Exhibit
10.9


 


AMENDMENT
NO. 1 TO


SECURITIES
PURCHASE AGREEMENT


 


This
Amendment No. 1 to Securities Purchase Agreement (this “Amendment”), dated as of July 16, 2021 (the “Amendment
Effective Date”), is between CREEK ROAD MINERS, INC. (f/k/a Wizard Brands, Inc.), a Delaware corporation (the “Company”)
and LEVISTON RESOURCES LLC, a Delaware limited liability company (the “Purchaser”). This Amendment amends that certain
Securities Purchase Agreement, dated March 26, 2021, between the Company and the Purchaser (the “Original Agreement”).
Capitalized terms used herein and not defined have the meanings given them in the Original Agreement.


 


RECITALS


 


A.
Pursuant to Section 5.5 of the Original Agreement, each party desires to execute and deliver this Amendment to reflect the matters
set forth herein.


 


B.
Concurrently with this Amendment, the parties have amended the Warrants, the Certificate of Designation and the Registration Rights Agreement.


 


C.
The parties acknowledge the payment and receipt of Five Hundred Thousand Dollars ($500,000.00) in connection with this Amendment.


 


AGREEMENTS


 


NOW,
THEREFORE, in consideration of the foregoing, and the mutual covenants and agreements herein set forth, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:


 


1.
Definitions. The following definitions in Section 1.1 of the Original Agreement are either added or amended in its entirety to
read as follows:


 


““Balance
Effectiveness Date” means the date on which the registration statement registering the Balance Registration Amount is declared
effective by the SEC.


 


“Balance
Registration Amount” means, collectively (i) the Warrant Shares, (ii) the Conversion Shares less the Required Registration
Amount and (iii) any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar
event with respect to the foregoing.


 


“Certificate
of Designation” means the Amended and Restated Certificate of Designation of the Preferred Stock, dated as of the Amendment
Effective Date.


 


“Full
Registration” shall have the meaning set forth in Section 2(iv).


 


“Required
Registration Amount” means 1,000,000 shares of the Conversion Shares.


 




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“Registration
Rights Agreement” means the Registration Rights Agreement, in the form of Exhibit D attached hereto, as amended.


 


“Registration
Statement” means the registration statement on Form S-1 initially filed with the Commission on April 21, 2021 (File No. 333-255445).


 


“Second
Payment” shall have the meaning set forth in Section 2(iv).


 


“Series
1 Warrant” means the Preferred Stock purchase warrant, substantially in the form of Exhibit B attached hereto, to purchase
up to a number of shares of Preferred Stock equal to one hundred percent (100%) of the Closing Shares as of the Closing Date, with an
exercise price equal to One Thousand Dollars ($1,000.00), delivered to Purchaser at the Closing in accordance with Section 2.2(a)(vii)
hereof, as amended.


 


“Series
2 Warrant” means the Preferred Stock purchase warrant, substantially in the form of Exhibit C attached hereto, to purchase
up to a number of shares of Preferred Stock equal to one hundred percent (100%) of the Closing Shares as of the Closing Date, with an
exercise price equal to One Thousand Dollars ($1,000.00), delivered to Purchaser at the Closing in accordance with Section 2.2(a)(viii)
hereof, as amended.”


 


2.
Subscription Amount. Section 2.1(b)(iii) of the Original Agreement is amended in its entirety to read as follows:


 


“(iii)
an amount equal to Five Hundred Thousand Dollars ($500,000.00), due on or before the date that is three (3) Business Days from the date
the Company files Amendment No. 3 to the Registration Statement solely covering the Required Registration Amount; and


 


(iv)
an amount equal to One Million Five Hundred Thousand Dollars ($1,500,000.00) (the “Second Payment”), due on or before
the date that is three (3) Business Days from the Balance Effectiveness Date and subject to the following conditions as of the Balance
Effectiveness Date: (A) the Registration Statement, as amended, remains effective; (B) the Company has revenues greater than Two Hundred
Thousand Dollars ($200,000.00) in each of the three (3) months ended prior to the Balance Effectiveness Date; and (C) for the 20-day
period immediately preceding the Balance Effectiveness Date, the VWAP exceeds One Dollar and Fifty Cents ($1.50) and the daily average
trading volume of the Common Stock exceeds Twenty Five Thousand Dollars ($25,000.00) in aggregate value; provided, however,
clause (A) will be inapplicable if the Conversion Shares are freely tradeable by the Purchaser without any volume limitations under Rule
144. Notwithstanding anything herein to the contrary, the Second Payment will not be due or made until all Conversion Shares and Warrant
Shares are registered with the SEC (the “Full Registration”). Any obligations with regard to the Second Payment will
expire on December 31, 2022 if the Full Registration has not occurred.”


 




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3.
Registration Statement Amendment. The Company shall file Amendment No. 3 to the Registration Statement no later than seven (7) Business
Days following the Amendment Effective Date.


 


4.
Miscellaneous. For the avoidance of doubt, references in the Original Agreement to the “Agreement” shall be deemed
a reference to the Original Agreement as amended by this Amendment. 


 


5.
Counterparts. This Amendment may be executed in counterparts, and any party hereto may execute any such counterpart, each of which
when executed and delivered shall be deemed to be an original and all of which counterparts taken together shall constitute but one and
the same instrument. 


 


6.
No Other Amendments. Except as otherwise specifically amended in this Amendment, the Original Agreement shall remain in full force
and effect.


 


7.
Legal Fees. On the date hereof, the Company shall pay the Purchaser a non-accountable legal expense payment of $15,000.


 


[Signature
Pages Follow.]


 




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IN
WITNESS WHEREOF, the parties have executed this Amendment as of the Amendment Effective Date.


 


	 	CREEK
    ROAD MINERS, INC.
	 	 	 
	 	By:
    	 
	 	Name:
    	Scott
    Kaufman
	 	Title:
    	Chief
    Executive Officer
	 	 	 
	 	LEVISTON
    RESOURCES LLC
	 	 	 
	 	By:
    	 
	 	Name:
    	Roman
    Rogol
	 	Title:
    	Chief
    Financial Officer


 


[Signature
Page to Amendment No. 1 to Securities Purchase Agreement]