lock-up Agreement may be executed and delivered in two or more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. This Lock-up Agreement may be executed by electronic means (including portable
document format (.pdf) or DocuSign) with the same binding effect as the original.


 


[Signature
Pages Follow]


 




    	3



     


    

 


The
undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-up Agreement and
that, upon request, the undersigned will execute any additional documents necessary in connection with the enforcement hereof. All authority
herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs
or personal representatives of the undersigned.


 


	Very truly yours,	 
	 	 
	 	 
	Printed Name of Holder	 
	 	 
	By:	 	 
	 	Signature	 
	 	 	 
	 	 
	Printed Name of Person Signing	 
	(and indicate capacity of person signing if	 
	signing as custodian, trustee, or on behalf	 
	of an entity)	 
	 	 
	 	 
	Email	 
	 	 
	 	 
	Address Line 1	 
	 	 
	 	 
	Address Line 2	 




 





Signature Page
to


Lock-up Agreement

 






    	 



     


    

 


	Acknowledged and Agreed:	 
	 	 
	Creek Road Miners, Inc.	 
	 	 
	By:	               	 
	Name:		 
	Title:		 




 





Signature Page
to


Lock-up Agreement