8-K - NUAI - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or Section 15(d) of the

Securities

Exchange Act of 1934

January28, 2026

Date

of Report (Date of earliest event reported)

NEW

ERA ENERGY & DIGITAL, INC.

(Exact Name of Registrant as Specified in Charter)

Nevada	001-42433	99-3749880
(State<br> or Other Jurisdiction <br><br> of Incorporation)	(Commission<br> File Number)	(I.R.S.<br> Employer <br><br> Identification Number)
4501 Santa Rosa Dr. Midland, TX	79707
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(Address<br> of Principal Executive Offices)	(Zip<br> Code)

Registrant’s

telephone number, including area code: (432) 695-6997

Not

Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common<br> Stock	NUAI	The<br> Nasdaq Stock Market LLC
Warrants	NUAIW	The<br> Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR § 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item1.01 Entry into a Material Definitive Agreement.

On February 1, 2026, New Era Energy & Digital, Inc. (the “Company”) entered into an Amended and Restated Consent and Waiver (the “Amended Waiver”) with ATW AI Infrastructure II LLC (the “Investor”) which amended and restated the previously disclosed Consent and Waiver, dated January 16, 2026, in its entirety. The Company and the Investor have abandoned the previously disclosed contemplated preferred stock issuance as well as any voluntary adjustment by the Company of the exercise prices of the First Tranche Warrant and the Second Tranche Warrant (the “Investor Warrants”).

Instead, pursuant to the existing terms of the Investor Warrants, following the issuance of the convertible note (the “SharonAI Convertible Note”) to SharonAI, Inc. in the previously disclosed acquisition of SharonAI, Inc.’s equity interests in Texas Critical Data Centers LLC, the anti-dilution provisions under the Investor Warrants would have automatically adjusted the exercise prices downward to the floor price of the SharonAI Convertible Note. However, pursuant to the Amended Waiver, the Investor agreed to partially waive the anti-dilution provisions of the First Tranche Warrant and Second Tranche Warrant such that the exercise prices of the First Tranche Warrant and Second Tranche Warrant were each adjusted down solely to $2.00. As a result of the anti-dilution adjustments in the Investor Warrants, as modified by the Amended Waiver, the number of shares of common stock, par value $0.0001 (the “common stock”) of the Company issuable pursuant to the First Tranche Warrant total 5.5 million shares and the number of shares of common stock issuable pursuant to the Second Tranche Warrant total 10.7 million shares.

The Investor also waived certain provisions of that certain Securities Purchase Agreement, dated December 6, 2024, between the Company and the Investor (the “Securities Purchase Agreement”) relating to restrictions on Variable Rate Transactions (as defined in the Securities Purchase Agreement), additional issuances of equity securities, redemption or payment of cash dividends, and stock splits. The parties agreed to certain administrative updates to the Securities Purchase Agreement including cashless exercise after 75 days from the effective date of the Amended Waiver (solely to the extent a resale registration statement is not effective), registration rights obligations, the provision of a transfer agent instruction letter, and a forced exercise provision granting the Company the right to force exercise of the Investor Warrants assuming certain conditions are met.

The foregoing description of the Amended Waiver does not purport to be complete and is qualified in its entirety by reference to the Amended Waiver, a copy of which is filed herewith as Exhibit 10.1 and is incorporated by reference herein.

Item3.02 Unregistered Sales of Equity Securities.

For purposes of updating the Company’s previous disclosures with respect to the shares of common stock underlying the Investor Warrants, the information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

Item5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements ofCertain Officers.

Appointmentof President and Chief Operating Officer

The Company announced today that, on January 28, 2026, the Board of Directors of the Company (the “Board”) appointed Charles Nelson, a member of the Board since December 2024, as the President and Chief Operating Officer of the Company, effective January 28, 2026.

The Company previously disclosed Mr. Nelson’s biographical information required by Item 401(b) of Regulation S-K regarding identification of executive officers in its most recent proxy statement. There are no arrangements or understandings between Mr. Nelson and any other person pursuant to which Mr. Nelson was selected to serve as the Company’s President and Chief Operating Officer. Mr. Nelson does not have any family relationship with any director or executive officer of the Company, or any person nominated or chosen by the Company to become a director or executive officer. There are no transactions in which Mr. Nelson has an interest requiring disclosure under Item 404(a) of Regulation S-K.

NelsonEmployment Agreement

In connection with Mr. Nelson’s appointment as President and Chief Operating Officer, the Company and Mr. Nelson entered into an employment agreement on January 28, 2026 (the “Nelson Employment Agreement”) pursuant to which the Company will pay Mr. Nelson an annual base salary of $550,000, subject to adjustment by the Compensation Committee of the Board (the “Compensation Committee”). Mr. Nelson will have an annual target bonus opportunity of up to 40% of his annual base salary based on the achievement of specified performance goals set by the Compensation Committee. Mr. Nelson will be entitled to participate, on the same basis as other executives of the Company, in those employee benefit programs for which substantially all of the executive officers of the Company are from time to time generally eligible, as determined by the Board. Mr. Nelson may be eligible to receive grants of equity, equity-based or similar compensation awards pursuant to the Company’s Equity Incentive Plan (the “Plan”) or as otherwise approved by the Compensation Committee.

In the event of a Termination Without Cause by the Company or a Termination For Good Reason by Mr. Nelson at any time before a Change in Control (as such terms are defined in the Nelson Employment Agreement), the Company will pay to Mr. Nelson: (i) severance compensation in an amount equal to 100% of his annual base salary, (ii) any unpaid annual target bonus earned for the prior year, (iii) a pro-rated portion of the annual target bonus for the year in which the Nelson Employment Agreement is terminated, and (iv) a lump sum payment equal to the total cost of premium payments for 12 months of coverage under the Company’s benefit plans. In the event of a Termination Without Cause by the Company or a Termination For Good Reason by Mr. Nelson on or after a Change in Control, the Company will pay to Mr. Nelson: (i) severance compensation in an amount equal to 150% of his annual base salary, (ii) any unpaid annual target bonus earned for the prior year, (iii) a pro-rated portion of the annual target bonus for the year in which the Nelson Employment Agreement is terminated, and (iv) a lump sum payment equal to the total cost of premium payments for 18 months of coverage under the Company’s benefit plans. The severance payments described above are contingent upon the execution of a release of claims against the Company.

The Nelson Employment Agreement also contains certain restrictive covenants, including confidentiality and non-disparagement covenants, a covenant not to compete or solicit clients for a period of 18 months following the termination of his employment and not to solicit employees for a period of 24 months following the termination of his employment.

NelsonPSU and RSU Award Agreements

Mr. Nelson was granted an award of performance shares (“PSUs”) covering a total of 3,664,036 shares of common stock, which shall be eligible to vest over a five-year period performance beginning on January 1, 2026 in accordance with the achievement of certain performance-based and time-based service conditions set forth in the Performance Award Agreement, dated as of January 28, 2026, by and between the Company and Mr. Nelson (the “Nelson PSU Agreement”). The PSUs were not issued pursuant to the Plan.

Mr. Nelson was also granted an award of restricted stock units (“RSUs”) covering a total of 1,221,345 shares of the Company’s common stock which shall vest each month over a four-year period beginning on January 1, 2026 subject to Mr. Nelson’s continued employment with the Company and in accordance with the terms set forth in the Restricted Stock Unit Award Agreement, dated as of January 28, 2026, by and between the Company and Mr. Nelson (the “Nelson RSU Agreement”). The RSUs were not granted pursuant to the Plan.

CompensatoryArrangements of Chief Executive Officer

AmendedEmployment Agreement

On January 29, 2026, the Company entered into an Amended and Restated Employment Agreement with E. Will Gray II, the Company’s Chief Executive Officer (the “Amended Employment Agreement”), effective as of January 1, 2026. The Amended Employment Agreement amends and restates Mr. Gray’s prior Employment Agreement with the Company, dated April 15, 2024 and previously disclosed. The Amended Employment Agreement contains the same compensatory terms as the Nelson Employment Agreement, except that the Amended Employment Agreement also provides for a monthly allowance of $1,500 for car and related maintenance costs and the reimbursement of mileage.

GrayPSU and RSU Award Agreements

Mr. Gray was also granted an award of PSUs pursuant to a Performance Award Agreement, dated as of January 28, 2026, by and between the Company and Mr. Gray (the “Gray PSU Agreement”) and RSUs pursuant to a Restricted Stock Unit Award Agreement, dated as of January 28, 2026, by and between the Company and Mr. Gray (the “Gray PSU Agreement”) in the same number and subject to the same terms and conditions as those granted to Mr. Nelson and described above except that Mr. Gray’s PSUs and RSUs were granted pursuant to the Plan and in the event any vested PSUs or RSUs granted to Mr. Gray cannot be settled in shares of common stock, such PSUs or RSUs shall be settled in cash.

The foregoing description of the Nelson Employment Agreement, Nelson PSU Agreement, Nelson RSU Agreement, Amended Employment Agreement, Gray PSU Agreement and Gray RSU Agreement does not purport to be complete and is qualified in its entirety by reference to the Nelson Employment Agreement, Nelson PSU Agreement, Nelson RSU Agreement, Amended Employment Agreement, Gray PSU Agreement and Gray RSU Agreement, copies of which are filed herewith as Exhibits 10.2, 10.3, 10.4, 10.5, 10.6 and 10.7, respectively, and are incorporated by reference herein.

Item7.01 Regulation FD Disclosure.

On February 2, 2026, the Company issued a press release announcing Mr. Nelson’s appointment as President and Chief Operating Officer of the Company. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information set forth in this Item 7.01 and the attached Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement or other filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference to such filing.

Item9.01 Financial Statements and Exhibits.

ExhibitNumber	Description
10.1	Amended<br> and Restated Consent and Waiver, dated February 1, 2026, by and between the Company and the Investor.
10.2	Employment<br> Agreement, dated January 28, 2026, by and between the Company and Charles Nelson.
10.3	Performance<br> Award Agreement, dated January 28, 2026, by and between the Company and Charles Nelson.
10.4	Restricted<br> Stock Unit Award Agreement, dated January 28, 2026, by and between the Company and Charles Nelson.
10.5	Amended<br> and Restated Employment Agreement, dated January 1, 2026, by and between the Company and E. Will Gray II.
10.6	Performance<br> Award Agreement, dated January 28, 2026, by and between the Company and E. Will Gray II.
10.7	Restricted<br> Stock Unit Award Agreement, dated January 28, 2026, by and between the Company and E. Will Gray II.
99.1	Press<br> Release of the Company, dated February 2, 2026.
104	Cover<br> Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: February 2, 2026

NEW ERA ENERGY & DIGITAL, INC.
By:	/s/<br> E. Will Gray II
Name:	E.<br> Will Gray II
Title:	Chief<br> Executive Officer

Exhibit 10.1

Execution Version

AMENDED AND RESTATED CONSENT AND WAIVER

This Amended and Restated Consent and Waiver (this “Waiver”) is granted as of January 16, 2026, by and between New Era Energy & Digital, Inc., a Nevada corporation (the “Company”), and the investor signatory hereto (the “Investor”), in accordance with that certain Securities Purchase Agreement, by and between the Company and the Investor, dated December 6, 2024 (the “Original Securities Purchase Agreement”). On January 16, 2026 (the “Original Effective Date”), the Company and the Investor entered into that certain Consent and Waiver (the “Original Waiver”), which is being amended and restated as this Waiver. This Waiver is made with reference to the following facts:

A. On December 6, 2024, the Company and the Investor entered into the Original Securities Purchase Agreement, pursuant to which, among other things the Company issued to the Investor certain warrants to purchase Common Stock (as defined in the Original Securities Purchase Agreement) (collectively, the “Existing Warrants”, as exercised, the “Existing Warrant Shares”). Capitalized terms not defined herein shall have the meaning as set forth in the Original Securities Purchase Agreement.

B. Prior to the date hereof, the Company entered into that certain Membership Interest Purchase Agreement, dated as of the date hereof (the “MIPA”, and together with related transaction agreements as contemplated by the MIPA, the “AI Transaction Documents”), by and among the Company and SharonAI, Inc., a Delaware corporation (the “Seller”), pursuant to which the Company acquired Seller’s 50% interest in Texas Critical Data Centers, LLC (“TCDC,” and such transaction, the “AI Transaction”).

C. As consideration for the interests in TCDC, the Company (1) made certain cash payments to Seller, (2) issued $10,000,000 in common stock or other units of the Company (the “Private Placement Securities”) to Seller in a private placement concurrent with and on the same terms as the Company’s next equity financing round (“Next Equity Financing”), and (3) in a private placement, issued a $50,000,000 senior secured convertible promissory note maturing June 30, 2026 (the “Convertible Note”), which granted Seller the right to convert 20% of the amount owed into Common Stock of the Company. The Company granted Seller the right to have the resale of shares of Common Stock issuable upon issuance, exercise or conversion of the Private Placement Securities and the Convertible Note registered on a registration statement.

D. Pursuant to the terms of the Existing Warrants, upon issuance of the Convertible Note, without regard to the terms and conditions of this Waiver, the Exercise Price (defined in the Existing Warrants) of the Existing Warrants would have automatically adjusted to the lowest price per share for which one share of Common Stock is issuable upon such conversion or exchange or exercise thereof.

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, this Waiver will become effective upon execution and delivery of this Waiver by the parties hereto (the “Effective Time”), and the Investor hereby agrees as follows:

1.	Limited Waiver of Certain Anti-Dilution Provisions. In accordance with Section 10 of the Existing<br>Warrants, effective as of the Original Effective Date, solely with respect to any issuances of Common Stock pursuant to (or upon conversion<br>or exercise of securities under) the AI Transaction and the Convertible Note (in each case, in accordance with the terms thereof as in<br>effect as of the date hereof, the “Limited Waiver Transactions”) and not with respect to any other Dilutive Issuance<br>(including, but without limitation, the Next Equity Financing), the Investor hereby partially waives the automatic adjustment of the Exercise<br>Price (as defined in the Existing Warrants) of the Existing Warrants pursuant to Section 1(c)(2) thereof, such that the Exercise Price<br>shall only adjust down to $2.00 per share as a result of the Limited Waiver Transactions (as adjusted for stock splits, stock dividends,<br>stock combinations, recapitalizations and similar events). For the avoidance of doubt, the limited waiver in Section 1 above shall not<br>waive any other adjustment to the aggregate number of shares of Common Stock issuable upon exercise of the Existing Warrants (without<br>regard to any limitations on exercise set forth in the Existing Warrants) as a result of any reduction of the Exercise Price in accordance<br>herewith or any other Dilutive Issuance (including, but without limitation, the Next Equity Financing).
2.	Additional Waivers.
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a.	Effective as of the Original Effective Date, the Investor hereby consents to the AI Transaction and, solely<br>to the extent reasonably necessary to permit, without restriction or limitation, the transactions contemplated by the AI Transaction and<br>related AI Transaction Documents, the Investor hereby waives (a) any term or condition of the Original Securities Purchase Agreement,<br>the Transaction Documents and the Existing Warrants, solely with respect to the AI Transaction and not with respect to any other transaction<br>or offering, that would otherwise, restrict, prohibit or limit any term or condition of the AI Transaction and (b) any participation rights<br>with respect to the securities issued to Seller in the AI Transaction and pursuant to the AI Transaction Documents.
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b.	Effective as of such time as the remaining unexercised and outstanding Existing Warrants shall have an<br>aggregate exercise price, assuming the exercise in full of such Existing Warrants (without regard to any limitations on exercise set forth<br>therein) of less than $4 million, the Investor hereby waives Sections 4(m) of the Original Securities Purchase Agreement (which, for the<br>avoidance of doubt, shall not amend, modify or waive any terms that are defined in such sections and used in any other Transaction Documents);<br>provided, however, that if the Company sells securities pursuant to a Variable Rate Transaction at a price per share less<br>than the highest Exercise Price (as defined in the Existing Warrants) in effect during any given calendar week (each, an “AdjustmentEvent”), the Company shall provide the Investor notice on the last Business Day of such applicable calendar week at no earlier<br>than the close of the principal market in which the Common Stock is then traded on such Business Day, but in no event later than 6:00<br>PM EST on such Business Day (each, a “Adjustment Notice”, and such time of delivery to the Investor, each an “AdjustmentNotice Time”) specifying (i) the date and the price at which the Company’s shares of Common Stock were sold pursuant to<br>each such Adjustment Event during such calendar week, (ii) each adjustment to the Exercise Price that occurred during such calendar week<br>as a result of each applicable Adjustment Event, (iii) the aggregate number of shares of Common Stock issuable upon exercise of each of<br>the Existing Warrants as of such applicable Adjustment Notice Time, (iv) if the Investor (or the Holder, as applicable) exercised the<br>Existing Warrants, in whole or in part, during such calendar week, the amount, if any, of any overpayment of the aggregate exercise price<br>which, at the option of the Investor (or the Holder, as applicable) shall be applied to future exercises of the Existing Warrants or returned<br>to the Investor (or the Holder, as applicable) by no later than the second (2^nd^) Business Day after any written refund request<br>with respect thereto (which may be an e-mail) and (v) such Adjustment Notice shall either include a representation by the Company that<br>such Adjustment Notice does not constitute material non-public information or on or before 9:30 a.m., New York City time, on the first<br>(1^st^) Trading Day after the Adjustment Notice Time, the Company shall make a filing with the Securities and Exchange Commission<br>(whether a current report, quarterly report, annual report or otherwise) (the “SEC”) disclosing such material non-public<br>information (each, an “Adjustment Cleansing Filing”). From and after the filing of the Adjustment Cleansing Filing<br>with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries<br>or any of their respective officers, directors, employees, affiliates or agents. In addition, the Company acknowledges and agrees that<br>any and all confidentiality or similar obligations under any agreement then in effect, whether written or oral, between the Company, any<br>of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents on the one hand, and the Investor<br>or any of its affiliates on the other hand, has terminated as of the date of such Adjustment Cleansing Filing, if any, and shall be of<br>no further force or effect. The Company understands and confirms that the Investor will rely on the foregoing representations in effecting<br>transactions in securities of the Company.
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c.	Effective as of the Effective Time, (i) the Investor hereby waives Sections 4(j), 4(q) and 4(s) of the<br>Original Securities Purchase Agreement (which, for the avoidance of doubt, shall not amend, modify or waive any terms that are defined<br>in such sections and used in any other Transaction Documents), (ii) notwithstanding anything in the Existing Warrants or the Original<br>Securities Purchase Agreement to the contrary, the Company shall be permitted to issue equity-linked securities (including Convertible<br>Securities) as consideration for acquisitions (“Permitted Acquisition Consideration”); provided, that such Permitted<br>Acquisition Consideration shall not waive any adjustment to the Exercise Price of the Existing Warrants or any other adjustment to the<br>aggregate number of shares of Common Stock issuable upon exercise of the Existing Warrants (without regard to any limitations on exercise<br>set forth in the Existing Warrants) as a result of any reduction of the Exercise Price in accordance therewith; (iii) notwithstanding<br>anything in the Original Securities Purchase Agreement to the contrary, the Company shall be permitted to grant registration rights in<br>connection with securities issuable pursuant to any acquisitions, (iv) notwithstanding anything in the Existing Warrants or the Original<br>Securities Purchase Agreement to the contrary, the Company shall be permitted to sell shares of Common Stock in an “at the market”<br>equity offering with gross proceeds of up to $100 million (the “Permitted ATM”); provided, that the Permitted<br>ATM shall not waive any adjustment to the Exercise Price of the Existing Warrants or any other adjustment to the aggregate number of shares<br>of Common Stock issuable upon exercise of the Existing Warrants (without regard to any limitations on exercise set forth in the Existing<br>Warrants) as a result of any reduction of the Exercise Price in accordance therewith, provided, further, that if the Company<br>sells shares of Common Stock pursuant to a Permitted ATM at a price per share less than the highest Exercise Price (as defined in the<br>Existing Warrants) in effect during any given calendar week, it shall provide Adjustment Notices pursuant to the same procedures outlined<br>in Section 2(b) above and (v) notwithstanding anything in the Original Securities Purchase Agreement to the contrary, the Company shall<br>be able to issue securities pursuant to any shareholder rights plan, or any other “poison pill” or other antitakeover measure
3.	Cashless Waivers. Effective on the day that is April 15, 2026, upon any exercise of an Existing<br>Warrant by the holder of such Existing Warrant as of such time of determination (the “Holder”) pursuant to any given<br>Exercise Notice (as defined in the Existing Warrants), subject to Section 1(g) of the Existing Warrants and solely to the extent<br>at such time of exercise of such Existing Warrant a registration statement of the Company is not effective (or the prospectus contained<br>therein is not available for use by the Investor) for the resale or issuance of all of the shares of Common Stock to be issued to such<br>Holder pursuant to such Exercise Notice, such Holder may deliver to the Company a notice in the form attached hereto as ExhibitB (each, a “Cashless Waiver Notice”), pursuant to which (x) the Company shall, upon receipt of such Cashless<br>Waiver Notice, be deemed to have waived, in full, the cash payment of the Aggregate Exercise Price with respect to such Exercise Notice<br>and (y) the Holder shall be deemed to have waived the Holder’s right to exercise such aggregate portion of such Existing Warrant<br>equal to the “Net Number” of shares of Common Stock (without regard to any limitations on exercise set forth therein) determined<br>according to the following formula:
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Net Number =	(A x B) - (A x C)
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	B

For purposes of the foregoing formula:

A = the total number of shares with respect to which such Existing Warrant is then being exercised.

B = as elected by such Holder: (i) the VWAP of the shares of Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice if such Exercise Notice is (1) both executed and delivered pursuant to Section 1(a) of the Existing Warrants on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(a) of the Existing Warrants on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(88) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of such Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Exercise Notice or (z) the Bid Price of the shares of Common Stock as of the time of such Holder’s execution of the applicable Exercise Notice if such Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter pursuant to Section 1(a) of the Existing Warrants, or (iii) the Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant to Section 1(a) of such Existing Warrant after the close of “regular trading hours” on such Trading Day.

C = the Exercise Price then in effect at the time of such exercise.

Notwithstanding the foregoing, such Holder may not be permitted to submit a Cashless Waiver Notice, and such Cashless Waiver Notice shall not be valid, if the sum of (x) the Net Number of an exercise and (y) the aggregate number of shares of Common Stock in such exercise, collectively, exceeds the aggregate shares of Common Stock then issuable upon exercise of such applicable Existing Warrant (without regard to any limitations on exercise set forth therein).

a.	Definitions:
i.	“Bid Price” means, for any security as of the particular time of determination, the<br>bid price for such security on the Principal Market as reported by Bloomberg as of such time of determination, or, if the Principal Market<br>is not the principal securities exchange or trading market for such security, the bid price of such security on the principal securities<br>exchange or trading market where such security is listed or traded as reported by Bloomberg as of such time of determination, or if the<br>foregoing does not apply, the bid price of such security in the over-the-counter market on the electronic bulletin board for such security<br>as reported by Bloomberg as of such time of determination, or, if no bid price is reported for such security by Bloomberg as of such time<br>of determination, the average of the bid prices of any market makers for such security as reported in The Pink Open Market (or a similar<br>organization or agency succeeding to its functions of reporting prices) as of such time of determination. If the Bid Price cannot be calculated<br>for a security as of the particular time of determination on any of the foregoing bases, the Bid Price of such security as of such time<br>of determination shall be the fair market value as mutually determined by the Company and such Holder. If the Company and such Holder<br>are unable to agree upon the fair market value of such security, then such dispute shall be resolved in accordance with the procedures<br>in Section 14 of the Existing Warrants. All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock<br>combination or other similar transaction during such period.
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Definitions:

“Bid Price” means, for any security as of the particular time of determination, the bid price for such security on the Principal Market as reported by Bloomberg as of such time of determination, or, if the Principal Market is not the principal securities exchange or trading market for such security, the bid price of such security on the principal securities exchange or trading market where such security is listed or traded as reported by Bloomberg as of such time of determination, or if the foregoing does not apply, the bid price of such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg as of such time of determination, or, if no bid price is reported for such security by Bloomberg as of such time of determination, the average of the bid prices of any market makers for such security as reported in The Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices) as of such time of determination. If the Bid Price cannot be calculated for a security as of the particular time of determination on any of the foregoing bases, the Bid Price of such security as of such time of determination shall be the fair market value as mutually determined by the Company and such Holder. If the Company and such Holder are unable to agree upon the fair market value of such security, then such dispute shall be resolved in accordance with the procedures in Section 14 of the Existing Warrants. All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during such period.

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ii.	“Bloomberg” means Bloomberg, L.P.
iii.	“Closing Sale Price” means, for any security as of any date, the last closing trade<br>price for such security on the Principal Market, as reported by Bloomberg, or, if the Principal Market begins to operate on an extended<br>hours basis and does not designate the closing trade price, then the last trade price of such security prior to 4:00:00 p.m., New York<br>time, as reported by Bloomberg, or, if the Principal Market is not the principal securities exchange or trading market for such security,<br>the last trade price of such security on the principal securities exchange or trading market where such security is listed or traded as<br>reported by Bloomberg, or if the foregoing does not apply, the last trade price of such security in the over-the-counter market on the<br>electronic bulletin board for such security as reported by Bloomberg, or, if no last trade price is reported for such security by Bloomberg,<br>the average of the ask prices of any market makers for such security as reported in The Pink Open Market (or a similar organization or<br>agency succeeding to its functions of reporting prices). If the Closing Sale Price cannot be calculated for a security on a particular<br>date on any of the foregoing bases, the Closing Sale Price of such security on such date shall be the fair market value as mutually determined<br>by the Company and such Holder. If the Company and such Holder are unable to agree upon the fair market value of such security, then such<br>dispute shall be resolved in accordance with the procedures in Section 14 of the Existing Warrants. All such determinations shall be appropriately<br>adjusted for any stock dividend, stock split, stock combination or other similar transaction during such period.
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4.	Irrevocable Transfer Agent Instructions. Within five (5) Trading Days of the Effective Time, the<br>Company shall issue irrevocable instructions to its transfer agent in a form acceptable to the Investor (with the one to one release from<br>the reserve upon exercise provision removed) (the “Irrevocable Transfer Agent Instructions”) to issue certificates<br>or credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”), registered in the name<br>of the Investor or its respective nominee(s), for the Warrant Shares in such amounts as specified from time to time by each Buyer to the<br>Company upon the exercise of the Warrants (as the case may be) and/or in connection with any Cashless Exercise Notice, as applicable.<br>For the avoidance of doubt, notwithstanding anything to the contrary in the Existing Warrants, the Company shall only be required to reserve<br>100% of the Required Reserve Amount (as defined in the Existing Warrants) pursuant to the Irrevocable Transfer Agent Instructions.
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5.	Forced Exercise of Existing Warrants.
a.	General. At any time after the Effective Time, subject to Section 1(g) of the Existing Warrants,<br>(x)(A) if the daily VWAP of the Common Stock (as reported by Bloomberg (as defined below)) equals or exceeds 450% of the greatest Exercise<br>Price of the Existing Warrants (which, for the avoidance of doubt, as of the Effective Time, shall be $9.00) on each Trading Day during<br>the period that is the thirty (30) consecutive Trading Days prior to the date of determination (each, a “Forced Exercise MeasuringPeriod”) (in each case, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events,<br>the “Forced Exercise Minimum Price”) and (B) the aggregate daily dollar trading volume of the Common Stock (as reported<br>by Bloomberg) on the Principal Market equals or exceeds $10 million for each day of the Forced Exercise Measuring Period and (y) no Equity<br>Conditions Failure (as defined below) then exists (unless waived, in whole or in part, in writing by the Holder (and, if in part, only<br>to the extent of the Existing Warrant Shares applicable to such partial waiver)) (collectively, the “Forced Exercise Conditions”),<br>the Company shall have the right to require the Holder to exercise all, or any part, of the Existing Warrants into up to such aggregate<br>number of fully paid, validly issued and non-assessable Existing Warrant Shares equal to the lesser of (i) the Forced Exercise Volume<br>Limitation (as defined below) and (ii) such aggregate number of shares then issuable upon exercise of the Existing Warrants (such lesser<br>number of Existing Warrant Shares, the “Maximum Forced Exercise Share Amount”) as designated in the applicable Forced<br>Exercise Notice (as defined below) (each, a “Forced Exercise”).
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i.	Mechanics. The Company may exercise its right to require the Forced Exercise under this Section<br>6 following any Forced Exercise Measuring Period by delivering a written notice thereof on or prior to the first Trading Day following<br>such Forced Exercise Measuring Period, by facsimile or electronic mail to the Holder (each, a “Forced Exercise Notice”,<br>and the date thereof, each, a “Forced Exercise Notice Date”). For purposes of the Existing Warrants, if a Forced Exercise<br>occurs hereunder, the Holder shall be deemed to have delivered an Exercise Notice (as defined in the Existing Warrants) to the Company<br>on the Forced Exercise Date for the aggregate number of Existing Warrant Shares specified to be issued to the Holder in the Forced Exercise<br>Notice (subject to any adjustments thereto pursuant to the terms of the Existing Warrants that may occur prior to the Forced Exercise<br>Date). Each Forced Exercise Notice shall be irrevocable. The Forced Exercise Notice shall (i) state the Trading Day selected for the Forced<br>Exercise in accordance with this Section 6, which Trading Day shall be no less than five (5) Trading Days and no more than twenty<br>(20) Trading Days following the Forced Exercise Notice Date (or such earlier date as the Holder may elect in writing to the Company, each,<br>a “Forced Exercise Date”), (ii) state the aggregate number (not in excess of the Maximum Forced Exercise Share Amount)<br>of Warrant Shares subject to Forced Exercise from the Holder (each, a “Forced Exercise Amount”), and (iii) contain<br>a certification from an officer or director of the Company that the Forced Exercise Conditions shall have been satisfied as of the applicable<br>Forced Exercise Notice Date. Notwithstanding the foregoing, the Company may effect only one (1) Forced Exercise during any ten (10) Trading<br>Day period. Notwithstanding anything herein to the contrary, if an Equity Conditions Failure occurs at any time after the Forced Exercise<br>Notice Date and on or prior to the Forced Exercise Date, (A) the Company shall provide the Holder a subsequent notice to that effect and<br>(B) unless the Holder waives the applicable Equity Conditions Failure, as applicable, the Forced Exercise shall be cancelled, and the<br>applicable Forced Exercise Notice shall be null and void. Notwithstanding the foregoing, any portion of the Existing Warrants subject<br>to the Forced Exercise may be exercised by the Holder prior to the Forced Exercise Date and such aggregate number of Existing Warrant<br>Shares exercised thereunder on or after the Forced Exercise Notice Date and prior to the Forced Exercise Date shall reduce, on a share<br>by share basis, the aggregate number of Existing Warrant Shares subject to the Forced Exercise hereunder on such Forced Exercise Date.<br>For purposes of this Waiver, the “aggregate daily dollar trading volume” of the Common Stock, as used herein, shall be calculated<br>on Bloomberg using the “TCA” function set with “Exchange=Primary”.
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ii.	Definitions.
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1.	“Bloomberg” means Bloomberg, L.P.
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2.	“Eligible Market” means the NYSE American, the Nasdaq Global Select Market, the Nasdaq<br>Global Market, the Nasdaq Capital Market or the Principal Market.
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“Equity Conditions” means, with respect to an given date of determination: (i) on such applicable date of determination one or more registration statements (each, the “Forced Exercise Registration Statement”) shall be effective and the prospectus contained therein shall be available on such applicable date of determination (with, for the avoidance of doubt, any shares of Common Stock previously issued pursuant to such prospectus deemed unavailable) for the resale by the Holder of all the shares of Common Stock issuable upon exercise of the Existing Warrants in connection with the event requiring determination (such applicable aggregate number of shares of Common Stock, each, a “Required Minimum Securities Amount”); (ii) on each day during the period beginning thirty (30) calendar days prior to the applicable date of determination and ending on and including the applicable date of determination (the “Equity Conditions Measuring Period”), the Common Stock (including the shares of Common Stock to be issued in the event requiring this determination) is listed or designated for quotation (as applicable) on an Eligible Market and shall not have been suspended from trading on an Eligible Market (other than suspensions of not more than two (2) days and occurring prior to the applicable date of determination due to business announcements by the Company) nor shall delisting or suspension by an Eligible Market have been threatened (with a reasonable prospect of delisting occurring after giving effect to all applicable notice, appeal, compliance and hearing periods) or reasonably likely to occur or pending as evidenced by a writing by such Eligible Market; (iii) during the Equity Conditions Measuring Period, the Company shall have delivered all Existing Warrant Shares issuable upon exercise of the Existing Warrants on a timely basis; (iv) the Required Minimum Securities Amount of Common Stock to be issued in connection with the event requiring determination may be issued in full without violating the rules or regulations of the Eligible Market on which the Common Stock is then listed or designated for quotation (as applicable); (v) on each day during the Equity Conditions Measuring Period, no public announcement of a pending, proposed or intended Fundamental Transaction (as defined in the Existing Warrants) shall have occurred which has not been abandoned, terminated or consummated; (vi) the Company shall have no knowledge of any fact that would reasonably be expected to cause the applicable Forced Exercise Registration Statement to not be effective or the prospectus contained therein to not be available for the resale by the Holder of the Required Minimum Securities Amount of shares of Common Stock in connection with the event requiring such determination; (vii) the Holder shall not be in possession of any material, non-public information provided to any of them by the Company, any of its Subsidiaries or any of their respective affiliates, employees, officers, representatives, agents or the like; (viii) on each day during the Equity Conditions Measuring Period, the Company shall have been in compliance in material respects will each covenant and other term or condition of each Transaction Document, including, without limitation, the Company shall not have failed to timely make any payment pursuant to any Transaction Document; (ix) there shall not have occurred any Volume Failure as of such applicable date of determination; (x) on the applicable date of determination the Company shall have available shares of Common Stock to permit the issuance of all Existing Warrant Shares to be issued in connection with the event requiring this determination may be issued in full; (xi) any shares of Common Stock to be issued in connection with the event requiring determination may be issued in full without violating Section 1(g) of the Existing Warrants, and (xii) no bona fide dispute shall exist, by and between any of the Holders, the Company, the Principal Market (or such applicable Eligible Market in which the Common Stock of the Company is then principally trading) and/or FINRA with respect to any term or provision of the Existing Warrants or any other Transaction Document (as defined in the Existing Warrants).

4.	“Equity Conditions Failure” means that on each day during the period commencing on<br>the applicable Forced Exercise Notice Date through and including the applicable Forced Exercise Date, the Equity Conditions have not been<br>satisfied (or waived in writing by the Holder).
5.	“Forced Exercise Volume Limitation” means the difference of (i) the lesser of (x) 10%<br>of the median dollar trading volume (as reported on Bloomberg) of the Common Stock on the Principal Market over the ten (10) consecutive<br>Trading Day period immediately prior to the applicable Forced Exercise Notice Date and (y) the quotient of (x) $5 million divided by (y)<br>the Exercise Price then in effect, less (ii) the aggregate number of Existing Warrant Shares previously issued to the Holder pursuant<br>to any exercise of the Existing Warrants (including, without limitation, any Forced Exercise) during the thirty (30) consecutive Trading<br>Day period immediately prior to the applicable Forced Exercise Notice Date.
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6.	“Volume Failure” means, with respect to a particular date of determination (for avoidance<br>of doubt, for each Trading Day of the Equity Conditions Measuring Period), the aggregate daily dollar trading volume (as reported on Bloomberg)<br>of the Common Stock on the Principal Market on any four (4) Trading Days during the ten (10) Trading Day period ending on the Trading<br>Day immediately preceding such date of determination, is less than $15,000,000.
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6.	Registration of Existing Warrant Shares. The Company shall use its best efforts to register for<br>resale all of the shares of Common Stock underlying the Existing Warrants that are not already so registered pursuant to either (a) a<br>post-effective amendment to the Company’s Registration Statement on Form S-3 as filed with the SEC on January 23, 2026 or (b) a<br>new Registration Statement on Form S-3 (or some combination of the filings in subclause (a) and (b)). The Company shall utilize its best<br>efforts to file either such post-effective amendment of new Registration Statement on Form S-3 by February 4, 2026 and to cause such filing<br>to be declared effective by the SEC as soon as commercially practicable thereafter.
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7.	Standstill. During the ten (10) Trading Day period commencing on the first (1^st^) full<br>Trading Day after the time of filing of the 8-K Filing (as defined below) (the “Restricted Period”), neither the Company<br>nor any of its Subsidiaries shall directly or indirectly:
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i.	file a registration statement under the 1933 Act relating to securities that are not the Warrant Shares<br>(other than a registration statement on Form S-8 or such supplements or amendments to registration statements that are outstanding and<br>have been declared effective by the SEC as of the date hereof solely to the extent necessary to keep such registration statements effective<br>and available and not with respect to any Subsequent Placement), or a Rule 424(b) prospectus relating to securities registered for resale<br>to be filed with respect to the Company’s Registration Statement on Form S-3 (File No. 333-292892);
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ii.	amend or modify (whether by an amendment, waiver, exchange of securities, or otherwise) any of the Company’s<br>warrants to purchase Common Stock or other Common Stock Equivalents (as defined below) that are outstanding as of the date hereof; or
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iii.

issue, offer, sell, grant any option or right to purchase, or otherwise dispose of (or announce any issuance, offer, sale, grant of any option or right to purchase or other disposition of) any equity security or any equity-linked or related security (including, without limitation, any “equity security” (as that term is defined under Rule 405 promulgated under the 1933 Act)), any Common Stock Equivalents, any preferred stock or any purchase rights (whether occurring during the Restricted Period or at any time thereafter) is referred to as a “Subsequent Placement”.

Notwithstanding the foregoing, this Section 6 shall not apply in respect of the issuance of (A) shares of Common Stock (including restricted stock units or performance stock units) or standard options to purchase Common Stock to directors, officers, employees, consultants or advisors of the Company in their capacity as such pursuant to an Approved Stock Plan (as defined below) or pursuant to an inducement grant to a director, officer or employee of the Company duly approved by the board of directors, provided that the exercise price of any such options is not lowered, none of such options are amended to increase the number of shares issuable thereunder and none of the terms or conditions of any such options are otherwise materially changed in any manner that adversely affects any of the Buyers; (B) shares of Common Stock issued upon the conversion or exercise of Common Stock Equivalents (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (A) above) issued prior to the date hereof, provided that the conversion, exercise or other method of issuance (as the case may be) of any such Common Stock Equivalent is made solely pursuant to the conversion, exercise or other method of issuance (as the case may be) provisions of such Common Stock Equivalent that were in effect on the date immediately prior to the date of this Agreement, the conversion, exercise or issuance price of any such Common Stock Equivalents (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (A) above) is not lowered, none of such Common Stock Equivalents (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (A) above) are amended to increase the number of shares issuable thereunder and none of the terms or conditions of any such Common Stock Equivalents (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (A) above) are otherwise materially changed in any manner that adversely affects any of the Buyers; and (C) the Existing Warrant Shares (each of the foregoing in clauses (A) through (C), collectively the “Excluded Securities”). “Approved Stock Plan” means any employee benefit plan which has been approved by the board of directors of the Company prior to or subsequent to the date hereof pursuant to which shares of Common Stock and standard options to purchase Common Stock may be issued to any employee, officer or director for services provided to the Company in their capacity as such. “Common Stock Equivalents” means any capital stock or other security of the Company or any of its Subsidiaries that is at any time and under any circumstances directly or indirectly convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any capital stock or other security of the Company (including, without limitation, Common Stock) or any of its Subsidiaries.

8.	Waiver with Respect to Purchase Rights and Distributions. For so long as the Company complies with<br>the provisions of Section 8(a) and Section 8(b) hereof, the Investor shall waive any adjustments to the Exercise Price of the Existing<br>Warrants pursuant to Section 1(c) thereof that would be required as a result of a Distribution (defined below) or the issuance of any<br>Purchase Rights (defined below).
a.	Purchase Rights. If at any time the Company grants, issues or sells any options, Convertible Securities<br>or rights to purchase stock, warrants, securities (including, for the avoidance of doubt, securities pursuant to any shareholder rights<br>plan, rights agreement, rights offering, dividend of rights, or any other “poison pill” or other antitakeover measure)<br>or other property pro rata to the record holders of any class of Common Stock (the “Purchase Rights”), then the Investor<br>will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Investor could<br>have acquired if the Investor had held the number of shares of Common Stock acquirable upon complete exercise of the Existing Warrants<br>(without regard to any limitations or restrictions on exercise of the Existing Warrants, including without limitation, the Maximum Percentage<br>(as defined in the Existing Warrants)) immediately before the date on which a record is taken for the grant, issuance or sale of such<br>Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined<br>for the grant, issuance or sale of such Purchase Rights (provided, however, that to the extent that the Investor’s<br>right to participate in any such Purchase Right would result in the Investor and the other Attribution Parties exceeding the Maximum Percentage,<br>then the Investor shall not be entitled to participate in such Purchase Right to the extent of the Maximum Percentage (and shall not be<br>entitled to beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to the extent<br>of any such excess) and such Purchase Right to such extent shall be held in abeyance for the benefit of the Investor until such time or<br>times, if ever, as its right thereto would not result in the Investor and the other Attribution Parties exceeding the Maximum Percentage,<br>at which time or times the Investor shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase<br>Right or on any subsequent Purchase Right held similarly in abeyance) to the same extent as if there had been no such limitation).
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b.	Rights Upon Distribution of Assets. If the Company shall declare or make any dividend or other<br>distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise<br>(including, without limitation, any distribution of cash, stock or other securities (including, for the avoidance of doubt, securities<br>pursuant to any shareholder rights plan, rights agreement, rights offering, dividend of rights, or any other “poison pill”<br>or other antitakeover measure), property, options, evidence of indebtedness or any other assets by way of a dividend, spin off, reclassification,<br>corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time after<br>the issuance of the Existing Warrants, then, in each such case, the Investor shall be entitled to participate in such Distribution to<br>the same extent that the Investor would have participated therein if the Investor had held the number of shares of Common Stock acquirable<br>upon complete exercise of the Existing Warrants (without regard to any limitations or restrictions on exercise therein, including without<br>limitation, the Maximum Percentage) immediately before the date on which a record is taken for such Distribution, or, if no such record<br>is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution<br>(provided, however, that to the extent that the Investor’s right to participate in any such Distribution would result in the Investor<br>and the other Attribution Parties exceeding the Maximum Percentage, then the Investor shall not be entitled to participate in such Distribution<br>to the extent of the Maximum Percentage (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result<br>of such Distribution (and beneficial ownership) to the extent of any such excess) and the portion of such Distribution shall be held in<br>abeyance for the benefit of the Investor until such time or times, if ever, as its right thereto would not result in the Investor and<br>the other Attribution Parties exceeding the Maximum Percentage, at which time or times the Investor shall be granted such Distribution<br>(and any Distributions declared or made on such initial Distribution or on any subsequent Distribution held similarly in abeyance) to<br>the same extent as if there had been no such limitation).
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c.	For purposes of both this Agreement and the Existing Warrants, “Attribution Parties”<br>means, collectively, the following persons and entities: (i) any investment vehicle, including, any funds, feeder funds or managed accounts,<br>currently, or from time to time after directly or indirectly managed or advised by the Investor’s investment manager or any of its<br>Affiliates or principals, (ii) any direct or indirect Affiliates of the Investor or any of the foregoing, (iii) any person acting or who<br>could be deemed to be acting as a Group together with the Investor or any of the foregoing and (iv) any other persons whose beneficial<br>ownership of the Company’s Common Stock would or could be aggregated with the Investor’s and the other Attribution Parties<br>for purposes of Section 13(d) of the Exchange Act. For clarity, the purpose of the foregoing is to subject collectively the Investor and<br>all other Attribution Parties to the Maximum Percentage.
9.	Miscellaneous.
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a)	Acknowledgments. The Company hereby confirms and agrees that (i) the Original Securities Purchase<br>Agreement shall continue to be in full force and effect; (ii) the execution, delivery and effectiveness of this Waiver shall not operate<br>as an amendment, modification or waiver of any right, power or remedy of the Investor except to the extent expressly set forth herein.
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b)	Disclosure. On or before 9:30 a.m., New York City time, on the first (1^st^) Trading Day<br>after the time of execution of this Waiver, the Company shall file a Current Report on Form 8-K describing any material non-public information<br>the Company may have provided to the Investor in relation to this Waiver or otherwise in the form required by the 1934 Act and attaching<br>this Waiver as exhibits to such filing (the “8-K Filing”). From and after the filing of the 8-K Filing with the SEC,<br>the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any<br>of their respective officers, directors, employees, affiliates or agents. In addition, the Company acknowledges and agrees that any and<br>all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries<br>or any of their respective officers, directors, affiliates, employees or agents on the one hand, and the Investor or any of its affiliates<br>on the other hand, has terminated as of the date hereof and is of no further force or effect. Except as required herein and in accordance<br>herewith, the Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, affiliates,<br>employees and agents, not to, provide any Investor with any material, non-public information regarding the Company or any of its Subsidiaries<br>from and after the date hereof without the express prior written consent of the Investor. To the extent that the Company, any of its Subsidiaries<br>or any of their respective officers, directors, affiliates employees or agents delivers any material, non-public information to any Investor<br>without the Investor’s consent, other than in accordance herewith as required hereby, the Company hereby covenants and agrees that<br>the Investor shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors,<br>affiliates, employees or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers,<br>directors, affiliates, employees or agents not to trade on the basis of, such material, non-public information. The Company understands<br>and confirms that the Investor will rely on the foregoing representations in effecting transactions in securities of the Company.
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c)	No Third Party Beneficiaries. This Waiver is intended for the benefit of the parties hereto and<br>their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other<br>Person.
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d)	Counterparts. This Waiver may be executed in any number of counterparts and by different parties<br>hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken<br>together shall constitute but one and the same instrument. In the event that any signature is delivered by facsimile transmission or by<br>an e-mail which contains a portable document format (.pdf) file of an executed signature page, such signature page shall create a valid<br>and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such<br>signature page were an original thereof.
e)	Headings. The headings of this Waiver are for convenience of reference and shall not form part<br>of, or affect the interpretation of, this Waiver.
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f)	Severability. If any provision of this Waiver is prohibited by law or otherwise determined to be<br>invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable<br>shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability<br>of such provision shall not affect the validity of the remaining provisions of this Waiver so long as this Waiver as so modified continues<br>to express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature,<br>invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal<br>obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties<br>will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the<br>effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).
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g)	Fees and Expenses. Except for a non-accountable amount of $110,000, which shall be paid by the<br>Company to Kelley Drye & Warren LLP on behalf of the lead investor, each party shall pay the fees and expenses of its advisers, counsel,<br>accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution,<br>delivery and performance of this Waiver.
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h)	IRS Form W-9. On or prior to the date hereof, the Investor shall have delivered to the Company<br>a valid and properly completed Internal Revenue Service Form W-9 establishing an exemption from U.S. federal backup withholding tax.
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i)	Amendments. No provision of this Waiver may be amended other than by an instrument in writing signed<br>by the Company and the Investor.
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j)	Further Assurances. Each party shall do and perform, or cause to be done and performed, all such<br>further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other<br>party may reasonably request in order to carry out the intent and accomplish the purposes of this Waiver and the consummation of the transactions<br>contemplated hereby.
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k)	Successors and Assigns. This Waiver shall be binding upon and inure to the benefit of the parties<br>and their respective successors and assigns.
l)	Transfers. An Investor shall not sell, assign, transfer, pledge, hypothecate, or otherwise dispose<br>of, whether voluntarily or involuntarily, by operation of law or otherwise (each, a “Transfer”), any of the Existing<br>Warrants or any interest therein unless, as a condition precedent to the effectiveness of such Transfer, the proposed transferee executes<br>and delivers to the Company a joinder agreement, in form and substance satisfactory to the Company, pursuant to which such transferee<br>agrees to be bound by, and become a party to, this Waiver as if such transferee were an original signatory hereto (a “JoinderAgreement”). The Investor agrees to cause any proposed transferee to execute and deliver such Joinder Agreement prior to the<br>consummation of any Transfer. Any purported Transfer of Existing Warrants or any interest therein that is not made in strict compliance<br>with this Section 7(k) shall be null and void ab initio and of no force or effect whatsoever. Neither the Company nor any transfer agent<br>shall register or recognize any such purported Transfer on its books and records, and any such purported transferee shall have no rights<br>as a holder of Existing Warrants. Upon execution and delivery of a Joinder Agreement, the transferee shall be deemed an “Investor”<br>for all purposes under this Waiver and shall be bound by, and subject to, all of the terms, conditions, and obligations set forth herein<br>to the same extent as if such transferee were an original party hereto.
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m)	Governing Law; Jurisdiction; Jury Trial. All questions concerning the construction, validity, enforcement<br>and interpretation of this Waiver shall be governed by the internal laws of the State of Nevada, without giving effect to any choice of<br>law or conflict of law provision or rule (whether of the State of Nevada or any other jurisdictions) that would cause the application<br>of the laws of any jurisdictions other than the State of Nevada. Each party hereby irrevocably submits to the exclusive jurisdiction of<br>the state and federal courts sitting in Carson City, Nevada, for the adjudication of any dispute hereunder or in connection herewith or<br>with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action<br>or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding<br>is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives<br>personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such<br>party at the address for such notices to it under this Waiver and agrees that such service shall constitute good and sufficient service<br>of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted<br>by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OFANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WAIVER OR ANY TRANSACTION CONTEMPLATED HEREBY.
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[Signature Pages Follow]

IN WITNESS WHEREOF, the undersigned and the Company have caused their respective signature page to this Waiver to be duly executed as of the date first written above.

COMPANY:
NEW ERA ENERGY & DIGITAL, INC.
By:	/s/ E. Will Gray II
	Name:	E. Will Gray II
	Title:	Chief Executive Officer

[Signature Page to Consentand Waiver]

IN WITNESS WHEREOF, the undersigned and the Company have caused their respective signature page to this Waiver to be duly executed as of the date first written above.

INVESTOR:
ATW AI INFRASTRUCTURE II LLC
By:	ATW Partners Opportunities<br> Management, LLC, its manager
By:	/s/ Antonio Ruiz-Gimenez
	Name:	Antonio Ruiz-Gimenez
	Title:	Authorized Signatory

[Signature Page to Consentand Waiver]

Exhibit B

Cashless Waiver Notice

CASHLESS WAIVER NOTICE

TO BE EXECUTED BY THE REGISTERED HOLDER TO EFFECT

THE WAIVER OF THE AGGREGATE EXERCISE PRICE OF A

WARRANT TO PURCHASE COMMON STOCK

New Era Energy & Digital, Inc.

The undersigned holder (the “Holder”) of the Warrant to Purchase Common Stock No. _______ (the “Warrant”) of New Era Energy & Digital, Inc., a Nevada corporation (the “Company”) is delivering this notice in connection with (i) that certain Consent and Waiver, dated January __, 2026, by and between the Company and the investor party thereto (the “Waiver”) and (ii) that certain Exercise Notice attached hereto as Schedule I (the “Exercise Notice”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Warrant.

Company Waiver of Aggregate Exercise Price. In accordance with the Waiver and contingent on the concurrent Cashless Waiver (as defined below), the Company is hereby deemed to have irrevocably waived the payment of the Aggregate Exercise Price otherwise due to be paid in cash pursuant to the Warrant and the Exercise Notice with respect to _______________ Warrant Shares required to be delivered to the Holder in accordance with the Exercise Notice (the “Company Waiver”).
Holder Waiver of Certain Exercise Rights. The Holder hereby represents and warrants that (i) the Exercise Notice was executed by the Holder at __________ [a.m.][p.m.] on _________ and (ii) if applicable, the Bid Price as of such time of execution of the Exercise Notice was $________. In accordance with the Waiver and in connection with the Exercise Notice and contingent on the concurrent Company Waiver, the Holder hereby irrevocably waives its right to exercise ________ of the Warrant Shares (the “Cashless Waiver”).

Date:	_____________ __, _____
________________________
Name of Registered Holder
By:	________________________
	Name:
	Title:
	Tax ID: _________________________
	E-mail Address: __________________

Exhibit 10.2

Execution Version

EMPLOYMENT AGREEMENT

This Employment Agreement (this “Agreement”) is entered into effective as of January 28, 2026 (the “Effective Date”), between New Era Energy & Digital, Inc., a Nevada corporation (the “Company”), and Charles Nelson (“Executive”).

In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.	Employment. The Company shall employ Executive, and<br>Executive accepts employment with the Company as of the Effective Date, upon the terms and conditions set forth in this Agreement for<br>the period beginning on the Effective Date and ending upon Executive’s termination of employment for any reason (such period of<br>employment, the “Employment Period”).
2.	Position and Duties. During the Employment Period, Executive shall serve as the President and Chief<br>Operating Officer of the Company, reporting to the Board of Directors of the Company (the “Board”), and shall<br>have the normal duties, responsibilities and authority of an executive serving in such position, subject to the power of the Board to<br>expand or limit such duties, responsibilities and authority, either generally or in specific instances. During the Employment Period,<br>Executive shall devote Executive’s best efforts and Executive’s full business time and attention (except for permitted vacation<br>periods, reasonable periods of illness or other incapacity, and any of the activities set forth in Exhibit A) to the business and affairs<br>of the Company, its subsidiaries and affiliates. During the Employment Period, Executive shall owe a fiduciary duty of loyalty, fidelity,<br>and allegiance to act in the best interests of the Company and each of its subsidiaries and affiliates to which he provides services,<br>and to not act in a manner that would materially injure their business, interests, or reputations. In keeping with these duties, Executive<br>shall make full disclosure to the Chairman of the Board of all Business Opportunities and not appropriate for his own benefit any such<br>Business Opportunities. For purposes of this Agreement, “Business Opportunities” shall mean all material business<br>ideas, prospects, proposals, and other opportunities pertaining to the Business of the Company and its subsidiaries and affiliates that<br>come to Executive’s attention during the Employment Period that he determines, while acting reasonably in good faith and as a fiduciary<br>to the Company, should be further considered by the Board.
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3.	Compensation and Benefits.
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(a)	Base Salary. The Company agrees to pay Executive a base salary (the “Base Salary”)<br>during the Employment Period in installments based on the Company’s practices as may be in effect from time to time. Executive’s<br>Base Salary shall initially be at the rate of at least $550,000.00 per year and shall be subject to adjustment by the Compensation Committee<br>of the Board (the “Committee”).
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(b)	Target Bonus. During the Employment Period, Executive will be eligible to earn an annual target<br>bonus of up to forty percent (40%) of the Base Salary (the “Target Bonus”), based on the achievement of specified<br>performance goals (as determined in good faith by the Committee in consultation with Executive, to be set and communicated to Executive<br>no more than thirty (30) days after the management team has presented a business plan with respect to the applicable year for review by<br>the Board and the Committee); provided, however, that Executive shall not be eligible for any such Target Bonus for a calendar<br>year unless Executive remains in the continuous employ of the Company until the date<br>such bonus is paid (except as otherwise set forth herein). Any Target Bonus earned pursuant to this Section 3(b) shall be paid<br>to Executive in a single lump sum following receipt of the Company’s audited financial statements, but in any event such Target<br>Bonus will be paid by March 15^th^ of the calendar year following the calendar year for which such Target Bonus was earned.
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(c)	Standard Benefits Package. Executive shall be entitled<br>during the Employment Period to participate, on the same basis as other executives of the Company, in those employee benefit programs,<br>for which substantially all of the executives of the Company are from time to time generally eligible (including insurance and other<br>benefits, but excluding, except as provided in Section 5(b), any severance pay programs or policies of the Company), as determined<br>from time to time by the Board. Such employee benefits will be governed by the applicable plan documents, insurance policies, or employment<br>policies, and may be modified, suspended, or revoked in accordance with the terms of the applicable documents or policies without violating<br>this Agreement.
(d)	Equity Compensation Plan. Executive may be eligible<br>to receive grants of equity, equity-based or similar compensation awards pursuant to the Company’s Equity Incentive Plan or otherwise<br>as may be approved in the sole discretion of the Committee from time to time. Any such grant will be represented by an award agreement<br>and will be subject to the terms of the Company’s Equity Incentive Plan (if applicable) and such award agreement under all circumstances<br>(including in connection with Executive’s termination of employment).
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(e)	Business Expenses. The Company shall reimburse Executive<br>for all reasonable expenses incurred by Executive during the Employment Period in the course of performing Executive’s duties under<br>this Agreement that are consistent with the Company’s policies as in effect from time to time with respect to travel, entertainment<br>and other business expenses, subject to the Company’s requirements applicable generally with respect to reporting and documentation<br>of such expenses. The Company shall also reimburse Executive for club memberships that are approved by the Committee in advance.
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4.	Notice of Termination. The Company may terminate Executive’s<br>employment at any time. Executive may voluntarily terminate his employment without Good Reason with ninety (90) days advance notice or<br>for Good Reason in accordance with the procedures set forth in Section 7(e). In the event Executive provides notice to the Company<br>of his voluntary termination of employment, the Company may accept such resignation, waive any remaining notice period, and accelerate<br>the date of Executive’s termination of employment, and any such waiver and earlier termination of employment will not constitute<br>a Termination Without Cause. Executive’s employment shall also terminate on the date of his death or as a result of a Disability<br>(as determined by the Committee).
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5.	Post-Employment Payments.
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(a)	Accrued Obligations. Except as otherwise set forth<br>in this Agreement, at the end of Executive’s employment for any reason, Executive shall cease to have any rights to further compensation<br>or employee benefits except for (i) any Base Salary earned prior to Executive’s termination of employment that remains unpaid as<br>of such termination; (ii) any unreimbursed business expenses incurred prior to Executive’s termination that are reimbursable in<br>accordance with the Company’s policies as in effect from time to time; (iii) vested benefits to which<br>Executive may be entitled under any employee benefit plans of the Company (or an affiliate thereof), which vested benefits will be payable<br>in accordance with the terms of the applicable employee benefit plan; and (iv) pursuant to any equity compensation, equity-based or similar<br>award (or any portion thereof) which either vests by its terms due to the circumstances of termination of Executive’s employment<br>or extends by its terms beyond termination of Executive’s employment.
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(b)	Severance Benefits.
(i)	Termination Without Cause or Termination For Good Reason<br>Before a Change in Control. Subject to Section 5(c), if the Employment Period ends on account of a Termination Without Cause<br>or a Termination For Good Reason at any time before a Change in Control, the Company shall pay Executive the following payments:
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(A)	severance compensation in an amount equal to one (1) multiplied by: the Base Salary, payable in equal<br>installments across a twelve (12)-month period based on the Company’s normal payroll cycles;
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(B)	any annual Target Bonus earned for a calendar year prior to the calendar year in which the termination<br>of employment occurs that remains unpaid as of such termination of employment (the “Prior Year Bonus”), payable<br>at the same time as paid to active employees in accordance with Section 3(b) herein;
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(C)	a pro-rated portion of the Target Bonus for the year in which Executive terminates employment, pro-rated<br>based on the number of days that elapse during such calendar year prior to the date of Executive’s termination of employment out<br>of the entire calendar year (the “Pro-Rated Bonus”), payable in equal installments in the same time and manner<br>as set forth in Section 5(b)(i)(A); and
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(D)	payment of a lump sum amount within sixty (60) days following such termination of employment equal to<br>the total cost of premium payments (including both the employer and employee portions) for twelve (12) months of coverage under the Company’s<br>medical, dental and vision plans for the same level of coverage Executive participated in with his dependents or family immediately prior<br>to Executive’s Termination Without Cause or Termination For Good Reason.
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(ii)	Termination Without Cause or Termination For Good Reason on or After a Change in Control.<br>Subject to Section 5(c), if the Employment Period ends on account of a Termination Without Cause or a Termination For Good Reason<br>either on the date of consummation of a Change in Control or within twelve (12) months following such date, the Company shall pay Executive<br>the following payments:
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(A)	severance compensation in an amount equal to one and one-half (1.5) multiplied by: the Base Salary, payable<br>in a lump sum within sixty (60) days following such termination of employment;
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(B)	the Prior Year Bonus, payable at the same time as paid to<br>active employees in accordance with Section 3(b) herein;
(C)	the Pro-Rated Bonus, payable in a lump sum within sixty (60) days following such termination of employment;<br>and
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(D)	payment of a lump sum amount within sixty (60) days following such termination of employment equal to<br>the total cost of premium payments (including both the employer and employee portions) for eighteen (18) months of coverage under the<br>Company’s medical, dental and vision plans for the same level of coverage Executive participated in with his dependents or family<br>immediately prior to Executive’s Termination Without Cause or Termination For Good Reason.
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It is expressly understood that the Company’s payment obligations under this Section 5(b) shall cease in the event Executive breaches any of the agreements in Section 6 hereof or any other restrictive covenant agreements entered with the Company or any of its affiliates. Any payment made pursuant to this Section 5(b) that is not made following Executive’s Termination Without Cause or Termination For Good Reason because Executive has not executed the release described in Section 5(c) shall be paid to Executive in a single lump sum on the first payroll date following the last day of any applicable revocation period after Executive executes the release.

(c)	Release. Notwithstanding anything herein to the contrary, the Company shall not be obligated to<br>make any payment under Section 5(b) hereof unless on or prior to the sixtieth (60th) day following the Termination Without Cause<br>or Termination For Good Reason: (i) Executive executes a release of all current or future claims, known or unknown, arising on or before<br>the date of the release against the Company and its subsidiaries and the directors, managers, officers, employees and affiliates of any<br>of them in a form approved by the Company in the form attached as Exhibit B (such release, the “Release”); and<br>(ii) Executive does not revoke the Release and such Release becomes effective and nonrevocable.
6.	Non-Competition; Confidentiality; Non-Solicitation.
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(a)	Acknowledgements and Agreements. Executive hereby<br>acknowledges and agrees that in the performance of Executive’s duties to the Company during the Employment Period, Executive will<br>be brought into frequent contact with the Company’s existing and potential customers throughout the world and the Company’s<br>trade secrets. Executive also agrees that trade secrets and confidential information of the Company gained by Executive during Executive’s<br>association with the Company, have been developed by the Company through substantial expenditures of time, effort and money and constitute<br>valuable and unique property of the Company. Executive further understands and agrees that the foregoing makes it necessary for the protection<br>of the Company’s business that Executive not compete with the Company during Executive’s employment with the Company and<br>not compete with the Company for a reasonable period thereafter, as further provided in the following Sections.
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(b)	Covenants.
(i)	Covenants During Employment. While employed by the Company, Executive will not compete with the<br>Company anywhere in the world and will not take any act or make any omission which is contrary to the best interests of the Company or<br>its affiliates. In accordance with this restriction, but without limiting its terms, while employed by the Company, Executive will not:
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(A)	enter into or engage in any business that competes with the<br>Company;
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(B)	solicit customers, business, patronage or orders for, or sell, any products or services in competition<br>with, or for any business that competes with, the Company;
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(C)	divert, entice or otherwise take away any customers, business, patronage or orders of the Company or attempt<br>to do so; or
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(D)	promote or assist, financially or otherwise, any person, firm, association, partnership, corporation or<br>other entity engaged in any business that competes with the Company.
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Notwithstanding the foregoing or anything to the contrary contained herein, Executive shall at all times be allowed to undertake any of the activities set forth in Exhibit A (as such activities are conducted (as disclosed to the Board) as of the Effective Date) without restriction.

(ii)	Covenants Following Termination. For a period of eighteen (18) months following the termination<br>of Executive’s employment, Executive will not:
(A)	enter into or engage in any business in any manner which is similar to the capacity in which Executive<br>provided services to the Company during the Employment Period that competes with the Company within the Restricted Territory;
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(B)	solicit customers, business, patronage or orders for, or sell, any products or services in competition<br>with, or for any business that competes with, the Company within the Restricted Territory;
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(C)	divert, entice or otherwise take away any customers, business, patronage or orders of the Company within<br>the Restricted Territory, or attempt to do so; or
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(D)	promote or assist, financially or otherwise, in any capacity which is similar to the capacity in which<br>Executive provided services to the Company during the Employment Period any person, firm, association, partnership, corporation or other<br>entity engaged in any business that competes with the Company within the Restricted Territory.
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Notwithstanding any provision in this Section 6(b) to the contrary, (1) nothing herein restricts Executive from providing services or engaging in any other activity with respect to a competitor of the Company in a capacity that is not the same or similar capacity as Executive provided services to the Company; and (2) the prohibitions in Section 6(b)(ii)(B) and Section 6(b)(ii)(C) shall be limited to customers with whom Executive had material business contact with on behalf of the Company, or about whom Executive received from the Company its confidential information, during the last two years of the Employment Period.

(iii)	Indirect Competition; Passive Investments. Executive will be in violation of any of the restrictions<br>in Section 6(b)(i) and Section 6(b)(ii) if Executive engages in any or all of the activities set forth therein directly<br>as an individual on Executive’s own account, or indirectly as a partner, joint venturer, employee, agent, salesperson, consultant,<br>officer or director of any firm, association, partnership, corporation or other entity, or as a stockholder of any corporation in which<br>Executive or Executive’s spouse, child or parent owns, directly or indirectly, individually or in the aggregate, more than five<br>percent (5%) of the outstanding stock. Notwithstanding any provision of this Section 6(b) to the contrary, any passive investment<br>by Executive in a publicly traded company of two percent (2%) or less of such company’s outstanding stock shall not be a violation<br>of this Section 6(b).
(iv)	Tolling. If it shall be judicially determined that Executive has violated this Section 6(b),<br>then the period applicable to each obligation that Executive shall have been determined to have violated shall automatically be extended<br>by a period of time equal in length to the period during which such violation(s) occurred.
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(c)	Company. For the purposes of Section 6 and Section 7(c), the Company shall include<br>any and all direct and indirect subsidiary, parent, affiliated, or related companies of the Company for which Executive worked, had responsibility,<br>or had access to confidential information at the time of termination of his employment and at any time during the two (2)-year period<br>prior to such termination.
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(d)	Non-Solicitation. Executive will not directly or indirectly at any time during the period of Executive’s<br>employment or the two (2)-year period thereafter attempt to disrupt, damage, impair or interfere with the Company by raiding any of the<br>Company’s employees or soliciting any of them to resign from their employment by the Company, or by disrupting the relationship<br>between the Company and any of its consultants, agents, representatives or vendors. Executive acknowledges that this covenant is necessary<br>to enable the Company to maintain a stable workforce and remain in business. Notwithstanding any provision in this Section 6(d)<br>to the contrary, the post-termination prohibitions in the preceding sentence shall be limited to Company employees, consultants, agents,<br>representatives, and vendors with whom Executive had material business contact with on behalf of the Company, or about whom Executive<br>received from the Company confidential information, during the last two years of the Employment Period.
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(e)	Non-Disparagement. During the Employment Period and for a period of two (2) years thereafter,<br> Executive agrees not to disparage or authorize to be made any written or oral disparagement of the Company or any of its past,<br> present or future shareholders (equityholders), directors, accounting firms, third party investigators, attorneys, officers,<br> employees, or agents or any aspect of Executive’s employment with the Company or termination thereof except to the extent<br> required by applicable law. Notwithstanding the foregoing, (i) truthful statements<br>necessary to be made in the good faith performance of Executive’s duties for the Company, (ii) reporting any actions or inactions<br>to a governmental agency that Executive believes to be unlawful, (iii) participating in or cooperating with a governmental investigation,<br>and (iv) discussing or disclosing underlying facts of any alleged discriminatory or unfair employment practice will not result in a breach<br>of this Section 6(e).
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During the Employment Period and for a period of two (2) years thereafter, the Company agrees that it shall instruct the members of the Board and the Company’s executive officers not to disparage or authorize to be made any written or oral disparagement of the Executive except to the extent required by applicable law. Notwithstanding the foregoing, (i) truthful statements necessary to be made in the good faith performance of the duties of the directors or executive officers of the Company, (ii) reporting any actions or inactions to a governmental agency that the Company believes to be unlawful, (iii) participating in or cooperating with a governmental investigation, and (iv) discussing or disclosing underlying facts of any alleged discriminatory or unfair employment practice will not result in a breach of this Section 6(e).

At the same time that this Agreement is signed, Executive will sign the Acknowledgement of Notice of Restrictive Covenants attached hereto as Exhibit C attesting to compliance with C.R.S. § 8-2-113(4).

(f)	Further Covenants.
(i)	Confidential Information. Executive will keep in strict confidence, and will not, directly or indirectly,<br>at any time, during or after Executive’s employment with the Company, disclose, furnish, disseminate, make available or, except<br>in the course of performing Executive’s duties of employment, use any trade secrets or confidential business and technical information<br>of the Company or its customers or vendors, without limitation as to when or how Executive may have acquired such information. Such confidential<br>information is material that is not generally available to the public and shall include, without limitation, the Company’s unique<br>selling, manufacturing and servicing methods and business techniques, training, service and business manuals, promotional materials, training<br>courses and other training and instructional materials, vendor and product information, employee evaluations and employee performance<br>information, customer and prospective customer lists, other customer and prospective customer information and other business information.<br>Executive specifically acknowledges that all such confidential information, whether reduced to writing, maintained on any form of electronic<br>media, or maintained in the mind or memory of Executive and whether compiled by the Company or Executive, derives independent economic<br>value from not being readily known to or ascertainable by proper means by others who can obtain economic value from its disclosure or<br>use, that reasonable efforts have been made by the Company to maintain the secrecy of such information, that such information is the sole<br>property of the Company and that any retention and use of such information by Executive during his employment with the Company (except<br>in the course of performing his duties and obligations to the Company) or after the termination of his employment shall constitute a misappropriation<br>of the Company’s trade secrets. Executive’s obligations in this Section 6(f)(i) with regard to (A) trade secrets will<br>continue for so long as such information remains<br>trade secrets under applicable law; and (B) the Company’s confidential information will continue for ten (10) years following Executive’s<br>termination of employment from the Company. Nothing in this Agreement prevents Executive from providing, without prior notice to the Company,<br>information to governmental or administrative authorities regarding possible violations of law or otherwise testifying or participating<br>in any investigation or proceeding by any governmental or administrative authorities regarding possible violations of law.
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(f)

Further Covenants.

(i)

Confidential Information. Executive will keep in strict confidence, and will not, directly or indirectly, at any time, during or after Executive’s employment with the Company, disclose, furnish, disseminate, make available or, except in the course of performing Executive’s duties of employment, use any trade secrets or confidential business and technical information of the Company or its customers or vendors, without limitation as to when or how Executive may have acquired such information. Such confidential information is material that is not generally available to the public and shall include, without limitation, the Company’s unique selling, manufacturing and servicing methods and business techniques, training, service and business manuals, promotional materials, training courses and other training and instructional materials, vendor and product information, employee evaluations and employee performance information, customer and prospective customer lists, other customer and prospective customer information and other business information. Executive specifically acknowledges that all such confidential information, whether reduced to writing, maintained on any form of electronic media, or maintained in the mind or memory of Executive and whether compiled by the Company or Executive, derives independent economic value from not being readily known to or ascertainable by proper means by others who can obtain economic value from its disclosure or use, that reasonable efforts have been made by the Company to maintain the secrecy of such information, that such information is the sole property of the Company and that any retention and use of such information by Executive during his employment with the Company (except in the course of performing his duties and obligations to the Company) or after the termination of his employment shall constitute a misappropriation of the Company’s trade secrets. Executive’s obligations in this Section 6(f)(i) with regard to (A) trade secrets will continue for so long as such information remains trade secrets under applicable law; and (B) the Company’s confidential information will continue for ten (10) years following Executive’s termination of employment from the Company. Nothing in this Agreement prevents Executive from providing, without prior notice to the Company, information to governmental or administrative authorities regarding possible violations of law or otherwise testifying or participating in any investigation or proceeding by any governmental or administrative authorities regarding possible violations of law.

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(ii)	Return of Property. Executive agrees that upon termination of Executive’s employment with<br>the Company for any reason, Executive shall return to the Company all property of the Company without being intentionally damaged, including<br>without limitation, any Company-provided laptop, cell phone, keys or keycards, work papers, reports, drawings, photographs, negatives,<br>prototypes, and the originals and all copies of any materials that contain, reflect, summarize, describe, analyze or refer or relate to<br>any items of information listed in Section 6(f)(i), whether in hard copy or generated and maintained on any form of electronic<br>media. In the event that such items are not so returned, the Company will have the right to charge Executive for all reasonable damages,<br>costs, attorneys’ fees and other expenses incurred in searching for, taking, removing or recovering such property.
(iii)	Defend Trade Secrets Act Notice of Immunity. The U.S. Defend Trade Secrets Act of 2016 (“DTSA”)<br>provides that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure<br>of a trade secret that (A) is made (1) in confidence to a federal, state, or local government official, either directly or indirectly,<br>or to an attorney and (2) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint<br>or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, the DTSA provides that an individual<br>who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney<br>of the individual and use the trade secret information in the court proceeding, if the individual (x) files any document containing the<br>trade secret under seal and (y) does not disclose the trade secret, except pursuant to court order.
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(g)	Discoveries and Inventions; Work Made for Hire.
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(i)	Executive agrees that upon conception or development of any idea, discovery, invention, improvement, software,<br>writing or other material or design that:
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(A)	relates to the business of the Company;
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(B)	relates to the Company’s actual or demonstrably anticipated research or development; or
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(C)	results from any work performed by Executive for the Company, Executive does hereby assign to the Company<br>the entire right, title and interest in and to any such idea, discovery, invention, improvement, software, writing or other material or<br>design. Executive has no obligation to assign any idea, discovery,<br>invention, improvement, software, writing or other material or design that Executive conceives or develops entirely on Executive’s<br>own time without using the Company’s equipment, supplies, facilities, or trade secret information unless the idea, discovery, invention,<br>improvement, software, writing or other material or design (x) relates to the business of the Company; (y) relates to the Company’s<br>actual or demonstrably anticipated research or development; or (z) results from any work performed by Executive for the Company. Executive<br>agrees that any idea, discovery, invention, improvement, software, writing or other material or design that relates to the business of<br>the Company or relates to the Company’s actual or demonstrably anticipated research or development that is conceived or suggested<br>by Executive, either solely or jointly with others, within one (1) year following termination of Executive’s employment under this<br>Agreement or any successor agreements shall be presumed to have been so made, conceived or suggested in the course of such employment<br>with the use of the Company’s equipment, supplies, facilities, or trade secrets.
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(ii)	In order to determine the rights of Executive and the Company<br>in any idea, discovery, invention, improvement, software, writing or other material or design, and to ensure the protection of the same,<br>Executive agrees that during Executive’s employment and for one (1) year after termination of Executive’s employment under<br>this Agreement or any successor agreements, Executive will disclose immediately and fully to the Company any idea, discovery, invention,<br>improvement, software, writing or other material or design conceived, made or developed by Executive solely or jointly with others that<br>relates to the business of the Company or relates to the Company’s actual or demonstrably anticipated research or development.<br>The Company agrees to keep any such disclosures confidential. Executive also agrees to record descriptions of all work in the manner<br>directed by the Company and agrees that all such records and copies, samples, and experimental materials will be the exclusive property<br>of the Company. Executive agrees that at the request of and without charge to the Company, but at the Company’s expense, Executive<br>will execute a written assignment of the idea, discovery, invention, improvement, software, writing or other material or design to the<br>Company and will assign to the Company any application for letters patent or for trademark registration made thereon, and to any common-law<br>or statutory copyright therein; and that Executive will do whatever may be necessary or desirable to enable the Company to secure any<br>patent, trademark, copyright, or other property right therein in the United States and in any foreign country, and any division, renewal,<br>continuation, or continuation in part thereof, or for any reissue of any patent issued thereon. In the event the Company is unable, after<br>reasonable effort, and in any event after ten (10) business days, to secure Executive’s signature on a written assignment to the<br>Company of any application for letters patent or to any common-law or statutory copyright or other property right therein, whether because<br>of Executive’s physical or mental incapacity or for any other reason whatsoever, Executive irrevocably designates and appoints<br>the Corporate Secretary of the Company as Executive’s attorney-in-fact to act on Executive’s behalf to execute and file any<br>such application and to do all other lawfully permitted acts to further the prosecution and issuance of such letters patent,<br>copyright or trademark.
(iii)	Work Made for Hire. Executive acknowledges that, to the extent permitted by law, all work papers,<br>reports, documentation, drawings, photographs, negatives, tapes and masters therefor, prototypes and other materials (hereinafter, “items”),<br>including without limitation, any and all such items generated and maintained on any form of electronic media, generated by Executive<br>while performing work for the Company shall be considered a “work made for hire” and that ownership of any and all<br>copyrights in any and all such items shall belong to the Company.
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(ii)

In order to determine the rights of Executive and the Company in any idea, discovery, invention, improvement, software, writing or other material or design, and to ensure the protection of the same, Executive agrees that during Executive’s employment and for one (1) year after termination of Executive’s employment under this Agreement or any successor agreements, Executive will disclose immediately and fully to the Company any idea, discovery, invention, improvement, software, writing or other material or design conceived, made or developed by Executive solely or jointly with others that relates to the business of the Company or relates to the Company’s actual or demonstrably anticipated research or development. The Company agrees to keep any such disclosures confidential. Executive also agrees to record descriptions of all work in the manner directed by the Company and agrees that all such records and copies, samples, and experimental materials will be the exclusive property of the Company. Executive agrees that at the request of and without charge to the Company, but at the Company’s expense, Executive will execute a written assignment of the idea, discovery, invention, improvement, software, writing or other material or design to the Company and will assign to the Company any application for letters patent or for trademark registration made thereon, and to any common-law or statutory copyright therein; and that Executive will do whatever may be necessary or desirable to enable the Company to secure any patent, trademark, copyright, or other property right therein in the United States and in any foreign country, and any division, renewal, continuation, or continuation in part thereof, or for any reissue of any patent issued thereon. In the event the Company is unable, after reasonable effort, and in any event after ten (10) business days, to secure Executive’s signature on a written assignment to the Company of any application for letters patent or to any common-law or statutory copyright or other property right therein, whether because of Executive’s physical or mental incapacity or for any other reason whatsoever, Executive irrevocably designates and appoints the Corporate Secretary of the Company as Executive’s attorney-in-fact to act on Executive’s behalf to execute and file any such application and to do all other lawfully permitted acts to further the prosecution and issuance of such letters patent, copyright or trademark.

(iii)

Work Made for Hire. Executive acknowledges that, to the extent permitted by law, all work papers, reports, documentation, drawings, photographs, negatives, tapes and masters therefor, prototypes and other materials (hereinafter, “items”), including without limitation, any and all such items generated and maintained on any form of electronic media, generated by Executive while performing work for the Company shall be considered a “work made for hire” and that ownership of any and all copyrights in any and all such items shall belong to the Company.

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(h)	Communication of Contents of Agreement. While employed by the Company and for two (2) years thereafter,<br>Executive will communicate the contents of Section 6 of this Agreement to any person, firm, association, partnership, corporation<br>or other entity that Executive intends to be employed by, associated with, or represent.
(i)	Confidentiality Agreements. Executive agrees that Executive shall not disclose to the Company or<br>induce the Company to use any secret or confidential information belonging to Executive’s former employers. Executive warrants that<br>Executive is not bound by the terms of a confidentiality agreement or other agreement with a third party that would preclude or limit<br>Executive’s right to work for the Company or to disclose to the Company any ideas, inventions, discoveries, improvements or designs<br>or other information that may be conceived during employment with the Company.
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(j)	Relief. Executive acknowledges and agrees that the remedy at law available to the Company for breach<br>of any of Executive’s obligations under this Agreement would be inadequate and any such breach would result in irreparable harm<br>for which damages are difficult to calculate. Executive therefore agrees that, in addition to any other rights or remedies that the Company<br>may have at law or in equity, temporary and permanent injunctive relief may be granted in any proceeding that may be brought to enforce<br>any provision contained in Section 6 inclusive, of this Agreement, without the necessity of proof of actual damage and without<br>posting of a bond.
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(k)	Reasonableness. Executive acknowledges that Executive’s obligations under this Section<br>6 are reasonable in the context of the nature of the Company’s business and the competitive injuries likely to be sustained<br>by the Company if Executive were to violate such obligations and that these obligations do not place an undue burden on Executive. Executive<br>further acknowledges that this Agreement is made in consideration of, and is adequately supported by, the agreement of the Company to<br>perform its obligations under this Agreement and by other consideration, including Executive’s employment with the Company, which<br>Executive acknowledges constitutes good, valuable and sufficient consideration. It is the desire and intent of the parties hereto that<br>the provisions of this Agreement shall be enforced to the fullest extent legally permissible. Accordingly, if any particular provision(s)<br>of this Agreement shall be adjudicated to be invalid or unenforceable, the court may modify or sever such provision(s), such modification<br>or deletion to apply only with respect to the operation of such provision(s) in the particular jurisdiction in which such adjudication<br>is made. Further, Section 6 herein is independent of other obligations under this Agreement, and therefore, no claim by Executive<br>against the Company or its affiliates for breach of this Agreement or otherwise will constitute a defense to enforceability of the covenants<br>contained in Section 6. In addition, if any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad<br>as to duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable to<br>the extent compatible with the applicable law as it shall then appear. The remaining provisions of this Agreement shall remain in full<br>force and effect.
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7.	Definitions.
(a)	“Change in Control” shall have the meaning set forth in the Company’s<br>2024 Equity Incentive Plan (or any successor plan thereto). Notwithstanding anything to the contrary in this Agreement, a “Change<br>in Control” shall only be deemed to occur for purposes of this Agreement if such event constitutes a “change in control event”<br>within the meaning of Section 409A (as defined below).
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(b)	“Disability” means the determination by a physician selected by the Committee<br>(that is reasonably acceptable to Executive) that Executive is reasonably likely to be unable to perform the essential functions of his<br>position, with or without reasonable accommodation, due to a physical or mental impairment, for a period of one hundred and eighty (180)<br>consecutive days (or one hundred and eighty (180) days within a twelve (12)-month period) or that Executive has a physical or mental impairment<br>that is reasonably likely to result in Executive’s death.
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(c)	“Restricted Territory” means: (i) the geographic area(s) within a one hundred<br>and fifty (150) mile radius of any and all Company location(s), and (ii) Texas and New Mexico.
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(d)

Termination For Cause” means the termination by the Company or any subsidiary of Executive’s employment with the Company or any affiliate as a result of: (i) the indictment or conviction of Executive or plea of nolo contendere by Executive for a felony, fraud or other crime of moral turpitude; (ii) gross negligence or gross misconduct by Executive, which is not cured within fourteen (14) days after written notice thereof to Executive; (iii) Executive’s failure to follow the directions of the Board which is not cured within fourteen (14) days after written notice thereof to Executive; (iv) Executive’s violation of Section 6 of this Agreement or any other restrictive covenant agreement entered with the Company or any of its affiliates, which is not cured (if curable) within fourteen (14) days after written notice thereof to Executive; (v) any conduct by or at the direction of Executive that would reasonably be expected to result in material injury or reputational harm to the Company (or any of its affiliates), which is not cured within fourteen (14) days after written notice thereof to Executive; (vi) Executive’s breach of a material employment policy of the Company (or any of its affiliates), which is not cured within fourteen (14) days after written notice thereof to Executive; (vii) Executive’s breach of the Company’s Code of Conduct and Ethics or the New Era Helium Inc. Policy for Recovery of Erroneously Awarded Compensation, which is not cured within fourteen (14) days after written notice thereof to Executive or (viii) any other breach by Executive of this Agreement or any other agreement with the Company (or any of its affiliates) that is material and that is not cured within fourteen (14) days after written notice thereof to Executive.

(e)

**“**Termination For Good Reason” means Executive’s termination of Executive’s employment with the Company or any affiliate as result of any of the following without Executive’s consent: (i) a decrease in the Base Salary; (ii) any action or inaction that results in a material breach of this Agreement or any other agreement between the Company and Executive by the Company; (iii) any material diminution in Executive’s position, duties, authority, or responsibilities; or (iv) a requirement that Executive work full-time from an office that is more than fifty (50) miles from Boulder, Colorado. Notwithstanding the foregoing, no termination of employment by Executive shall constitute a “Termination For Good Reason” unless (A) Executive gives the Company notice of the existence of an event described above within sixty (60) days following the initial occurrence thereof; (B) the Company does not remedy such event within thirty (30) days of receiving the notice described in the preceding clause (A); and (C) Executive terminates employment within ninety (90) days of the end of the cure period specified in clause (B) above.

(f)	“Termination Without Cause” means the termination by the Company or any of its<br>affiliates of Executive’s employment for any reason other than a termination by the Company as a result of Executive’s Disability<br>or death or a Termination For Cause.
8.	Survival. Subject to any limits on applicability contained therein, Section 6, Section<br>9 and Section 10 hereof shall survive and continue in full force in accordance with its terms notwithstanding any termination<br>of the Employment Period.
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9.	Clawback. Notwithstanding any provision of this Agreement or any other agreement to the contrary,<br>performance-based compensation provided to Executive under this Agreement or pursuant to any other agreement or understanding shall be<br>subject to the Company’s Policy for Recovery of Erroneously Awarded Compensation or any successor or other clawback or recoupment<br>policy as in effect from time to time, and any amendments thereto, as required by applicable law, including but not limited to Section<br>10D of the Securities Exchange Act of 1934 and the rules and regulations of the U.S. Securities and Exchange Commission and the rules<br>of the Nasdaq. Further notwithstanding any provision of this Agreement or any other agreement to the contrary, in the event the Company<br>acquires evidence within the twenty-four (24) month period following Executive’s termination of employment that would have given<br>the Company grounds to terminate Executive’s employment as a result of a Termination For Cause if the Company had had such evidence<br>at the time of Executive’s termination, the Company may require Executive to return to the Company all benefits and compensation<br>paid to Executive pursuant to Section 5(b) herein and may cease payment of any further benefits under Section 5(b). In the<br>event the Company notifies Executive that it has obtained evidence of grounds to terminate Executive’s employment as a result of<br>a Termination For Cause, Executive shall be given fourteen (14) days to appear in front of the Committee to discuss such grounds. Executive<br>expressly agrees to return or repay any amounts to the Company as required under this Section 9 following a final determination<br>hereunder by the Committee promptly and further expressly agrees to the Company’s offsetting any amounts owed to the Company under<br>this Section 9 by any amounts otherwise owed by the Company to Executive to the extent permissible under Section 409A (as defined<br>below).
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10.	Tax Matters.
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(a)	Withholding. The Company may withhold from any amounts<br>payable under this Agreement all federal, state, city or other taxes as the Company is required to withhold pursuant to any applicable<br>law, regulation or ruling. Notwithstanding any other provision of this Agreement, the Company shall not be obligated to guarantee any<br>particular tax result for Executive with respect to any payment provided to Executive hereunder, and Executive shall be responsible for<br>any taxes imposed on Executive with respect to any such payment.
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(b)	Section 409A.
(i)	This Agreement is intended to comply with or be exempt from<br>Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) and all provisions of this Agreement<br>shall be administered, construed and interpreted in a manner consistent with such intent. If the Company independently determines any<br>provision of this Agreement fails to comply with or be exempt from Section 409A, the Company shall, after consulting with Executive,<br>reform such provision to the minimum extent reasonably appropriate and necessary to attempt to avoid any additional tax or interest under<br>Section 409A. To the extent that any such modification becomes reasonably appropriate and necessary, such modification shall be made<br>in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to Executive and<br>the Company of the applicable provision without violating the provisions of Section 409A. The Company does not guarantee any particular<br>tax result for Executive and has no obligation to provide Executive with a gross up or indemnity with respect to any taxes that Executive<br>may incur with respect to any payments or benefits received pursuant to this Agreement.
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(ii)	Any expense reimbursements required to be made under this Agreement shall be for covered expenses incurred<br>by Executive during his lifetime, and such reimbursements shall be made not later than December 31st of the year following the year in<br>which Executive incurs the expense; provided that in no event shall the amount of expenses eligible for payment or reimbursement, or in-kind<br>benefits provided, by the Company in one calendar year affect the amount of expenses to be paid or reimbursed, or in-kind benefits to<br>be provided, in any other calendar year. Executive’s right to expense reimbursement shall not be subject to liquidation or exchange<br>for another benefit.
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(iii)	To the extent that this Agreement provides for the payment of “deferred compensation” (within<br>the meaning of Section 409A) to Executive or Executive’s beneficiaries upon or as a result of Executive’s termination of employment,<br>Executive shall be considered to have experienced a termination of employment as of the date that Executive incurs a “separation<br>from service” within the meaning of Section 409A.
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(iv)	Each payment or benefit to which Executive becomes entitled under this Agreement will be considered,<br> and is hereby designated as, a separate payment for purposes of Section 409A (and consequently Executive’s entitlement to such payment or benefit will not be<br>considered an entitlement to a single payment of the aggregate amount to be paid). Each such payment shall be deemed exempt from Section<br>409A to the greatest extent possible. To the extent that any payments pursuant to this Agreement are contingent upon Executive entering<br>into the Release and if the period for review or revocation of the Release crosses calendar years, such payments shall be made or commence<br>in the later calendar year if necessary to avoid taxes or penalties under Section 409A. Any payments that would otherwise be made during<br>the period for review and revocation of the Release will be made as soon as practicable after such period ends.
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(v)	If the Company makes a good faith determination that a payment under this Agreement (A) constitutes a<br>deferral of compensation for purposes of Section 409A, (B) is made to Executive by reason of his separation from service, (C) at the time<br>such payment would otherwise be made, Executive is a “specified employee” within the meaning of Section 409A (and using the<br>identification methodology specified by the Company from time to time), and (D) a delay in payment is required in order to avoid the imposition<br>of excise taxes under Section 409A, then the payment shall be delayed until the earlier of (1) the first (1st) business day following<br>the six (6)-month anniversary of Executive’s separation from service, or (2) Executive’s death.
(c)	Parachute Payments.
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(i)	Notwithstanding any provision of this Agreement to the contrary,<br>if any amount or benefit to be paid or provided under this Agreement would be an “Excess Parachute Payment” within the meaning<br>of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) but for the application of this<br>sentence, then the payments and benefits to be paid or provided under this Agreement will be reduced to the minimum extent necessary<br>(but in no event to less than zero (0)) so that no portion of any such payment or benefit, as so reduced, constitutes an Excess Parachute<br>Payment; provided, however, that the foregoing reduction will be made only if and to the extent that such reduction would<br>result in an increase in the aggregate payment and benefits to be provided, determined on an after-tax basis (taking into account the<br>excise tax imposed pursuant to Section 4999 of the Code, any tax imposed by any comparable provision of state law, and any applicable<br>federal, state and local income and employment taxes). The fact that Executive’s right to payments or benefits may be reduced by<br>reason of the limitations contained in this Section 10(c)(i) will not of itself limit or otherwise affect any other rights of<br>Executive other than pursuant to this Agreement. In the event that any payment or benefit intended to be provided under this Agreement<br>or otherwise is required to be reduced pursuant to this Section 10(c)(i), the Company will effect such reduction to the extent<br>necessary in the following order: first, performance-based equity grants; second, time-based equity grants; third other noncash benefits;<br>and fourth, cash payments. Within each group, such benefits or payments shall be reduced in the reverse order in which they would otherwise<br>have been vested or paid.
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(ii)	All computations and determinations relevant to this Section<br>10(c)(ii) shall be implemented in a manner that maximizes the Executive’s after-tax economic benefit and be made by an independent<br>accounting firm selected and paid by the Company and reasonably acceptable to Executive (the “Accounting Firm”),<br>which firm may be the Company’s ordinary course accountants. If the Accounting Firm determines that any amounts are Excess Parachute<br>Payments, the Accounting Firm shall provide its determination (the “Determination”), together with detailed<br>supporting calculations both to the Company and Executive. If the Accounting Firm determines that no amounts are Excess Parachute Payments,<br>it shall furnish Executive and the Company with a written statement that such Accounting Firm has so concluded that no excise tax is payable<br>(including the reasons therefor) and that Executive has substantial authority not to report any excise tax on his federal income tax.<br>The Company and Executive shall furnish to the Accounting Firm such information and documents as the Accounting Firm may reasonably request<br>in order to make the Determination hereunder. The Accounting Firm shall make its Determination on the basis of substantial authority and<br>shall provide opinions to that effect to both the Company and Executive upon the request of either of them.
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(iii)	The Executive shall have the right, at the Executive’s<br>expense, to contest the determination of the Accounting Firm by providing written notice to the Company within fifteen (15) days following<br>receipt of the determination, together with alternative calculations prepared by an independent advisor reasonably acceptable to the<br>Company. If the Company and the Executive are unable to resolve such dispute within ten (10) days, the matter shall be submitted to a<br>mutually agreed independent nationally recognized accounting firm, whose determination shall be final and binding. Pending final resolution,<br>payments shall be made in accordance with the original determination, subject to adjustment (including repayment or additional payment,<br>as applicable) promptly following final determination.
11.	Securities. Notwithstanding anything to the contrary<br>in this Agreement (or in any other agreement, contract or arrangement with the Company or any parent or subsidiary of the Company, or<br>in any policy, procedure or practice of the Company or any subsidiary or affiliate (collectively, the “Arrangements”)):<br>(i) nothing in the Arrangements or otherwise limits Executive’s right to any monetary award offered by a government-administered<br>whistleblower award program for providing information directly to a government agency (including the Securities and Exchange Commission<br>pursuant to Section 21F of the Exchange Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act or The Sarbanes-Oxley Act<br>of 2002), and (ii) nothing in the Arrangements or otherwise prevents the Executive from providing, without prior notice to the Company,<br>information to governmental authorities regarding possible legal violations or otherwise testifying or participating in any investigation<br>or proceeding by any governmental authorities regarding possible legal violations, and for purposes of clarity, the Executive is not<br>prohibited from providing information voluntarily to the Securities and Exchange Commission pursuant to Section 21F of the Exchange Act.
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12.	Notices. Any notice provided to the Company provided<br>for in this Agreement shall be in writing to the Company, marked Attention: Compensation Committee Chair, and any notice to Executive<br>shall be addressed to Executive at his address on file with the Company. Except as otherwise provided herein, any written notice shall<br>be deemed to be duly given if and when delivered personally or deposited in the United States mail, first class registered mail, postage<br>and fees prepaid, and addressed as aforesaid.
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13.	Severability. If one or more of the provisions of<br>this Agreement is invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall be deemed to be<br>separable from the other provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable.
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14.	Complete Agreement. This Agreement embodies the complete<br>agreement and understanding between the parties with respect to the subject matter hereof and effective as of its date supersedes and<br>preempts any prior understandings, agreements or representations by or between the parties, written or oral, that may have related to<br>the subject matter hereof in any way. Notwithstanding the foregoing, this Agreement does not supersede or in any way limit or otherwise<br>affect (i) Executive’s rights with respect to equity, equity-based, or similar compensation granted under other agreements between<br>the Company (or an affiliate thereof) and Executive, or (ii) restrictive covenants that may be included in other agreements between the<br>Company (or an affiliate thereof) and Executive to which Executive may be bound. Executive acknowledges and agrees that, in signing this<br>Agreement, he is not relying on any prior oral or written statement or representation by the Company or its representatives outside of<br>this Agreement but is instead relying solely on his own judgment and his legal and tax advisors, if any.
15.	Counterparts. This Agreement may be executed in separate counterparts (including counterparts transmitted<br>by facsimile or Adobe PDF attached to an email), each of which shall be deemed to be an original and both of which taken together shall<br>constitute one and the same agreement.
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16.	Successors and Assigns. This Agreement shall bind and inure to the benefit of and be enforceable<br>by Executive, the Company and their respective heirs, executors, personal representatives, successors and assigns, except that Executive<br>may not assign any rights or delegate any obligations hereunder without the prior written consent of the Company. Executive hereby consents<br>to the assignment by the Company of all of its rights and obligations hereunder to any successor to the Company by merger or consolidation<br>or purchase of all or substantially all of the Company’s assets, provided that such transferee or successor assumes the liabilities<br>of the Company hereunder.
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17.	Choice of Law. This Agreement<br>shall be governed by, and construed in accordance with, the internal, substantive laws of the State of Nevada. Executive agrees that the<br>state and federal courts located in the State of Texas shall have exclusive jurisdiction in any action, suit or proceeding by or against<br>Executive based on or arising out of this Agreement and Executive hereby: (a) submits to the personal jurisdiction of such courts; (b)<br>consents to service of process in connection with any action, suit or proceeding against Executive; and (c) waives any other requirement<br>(whether imposed by statute, rule of court or otherwise) with respect to personal jurisdiction, venue or service of process. In addition,<br>the parties hereby irrevocably consent to the binding and exclusive venue for any dispute, controversy, claim, or cause of action between<br>them arising out of or related to this Agreement being in the state or federal court of competent jurisdiction that regularly conducts<br>proceedings or has jurisdiction in Midland County, Texas. Nothing in this Agreement, however, precludes either party from seeking to remove<br>a civil action from any state court to federal court.
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18.	Alternative-Dispute Resolution Protocol.
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(a)	Definition of Dispute. Any dispute, controversy, claim or cause of action between the parties arising<br>out of or relating to this Agreement (each, a “Dispute”), shall be resolved solely in accordance with<br>the terms of this Section 18. Notwithstanding the preceding sentence, the Company may seek injunctive relief from any court of<br>competent jurisdiction for breaches of Section 6.
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(b)	Mandatory Arbitration. If a Dispute is not fully resolved<br>pursuant to Section 18(b) within thirty (30) calendar days’ of submission to mediation, the Dispute may be submitted by<br>either party for definitive resolution through binding arbitration (an “Arbitration”) with a single neutral<br>arbitrator (the “Arbitrator”) mutually agreed upon by the parties or otherwise selected in accordance with<br>the Rules (as defined below) in Midland, Texas. In the event the parties cannot agree on an Arbitrator, the Arbitrator shall be selected<br>by the Dallas, Texas office of the Judicial Arbitration and Mediation Services, Inc. (“JAMS”) or its successor<br>in accordance with its arbitrator selection procedures. The Arbitration shall be brought before the Arbitrator and heard in accordance<br>with then-applicable JAMS Employment Arbitration Rules and Procedures (the “Rules”). The arbitrator shall (i)<br>have the authority to compel adequate discovery for the resolution of the Dispute and to award such relief as would otherwise be permitted<br>by applicable law; and (ii) issue a written arbitration decision including the Arbitrator’s essential findings and conclusions<br>and a statement of the award. The Arbitrator shall determine if any Dispute or issue is subject to this arbitration obligation, and to<br>award any or all remedies that either party would be entitled to seek in a court of law. The Company shall bear the administrative costs<br>and expenses of the Arbitration, including the Arbitrator’s fee, and each party shall bear its own attorney’s fees and associated<br>expenses, subject to re-allocation as permitted under the Rules and applicable substantive law. Except as required by law or as may be<br>reasonably required in connection with ancillary judicial proceedings to compel arbitration, to obtain temporary or preliminary judicial<br>relief in aid of arbitration, or to confirm or challenge an arbitration award, the Arbitration proceedings, including any hearings, evidence,<br>and award, shall be confidential, and the parties shall not disclose any awards, any materials in the proceedings created for the purpose<br>of the Arbitration, or any documents produced by another party in the proceedings not otherwise in the public domain. Judgment on any<br>award rendered by an arbitration tribunal may be entered in any court having jurisdiction thereover. Notwithstanding the foregoing, the<br>parties may bring an action or special proceeding in any court of competent jurisdiction for the purpose of compelling arbitration.
(c)	Waiver of Right to Jury Trial. NOTWITHSTANDING ANY<br>OTHER PROVISION IN THIS AGREEMENT, EXECUTIVE AND THE COMPANY SHALL, AND HEREBY DO, IRREVOCABLY WAIVE THE RIGHT TO TRIAL BY JURY WITH<br>RESPECT TO ANY DISPUTE AGAINST THE COMPANY OR ITS AFFILIATES ARISING OUT OF OR RELATING TO THIS AGREEMENT (EITHER ALLEGED BREACH OR ENFORCEMENT).
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(d)	Confidentiality. Except as required by law, Executive<br>and the Company agree that all aspects of any arbitration or mediation proceeding arising under or relating to this Agreement, including,<br>without limitation, all filings, evidence, testimony, transcripts, briefs, settlement discussions, rulings, and any final award or order,<br>shall be kept strictly confidential. Neither the Company nor Executive shall, directly or indirectly, disclose, publish, or communicate<br>any such information to any person or entity, except: (i) to the extent required by law or court order; (ii) to Executive’s spouse,<br>or the Company’s or Executive’s respective legal counsel, tax advisors, or other professional advisors who have a need to<br>know and are bound by confidentiality obligations; or (iii) as necessary to enforce or challenge<br>the arbitration award in a court of competent jurisdiction. Executive and the Company shall each take all reasonable steps to ensure compliance<br>with this confidentiality obligation and shall remain responsible for any unauthorized disclosure by persons to whom disclosure is permitted<br>under this provision.
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19.	Amendment and Waiver. The provisions of this Agreement<br>may be amended or waived only with the prior written consent of the Company and Executive; provided, however, the Company<br>may modify or amend the Agreement in its sole discretion at any time without the further consent of Executive in any manner necessary<br>to comply with applicable law and regulations or the listing or other requirements of any stock exchange upon which the Company or its<br>affiliate is listed. Any such amendment shall preserve the rights and benefits of Executive as reasonably possible, and the Company will<br>use reasonable efforts to consult with Executive prior to and regarding any such proposed amendment. No waiver by either party of a breach<br>of any term of this Agreement will operate or be construed as a waiver of a subsequent breach of the same provision by either party or<br>of the breach of any other term or provision of this Agreement, unless so stated in writing.
20.	Third-Party Beneficiaries. The Company and the Company’s<br>subsidiaries and affiliates to which Executive provides services shall be included within the definition of “Company” for<br>purposes of this Agreement, are intended to be third-party beneficiaries of this Agreement, and therefore may enforce this Agreement.
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21.	Representations.
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(i)	Executive: Executive represents and warrants that (a)<br>he has not previously assumed any obligations inconsistent with those in this Agreement; (b) his execution of this Agreement, and his<br>employment with the Company, shall not violate any other contract or obligation between Executive and any former employer or other third<br>party; and (c) during the Employment Period, he shall not use or disclose to anyone within the Company or its subsidiaries or affiliates<br>any proprietary information or trade secrets of any former employer or other third party. Executive further represents and warrants that<br>he has entered into this Agreement pursuant to his own initiative and that the Company did not induce him to execute this Agreement in<br>contravention of any existing commitments. Executive further acknowledges that the Company has entered into this Agreement in reliance<br>upon the foregoing representations of Executive.
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(ii)	Company: The Company represents and warrants that (a)<br>it has not previously assumed any obligations inconsistent with those in this Agreement; (b) the execution of this Agreement, the employment<br>of the Executive and the provision of the compensation, benefits or awards referenced hereunder shall not violate any other contract<br>or obligation between the Company and any other third party.
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[SIGNATURES ON FOLLOWING PAGE]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth below to be effective as of the date first written above.

NEW ERA ENERGY & DIGITAL, INC.
By:	/s/ E. Will Gray II
Name:	E. Will Gray II
Title:	Chief Executive Officer
Dated:	1/29/2026
CHARLES NELSON
/s/ Charles Nelson
Date: 1/23/2026

EXHIBIT A

CARVE-OUTS

1.	Executive will continue to have a passive ownership interest<br>in Firefly Data and Power LLC, FF Ellis Land LLC, and Virideas LLC.
2.	Executive may continue to serve as a member of the Advisory<br>Board for each of:
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a.	Last Energy; and
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b.	Group 1
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3.	Passive investment in any private equity, hedge fund or similar<br>investment fund (but excluding any special purpose vehicle or similar arrangements meant to hold one business or series of related businesses)<br>is permitted by Executive so long as such investment is less than 5% of the outstanding equity securities of such private equity, hedge<br>fund or similar investment fund and Executive does not possess, directly or indirectly, control or exert influence over the investment<br>decisions of such private equity, hedge fund or similar investment fund or the management of such fund and is merely a passive participant<br>of such fund and its investments.
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EXHIBIT B

RELEASE

General Release Agreement

This General Release Agreement (this “Agreement”) constitutes the Release referred to in that certain Employment Agreement (the “EmploymentAgreement”) effective as of January 28, 2026, by and among New Era Energy & Digital, Inc., a Nevada corporation (the “Company”), and Charles Nelson (“Employee”).

(a) Capitalized words used but not defined in this Agreement shall have the same meaning as such terms are assigned by the Employment Agreement. In exchange for the post-employment benefits set forth in Section 5 of the Employment Agreement (the “Separation Payments”), to be provided to Employee by the Company in accordance with the Employment Agreement, the Employee releases, waives, acquits, and forever discharges to the maximum extent permitted by law any and all rights, claims, and demands of whatever kind or character, whether presently known to me or unknown, and whether vicarious, derivative, or direct or indirect, that he may have or assert against: (i) the Company; (ii) any parent, subsidiary, or affiliate of the Company; (iii) any past or present officer, director, or employee of the entities just referred to in (i)-(ii), in their individual and official capacities; and (iv) any past or present predecessors, parents, subsidiaries, affiliates, owners, shareholders, members, managers, benefit plans, operating units, divisions, agents, representatives, officers, directors, partners, employees, fiduciaries, insurers, attorneys, successors, and assigns of the entities just named in (i)-(iii) (the “ReleasedParties”). This release includes without limitation any claims arising under federal, state, or local laws prohibiting employment discrimination, including without limitation the Age Discrimination in Employment Act (“ADEA”); any claims growing out of any legal restrictions, contractual or otherwise, on the Company’s right to terminate the employment of its employees; any claims arising out of Employee’s employment with the Company or the termination of that employment; any claims relating to or arising out of any agreement or contract between Employee and any of the Released Parties; and any claims arising out of or based on any other act, conduct, or omission of any of the Released Parties (collectively, the rights, claims, and demands referenced above are referred to as the “Released Claims”). This release does not prevent Employee from filing any administrative claims for unemployment compensation or workers’ compensation benefits. This Agreement is not intended to indicate that any Released Claims exist or that, if they do exist, they are meritorious. Rather, Employee is simply agreeing that, in exchange for the Separation Payments, any and all potential claims of this nature that Employee may have against the Released Parties, regardless of whether they actually exist, are expressly settled, compromised, and waived.

In no event shall the Released Claims include (a) any claim which arises after the date this Agreement is signed by Employee, (b) any claim to vested benefits or compensation under an employee benefit plan or equity compensation plan (in accordance with the terms of such plans), or (c) any claim to receive the Separation Payments.

By signing this Agreement, Employee is bound by it. Anyone who succeeds to Employee’s rights and responsibilities, such as heirs or the executor of Employee’s estate, is also bound by this Agreement. The release set forth in this Agreement also applies to any claims brought by any person or agency or class action under which Employee may have a right or benefit.

Notwithstanding the release in this Agreement, nothing in this Agreement prevents Employee from (i) contacting, filing a charge or complaint with, providing information to, or cooperating with an investigation conducted by, any governmental agency, (ii) making disclosures or giving truthful testimony as required by law or valid legal process (such as by a subpoena), or (iii) engaging in other legally-protected activities. Employee acknowledges and agrees, however, that he forever waives any right to recover, and he will not request or accept, anything of monetary value from any of the Released Parties arising out of or connected in any way with his employment or the ending of his employment with the Company, the employment practices of the Company, or with any other act, conduct, or omission of any of the Released Parties, other than the Separation Payments, whether sought directly by him or by any governmental agency, individuals, or group of individuals on his behalf.

THIS RELEASEINCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY,OF ANY OF THE RELEASED PARTIES.

(b) Employee agrees not to bring or join any lawsuit, arbitration, or other proceeding against any of the Released Parties in any court relating to any of the Released Claims. Employee represents that Employee has not brought or joined any lawsuit or filed any charge or claim against any of the Released Parties in any court or before any government agency and has made no assignment of any rights Employee has asserted or may have against any of the Released Parties to any person (including any entity), in each case, with respect to any Released Claims.

(c) Employee further agrees to keep confidential and not to disclose to anyone the terms of this Agreement, except as permitted below or by law and except that he may disclose the terms to his family, attorney, or tax or financial advisor, if any, provided such persons have agreed to keep such information confidential.

(d) Employee’s covenants in Section 6 of the Employment Agreement (and those provisions necessary to enforce and interpret them) remain in full force and effect, and Employee promises to abide by such covenants. Notwithstanding the foregoing, nothing in this Agreement or the Employment Agreement shall prohibit or restrict Employee from lawfully (a) initiating communications directly with, cooperating with, providing information to, causing information to be provided to, or otherwise assisting in an investigation by, any governmental agency regarding a possible violation of any law; (b) responding to any inquiry or legal process directed to the Employee from any governmental agency; (c) testifying, participating or otherwise assisting in an action or proceeding by any governmental agency relating to a possible violation of law or (d) making any other disclosures that are protected under the whistleblower provisions of any applicable law. Further, nothing herein or in the Employment Agreement shall prevent Employee from, nor shall Employee be criminally or civilly liable under any federal or state trade secret law for, making a disclosure of trade secrets or other confidential information that is: (a) made (i) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, and (ii) solely for the purpose of reporting or investigating a suspected violation of applicable law; (b) made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; or (c) protected under the whistleblower provisions of applicable law.

(e) By executing and delivering this Agreement, Employee acknowledges that: (i) Employee has carefully read this Agreement; (ii) Employee has had at least twenty (21) days to consider this Agreement before the execution and delivery hereof to the Company; (iii) Employee has been and hereby is advised in writing that Employee may, at Employee’s option, discuss this Agreement with an attorney of Employee’s choice and that Employee has had adequate opportunity to do so; (iv) Employee fully understands the final and binding effect of this Agreement and agrees that the only promises made to Employee to sign this Agreement are those stated in the Employment Agreement and herein; (v) Employee is signing this Agreement voluntarily and of Employee’s own free will and Employee understands and agrees to each of the terms of this Agreement; and (vi) Employee has been paid all wages and other compensation to which Employee is entitled pursuant to his employment with the Company (other than any Separation Payments due after Employee’s termination of employment) and received all leaves (paid and unpaid) to which Employee was entitled during such employment.

Employee further acknowledges and agrees that (1) he has been given a reasonable period to read and consider this Agreement before signing it; (2) this Agreement and the Employment Agreement contain the entire understandings and agreements between the Company and him regarding their subject matters and supersede all prior agreements and understandings between them; (3) he has read this Agreement and fully understands the effect of his signing this Agreement; (4) in signing this Agreement, he is not relying on any written or oral statement or promise from the Company other than in this Agreement and the Employment Agreement; (5) this Agreement shall be governed by Nevada law and exclusive venue for any claim between the parties or their affiliates arising out of or related this Agreement is in any state or federal court of competent jurisdiction in the State of Texas; and (6) nothing in this Agreement constitutes any sort of admission of liability.

Notwithstanding the initial effectiveness of this Agreement, Employee may revoke the delivery (and therefore the effectiveness) of this Agreement within the seven (7) day period beginning on the date Employee delivers this Agreement to the Company (such seven-day period being referred to herein as the “Release Revocation Period”). To be effective, such revocation must be in writing signed by Employee and must be delivered to the Company’s Board on or before 11:59 p.m., C.S.T., on the last day of the Release Revocation Period. If an effective revocation is delivered in the foregoing manner and timeframe, this Agreement shall be of no force or effect and shall be null and void ab initio. No Separation Payments shall be paid if this Agreement is revoked by Employee in the foregoing manner.

IN WITNESS WHEREOF, the Employee has executed this Agreement as of the date written below.

CHARLES NELSON
Dated:

EXHIBIT C

ACKNOWLEDGEMENT OF NOTICE OF RESTRICTIVE COVENANTS

You are hereby notified by New Era Energy & Digital, Inc. (the “Company”) that you must agree to the terms set forth in the attached Employment Agreement (the “Employment Agreement”) as a condition of your employment with the Company.

NOTICE: In Section 6 and in certain defined terms in Section 7 of the Employment Agreement, there are restrictive covenants, in the form of reasonable confidentiality provisions and a covenant not to solicit, not to compete, and not to disparage, that could restrict your options for subsequent employment following your separation from the Company. Please read them carefully.

Printed Name of Employee: Charles Nelson

I, the above-named Employee, acknowledge receipt of this notice and of the Employment Agreement (including Section 6 and Section 7 thereof). Through this document, that is separate from any other covenants between me and the Company, I acknowledge that I have been informed in clear and conspicuous terms of the existence of the restrictive covenants in the Employment Agreement.

I further acknowledge I have been provided this notice and the Employment Agreement at least (14) days before I executed the Employment Agreement and before its effectiveness (despite its retroactive effective date). I acknowledge that this notice is provided in the language in which I communicate with the Company or intend to communicate with the Company about my performance. I understand that I may request an additional copy of Section 6 and Section 7 of the Employment Agreement containing the restrictive covenants once each calendar year if so desired.

Signature:

/s/ Charles Nelson	Date:	1/23/2026
Charles Nelson

Exhibit 10.3

Execution Version

New Era Energy & Digital, Inc.Performance Award Agreement

You have been selected to receive a Performance Award as specified below:

Participant: Charles Nelson

Date of Grant: January 28, 2026

Number of Performance Shares Granted: 3,664,036

PerformancePeriod: The five-year period beginning on January 1, 2026, during which the Management Objectives (each as defined on Exhibit A) for each Performance Tranche (as defined on Exhibit A) must be achieved (the “Performance Period”).

Formula forDetermining Shares Earned: Except as otherwise provided in Section 4 or Section 5 of this Agreement, the number of Shares subject to this Performance Award (hereinafter, the “Performance Shares”) that become vested, if any, will be determined based on achievement of the Management Objectives (as defined on Exhibit A). Except as otherwise provided in Section 4 or Section 5 of this Agreement, before the Performance Shares for a Performance Tranche are treated as earned and vested by the Participant as of the date on which the Committee certifies that the applicable Management Objectives have been achieved, which the Committee shall do as soon as practicable following achievement of the applicable Management Objectives.

THIS PERFORMANCE AWARD AGREEMENT (this “Agreement”), effective as of the Date of Grant, evidences the grant of Performance Shares by New Era Energy & Digital, Inc. (formerly known as New Era Helium Corp.), a Nevada corporation (the “Company”), to the Participant named above (the “Participant”).

The Performance Shares granted pursuant to this Agreement are granted as an inducement material to the Participant’s acceptance of employment with the Company in accordance with Nasdaq Listing Rule 5635(c)(4). This Award is not granted under the New Era Helium Corp. 2024 Equity Incentive Plan (as amended from time to time, the “Plan”); however, for purposes of interpreting this Agreement, all capitalized terms not otherwise defined herein shall have the meanings set forth in the Plan, and the provisions of the Plan (other than Sections 3.1, 3.2 and 3.3 therein) shall apply to this Agreement as if incorporated herein, except to the extent inconsistent with this Agreement.

This Agreement, Exhibit A and the Plan collectively provide a complete description of the terms and conditions governing the Performance Shares granted hereunder. If there is any inconsistency between the terms of this Agreement, on the one hand, and the terms of the Plan, on the other hand, this Agreement’s terms shall control. This grant of Performance Shares shall not confer any right to the Participant (or any other Participant) to be granted Performance Shares or other awards in the future under the Plan.

1.	Grant of Performance Shares.

The Performance Shares covered by this Agreement are granted to the Participant effective on the Date of Grant and are subject to, and granted upon, the terms, conditions and restrictions set forth in this Agreement, Exhibit A hereto and the Plan. The Performance Shares granted hereunder shall vest in accordance with the achievement of the Management Objectives set forth on Exhibit A (except as otherwise provided herein).

2.	Issuance of the Shares.

(a) Each Performance Share granted hereunder that vests shall entitle the Participant to receive one (1) Share, subject to adjustment in accordance with Section 15 of the Plan.

(b) The Company shall issue or deliver Shares to the Participant (or, in the event the issuance or delivery of Shares occurs after the Participant’s death, to the person or persons that have been named as the Participant’s beneficiary as contemplated by Section 7 of this Agreement or to the person or persons that have acquired rights to such Performance Shares by will or the laws of descent and distribution) to settle vested Performance Shares granted hereunder on or as promptly as practicable following the date such Performance Shares become vested in accordance with the terms of this Agreement, but in no event later than the end of the calendar year during which the Committee certifies achievement of the applicable Management Objectives or, if later, the date that is two and a half months following the date on which the Committee certifies achievement of the applicable Management Objectives.

(c) Except to the extent determined by the Committee and permitted by the Plan and applicable law, the Company may not issue or deliver Shares to the Participant in respect of the Performance Shares granted hereunder at a time earlier than otherwise expressly provided in this Agreement.

(d) The Company’s obligations to the Participant with respect to this Agreement and the Performance Shares granted and vested hereunder shall be satisfied in full upon the issuance or delivery of Shares in respect of such Performance Shares.

3.	No Rights as Stockholder.

(a) The Participant shall have no rights of ownership in the Performance Shares granted hereunder and shall have no voting or other ownership rights in respect of the Shares underlying the Performance Shares granted hereunder until the date on which such Shares underlying the Performance Shares, if any, are issued or delivered to the Participant pursuant to Section 2 of this Agreement.

(b) The obligations of the Company under this Agreement are unfunded and unsecured, and the rights of the Participant hereunder will be no greater than those of an unsecured general creditor. No assets of the Company will be held or set aside as security for the obligations of the Company under this Agreement.

4.	Cessation of Employment.

(a) ByDeath or Disability; Termination Other Than For Cause; Termination For Good Reason. In the event the Participant ceases to be an Employee prior to the date the Performance Shares are fully vested by reason of: (i) death, (ii) Disability, (iii) the Company (or any affiliate thereof) terminating the Participant’s employment for any reason other than for Cause (as defined in Section 10 of this Agreement), or (iv) the Participant terminating his or her employment for Good Reason (as defined in Section 10 of this Agreement), the number of Performance Shares granted hereunder that will vest will be determined in the following manner: (A) the Time Condition (as defined on Exhibit A) shall be deemed satisfied in full, and (B) one additional Performance Tranche for which the applicable Objective Condition(s) had not yet been achieved as of the date the Participant ceases to be an Employee, if any, will be deemed vested in full. Any Performance Shares with respect to a Performance Tranche which is not vested in accordance with this Section 4(a) will be forfeited in full on the date the Participant ceases to be an Employee. The Company shall issue or deliver the Shares with respect to vested Performance Shares in accordance with Section 2(b) of this Agreement.

(b) ForOther Reasons. In the event the Participant ceases to be an Employee for any reason other than a reason set forth in Section 4(a) of this Agreement prior to the date the Performance Shares are fully vested, all unvested Performance Shares granted hereunder will be forfeited in full on the date the Participant ceases to be an Employee.

5. Changein Control. In the event of a Change in Control prior to the date the Performance Shares are fully vested while the Participant continues to be an Employee, all Performance Shares shall fully vest and the Company shall issue and deliver the Shares underlying such Performance Shares to the Participant in accordance with Section 2(b) of this Agreement.

6. Restrictionson Transfer. Neither the Performance Shares granted hereunder nor any right or interest under this Agreement (including, without limitation, any interest in the Shares underlying such Performance Shares) shall be transferable prior to payment in accordance with Section 2 of this Agreement other than as contemplated by Section 7 of this Agreement or by will or the laws of descent and distribution. If Performance Shares granted hereunder or any right or interest under this Agreement (including, without limitation, any interest in the Shares underlying Performance Shares) are sold, transferred, pledged, assigned or otherwise alienated or hypothecated, whether voluntarily or involuntarily, other than in accordance with this Agreement or the Plan, or if any attachment, execution, garnishment or lien shall be issued against or placed upon Performance Shares granted hereunder or any right or interest under this Agreement (including, without limitation, any interest in the Shares underlying Performance Shares), all Performance Shares shall be immediately forfeited by the Participant and all obligations of the Company under this Agreement shall terminate.

7. BeneficiaryDesignation. The Participant may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under this Agreement is to be paid in case of the Participant’s death before the Participant receives all of such benefit. Each such designation shall revoke all prior designations by the Participant, shall be in a form prescribed by the Company and shall be effective only when filed by the Participant in writing with the Company during the Participant’s lifetime. In the absence of any such designation, benefits remaining unpaid at the Participant’s death shall be paid in accordance with the Participant’s will or the laws of descent and distribution.

8. Continuationof Employment. This Agreement shall not confer upon the Participant any right with respect to continuance of employment with the Company (or any affiliate thereof), nor shall this Agreement interfere in any way with any right that the Company (or any affiliate thereof) would otherwise have to terminate the Participant’s employment or other service at any time.

9.	Miscellaneous.

(a) This Agreement and the rights of the Participant hereunder are subject to all the terms and conditions of the Plan, as the same may be amended from time to time, as well as to such rules and regulations as the Committee may adopt for administration of the Plan. It is expressly understood that the Committee is authorized to administer, construe and make all reasonable determinations necessary or appropriate to the administration of the Plan and this Agreement, all of which shall be binding upon the Participant.

(b) In accordance with Section 20 of the Plan, the Board may terminate, amend or modify the Plan.

(c) The Participant shall be obligated to pay to the Company or make arrangements satisfactory to the Committee for payment of any federal, state and local taxes (including the Participant’s FICA obligation), whether domestic or foreign, required by law to be withheld on account of any event under this Agreement. The Company shall have the power and the right to deduct or withhold from the Participant’s compensation an amount sufficient to satisfy federal, state and local taxes (including the Participant’s FICA obligation), whether domestic or foreign, required by law to be withheld with respect to any event under this Agreement. Notwithstanding the above, unless otherwise determined by the Committee, the Company will, withhold Shares otherwise to be issued or delivered to settle vested Performance Shares having an aggregate fair market value on the date the tax is to be determined equal to the amount required to be withheld. Such withholding shall be subject to any procedural rules adopted by the Committee with respect thereto.

(d) The Participant shall be obligated to take all steps necessary to comply with all applicable provisions with respect to transfers of the Company’s securities imposed by the Company’s certificate of incorporation, bylaws and insider trading policies and federal and state securities laws, each as in effect from time to time, in exercising his or her rights under this Agreement.

(e) All obligations of the Company under the Plan and this Agreement shall be binding on any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company.

(f) This Agreement shall be governed by and construed in accordance with the internal substantive laws of the State of Nevada.

(g) Notice hereunder shall be given to the Company at its principal place of business or such other address as the Company may subsequently furnish to the Participant in writing and shall be given to the Participant at the address of such Participant that is specified in the Company’s records.

(h) The Participant is deemed to be bound by the terms and conditions governing the Performance Shares granted hereunder as the same are set forth in this Agreement and the Plan, regardless of whether the Participant acknowledges acceptance of such grant by electronic communication or other written communication.

(i) This Agreement and the Plan are intended to be exempt from or comply with Section 409A of the Code, and all provisions of this Agreement and the Plan shall be administered, construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A of the Code. To the extent that the Performance Shares, or the issuance or delivery of the Shares underlying the Performance Shares are subject to Section 409A of the Code, the Performance Shares shall be awarded and any Shares in respect thereof shall be issued or delivered in a manner that will comply with Section 409A of the Code, including proposed, temporary or final regulations or any other guidance issued by the Secretary of the Treasury and the Internal Revenue Service with respect thereto. Notwithstanding any provision of this Agreement to the contrary, in light of the uncertainty with respect to the proper application of Section 409A of the Code, the Company reserves the right to make amendments to this Agreement as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A of the Code. In any case, the Participant shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed in connection with this Agreement (including any taxes and penalties under Section 409A of the Code), and neither the Company nor any affiliate of the Company shall have any obligation to indemnify or otherwise hold the Participant harmless from any or all of such taxes or penalties. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A of the Code. Notwithstanding any other provision to the contrary, to the extent that any payment described in this Agreement constitutes a “deferral of compensation” subject to Section 409A of the Code (after taking into account to the maximum extent possible any applicable exemptions) treated as payable upon a “separation from service” (as defined in Section 409A of the Code), then, if on the date of the Participant’s separation from service, the Participant is a “specified employee” (as defined in Section 409A of the Code and using the identification methodology selected by the Company from time to time), to the extent required for the Participant not to incur additional taxes pursuant to Section 409A of the Code, then such payment will be made to the Participant on the earlier of (i) the first business day following the six-month anniversary of the Participant’s separation from service or (ii) the Participant’s death. Notwithstanding any other provision to the contrary, a termination or cessation of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of “deferred compensation” upon or following a termination or cessation of employment unless such termination is also a “separation from service” from the Company, and, for purposes of any such provision of this Agreement, references to “employment termination,” “termination of employment,” “employment cessation,” “cessation of employment” or like terms shall mean “separation from service.”

(j) Notwithstanding anything to the contrary in this Agreement (or in any other agreement, contract or arrangement with the Company or any Parent or Subsidiary or affiliate of the Company, or in any policy, procedure or practice of the Company or any Parent or Subsidiary or affiliate (collectively, the “Arrangements”)): (i) nothing in the Arrangements or otherwise limits Participant’s right to any monetary award offered by a government-administered whistleblower award program for providing information directly to a government agency (including the Securities and Exchange Commission pursuant to Section 21F of the Exchange Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act or The Sarbanes-Oxley Act of 2002), and (ii) nothing in the Arrangements or otherwise prevents the Participant from providing, without prior notice to the Company, information to governmental authorities regarding possible legal violations or otherwise testifying or participating in any investigation or proceeding by any governmental authorities regarding possible legal violations, and for purposes of clarity, the Participant is not prohibited from providing information voluntarily to the Securities and Exchange Commission pursuant to Section 21F of the Exchange Act.

(k) Notwithstanding anything in this Agreement or anything in any other agreement between the Company (or any of its affiliates) and the Participant to the contrary, the Participant acknowledges and agrees that the terms and conditions set forth in the New Era Helium Inc. Policy for Recovery of Erroneously Awarded Compensation (the “Clawback Policy”) are incorporated in this Agreement by reference. To the extent the Clawback Policy is applicable to the Participant, it creates additional rights for the Company with respect to this award of Performance Shares, Shares received upon the settlement of the Performance Shares, and other applicable incentive-based compensation, including, without limitation, annual cash incentive compensation awards granted to the Participant by the Company. Notwithstanding any provisions in this Agreement or any provisions in any other agreement between the Company (or any of its affiliates) and the Participant to the contrary, any award of Performance Shares granted, Shares received upon the settlement of Performance Shares, and such other applicable incentive-based compensation, including, without limitation, annual cash incentive compensation, will be subject to potential mandatory cancellation, forfeiture and/or repayment by the Participant to the Company to the extent the Participant is, or in the future becomes, subject to (i) the Clawback Policy and any other policies that are adopted by the Company in order to comply with the requirements of any applicable laws, rules, regulations, or stock exchange listing standards, or (ii) any applicable laws that impose mandatory clawback or recoupment requirements under the circumstances set forth in such laws, including as required by the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act, or other applicable laws, rules, regulations or stock exchange listing standards, as may be in effect from time to time, and which may operate to create additional rights for the Company with respect to awards and the recovery of amounts relating thereto. By accepting the award of Performance Shares pursuant to this Agreement, the Participant consents to be bound by the terms of the Clawback Policy, if applicable, and agrees and acknowledges that the Participant is obligated to cooperate with, and provide any and all assistance necessary to, the Company in its efforts to recover or recoup the Performance Shares and Shares received upon the settlement of the Performance Shares, any gains or earnings related to the Performance Shares or Shares received upon the settlement of the Performance Shares, or any other applicable compensation, including, without limitation, annual cash incentive compensation, that is subject to clawback or recoupment pursuant to such laws, rules, regulations, stock exchange listing standards or Company policy. Such cooperation and assistance shall include, but is not limited to, executing, completing and submitting any documentation necessary to facilitate the recovery or recoupment by the Company from the Participant of any such amounts, including from the Participant’s accounts or from any other compensation, to the extent permissible under Section 409A.

(l) If any provision of this Agreement is or becomes invalid, illegal or unenforceable in any jurisdiction, or would disqualify the Plan or this Agreement under any applicable law, such provision will be construed or deemed amended or limited in scope to conform to applicable laws or, in the discretion of the Committee, it will be stricken and the remainder of this Agreement will remain in full force and effect.

10.	Definitions.

(a) “Cause” shall mean any of the following: (i) the indictment or conviction of the Participant or plea of nolo contendere by the Participant for a felony, fraud or other crime of moral turpitude; (ii) gross negligence or gross misconduct by the Participant, which is not cured within fourteen (14) days after written notice thereof to the Participant; (iii) the Participant’s failure to follow the directions of the Board which is not cured within fourteen (14) days after written notice thereof to the Participant; (iv) the Participant’s violation of any restrictive covenant agreement (including, without limitation, any noncompete, nonsolicit, nondisparagement and confidentiality agreement) entered with the Company or any of its affiliates, which is not cured (if curable) within fourteen (14) days after written notice thereof to the Participant; (v) any conduct by or at the direction of the Participant that would reasonably be expected to result in material injury or reputational harm to the Company (or any of its affiliates), which is not cured within fourteen (14) days after written notice thereof to the Participant; (vi) the Participant’s breach of a material employment policy of the Company (or any of its affiliates), which is not cured within fourteen (14) days after written notice thereof to the Participant; (vii) the Participant’s breach of the Company’s Code of Conduct and Ethics or the New Era Helium Inc. Policy for Recovery of Erroneously Awarded Compensation, which is not cured within fourteen (14) days after written notice thereof to the Participant or (viii) any other breach by the Participant of any agreement with the Company (or any of its affiliates) that is material and that is not cured within fourteen (14) days after written notice thereof to the Participant.

(b) “GoodReason” shall mean the Participant’s termination of his employment with the Company or any affiliate as result of any of the following without the Participant’s consent: (i) a decrease in the Participant’s base salary; (ii) any action or inaction that results in a material breach of any agreement between the Company and the Participant by the Company; (iii) any material diminution in the Participant’s position, duties, authority, or responsibilities; or (iv) a requirement that the Participant work full-time from an office that is more than fifty (50) miles from Boulder, Colorado. Notwithstanding the foregoing, no termination of employment by the Participant shall constitute a termination for “Good Reason” unless (A) the Participant gives the Company notice of the existence of an event described above within sixty (60) days following the initial occurrence thereof; (B) the Company does not remedy such event within thirty (30) days of receiving the notice described in the preceding clause (A); and (C) the Participant terminates employment within ninety (90) days of the end of the cure period specified in clause (B) above.

IN WITNESS WHEREOF, this Performance Award Agreement has been executed as of the date first written above.

COMPANY:
New Era Energy & Digital, Inc., a Nevada corporation
By:	/s/ E. Will Gray II
Name:	E. Will Gray II
Title:	Chief Executive Officer
PARTICIPANT:
/s/ Charles Nelson
CHARLES NELSON

Exhibit A

Management Objectives

Except as otherwise provided in Section 4 and Section 5 of this Agreement, the Performance Shares granted pursuant to this Agreement shall vest in accordance with the achievement of the below performance-based and time-based service conditions.

The Performance Shares shall be divided into three tranches as set forth in the table below (each a “Performance Tranche,” and collectively, the “PerformanceTranches”).

The vesting of each Performance Tranche is subject to (i) the time-based vesting conditions described below (the “Time Condition”) and (ii) one or more performance-based vesting conditions as described in the table below (the “Objective Conditions,” and collectively with the Time Condition, the “Management Objectives”), with each respective Performance Tranche vesting in the percentage of Performance Shares set forth in the table below once the Management Objectives applicable to such Performance Tranche have been certified by the Committee as met.

Time Condition

The Performance Shares shall be deemed to have satisfied the Time Condition in equal installments on the first business day of each calendar month over a four-year period beginning January 1, 2026, subject to the Participant’s continued employment with the Company (or any affiliate thereof) through each applicable vesting date except as otherwise set forth in this Agreement.

Objective Conditions

Each Performance Tranche shall be deemed to have satisfied the Objective Conditions based on the Committee’s certification of achievement and completion of the applicable Objective Conditions as set forth in the table below during the Performance Period:

Performance Tranche	Objective Conditions
Tranche 1—25% of Performance Shares	The Company (or any affiliate thereof) enters into a binding commercial agreement with a hyperscaler at a campus producing at least 200 megawatts (“MW”).
Tranche 2—25% of Performance Shares	The Company (or any affiliate thereof) has achieved a final financial closing at a data center campus producing at least 200 MW.
Tranche 3—50% of Performance Shares	The Company (or any affiliate thereof)<br> successfully commences operations of at least one data center campus producing at least 200 MW that is fully leased and has a target asset<br> level revenue of at least $100 million annually.<br><br> <br><br><br> <br>AND<br><br> <br><br><br> <br>The volume-weighted average closing<br> price of the Shares over any 90 day period during the Performance Period is at least $15.00 (“TSR Condition”). For<br> the avoidance of doubt, if the volume-weighted average closing price of the Shares reaches the applicable target during the Performance<br> Period but later drops below the applicable target, the TSR Condition will remain achieved.

Exhibit 10.4

Execution Version

New Era Energy & Digital, Inc.

Restricted Stock Unit Award Agreement

You have been selected to receive a grant of Restricted Stock Units as specified below:

Participant: Charles Nelson

Date of Grant: January 28, 2026

Number of Restricted Stock Units Granted: 1,221,345

**Vesting Schedule:**The Restricted Stock Units granted shall vest in equal installments on the first business day of each calendar month following the Date of Grant over a period of four (4) years, subject to the Participant’s continued employment with the Company (or any affiliate thereof) through each applicable vesting date, except as otherwise set forth herein.

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), effective as of the Date of Grant, evidences the grant of Restricted Stock Units (“RSUs”) by New Era Energy & Digital, Inc. (formerly known as New Era Helium Corp.), a Nevada corporation (the “Company”), to the Participant named above (the “Participant”).

The RSUs granted pursuant to this Agreement are granted as an inducement material to the Participant’s acceptance of employment with the Company in accordance with Nasdaq Listing Rule 5635(c)(4). This Award is not granted under the New Era Helium Corp. 2024 Equity Incentive Plan (the “Plan”); however, for purposes of interpreting this Agreement, all capitalized terms not otherwise defined herein shall have the meanings set forth in the Plan, and the provisions of the Plan (other than Sections 3.1, 3.2 and 3.3 therein) shall apply to this Agreement as if incorporated herein, except to the extent inconsistent with this Agreement.

This Agreement and the Plan collectively provide a complete description of the terms and conditions governing the RSUs granted hereunder. If there is any inconsistency between the terms of this Agreement, on the one hand, and the terms of the Plan, on the other hand, this Agreement’s terms shall control. This grant of RSUs shall not confer any right to the Participant (or any other Participant) to be granted RSUs or other awards in the future under the Plan.

1. Grantof RSUs. The RSUs covered by this Agreement are granted to the Participant effective on the Date of Grant and are subject to, and granted upon, the terms, conditions and restrictions set forth in this Agreement and in the Plan. The RSUs granted hereunder shall vest in accordance with the “Vesting Schedule” set forth above (except as otherwise provided herein).

2. Issuanceof the Shares.

(a) Each RSU granted hereunder that vests shall entitle the Participant to receive one (1) Share, subject to adjustment in accordance with Section 15 of the Plan.

(b) The Company shall issue or deliver Shares to the Participant (or, in the event the issuance or delivery of Shares occurs after the Participant’s death, to the person or persons that have been named as the Participant’s beneficiary as contemplated by Section 7 of this Agreement or to the person or persons that have acquired rights to such RSUs by will or the laws of descent and distribution) to settle vested RSUs granted hereunder on or as promptly as practicable following the date such RSUs become vested in accordance with the terms of this Agreement, but in no event later than March 15 of the calendar year following the calendar year in which the RSUs become vested.

(c) Except to the extent determined by the Committee and permitted by the Plan and applicable law, the Company may not issue or deliver Shares to the Participant in respect of the RSUs granted hereunder at a time earlier than otherwise expressly provided in this Agreement.

(d) The Company’s obligations to the Participant with respect to this Agreement and the RSUs granted and vested hereunder shall be satisfied in full upon the issuance or delivery of Shares in respect of such RSUs.

3. No Rights as Stockholder.

(a) The Participant shall have no rights of ownership in the RSUs granted hereunder and shall have no voting or other ownership rights in respect of the Shares underlying the RSUs granted hereunder until the date on which such Shares underlying the RSUs, if any, are issued or delivered to the Participant pursuant to Section 2 of this Agreement.

4. Cessation of Employment.

(a) By Death. In the event the Participant ceases to be an Employee by reason of death prior to the final vesting date in accordance with the Vesting Schedule set forth above, all RSUs granted hereunder shall become 100% vested on the date of death, and the Company shall issue or deliver the Shares underlying such RSUs to the Participant or other appropriate person in accordance with Section 2(b) of this Agreement.

(b) By Disability. In the event the Participant ceases to be an Employee due to Disability prior to the final vesting date in accordance with the Vesting Schedule set forth above, all RSUs granted hereunder and held by the Participant at the time of the termination due to Disability shall become 100% vested, and the Company shall issue or deliver the Shares underlying such RSUs to the Participant in accordance with Section 2(b) of this Agreement.

(c) Involuntary TerminationOther Than For Cause; Termination For Good Reason. In the event the Participant ceases to be an Employee prior to the final vesting date in accordance with the Vesting Schedule set forth above because either (i) the Company (or any affiliate thereof) terminates such employment for any reason other than for Cause (as defined in Section 10 of this Agreement) or (ii) the Participant terminates his or her employment for Good Reason (as defined in Section 10 of this Agreement), all RSUs granted hereunder and held by the Participant at the time of such employment termination shall become 100% vested, and the Company shall issue or deliver the Shares underlying such RSUs in accordance with Section 2(b) of this Agreement.

(d) For Other Reasons. In the event the Participant ceases to be an Employee for any reason other than a reason set forth in Section 4(a), 4(b) or 4(c) of this Agreement prior to the final vesting date in accordance with the Vesting Schedule set forth above, all unvested RSUs granted hereunder and held by the Participant at the time of employment cessation shall be forfeited by the Participant.

5. Changein Control. In the event of a Change in Control prior to the final vesting date in accordance with the Vesting Schedule set forth above while the Participant continues to be an Employee, all RSUs granted hereunder and held by the Participant at the time of such Change in Control shall become 100% vested, and the Company shall issue and deliver the Shares underlying such RSUs to the Participant in accordance with Section 2(b) of this Agreement.

6. Restrictionson Transfer. Neither the RSUs granted hereunder nor any right or interest under this Agreement (including, without limitation, any interest in the Shares underlying such RSUs) shall be transferable prior to payment in accordance with Section 2 of this Agreement other than as contemplated by Section 7 of this Agreement or by will or the laws of descent and distribution. If RSUs granted hereunder or any right or interest under this Agreement (including, without limitation, any interest in the Shares underlying RSUs) are sold, transferred, pledged, assigned or otherwise alienated or hypothecated, whether voluntarily or involuntarily, other than in accordance with this Agreement or the Plan, or if any attachment, execution, garnishment or lien shall be issued against or placed upon RSUs granted hereunder or any right or interest under this Agreement (including, without limitation, any interest in the Shares underlying RSUs), all RSUs shall be immediately forfeited by the Participant and all obligations of the Company under this Agreement shall terminate.

9. Miscellaneous.

(b) In accordance with Section 20 of the Plan, the Board may terminate, amend or modify the Plan.

(c) The Participant shall be obligated to pay to the Company or make arrangements satisfactory to the Committee for payment of any federal, state and local taxes (including the Participant’s FICA obligation), whether domestic or foreign, required by law to be withheld on account of any event under this Agreement. The Company shall have the power and the right to deduct or withhold from the Participant’s compensation an amount sufficient to satisfy federal, state and local taxes (including the Participant’s FICA obligation), whether domestic or foreign, required by law to be withheld with respect to any event under this Agreement. Notwithstanding the above, unless otherwise determined by the Committee, the Company will withhold Shares otherwise to be issued or delivered to settle vested RSUs having an aggregate fair market value on the date the tax is to be determined equal to the amount required to be withheld. Such withholding shall be subject to any procedural rules adopted by the Committee with respect thereto.

(f) This Agreement shall be governed by and construed in accordance with the internal substantive laws of the State of Nevada.

(h) The Participant is deemed to be bound by the terms and conditions governing the RSUs granted hereunder as the same are set forth in this Agreement and the Plan, regardless of whether the Participant acknowledges acceptance of such grant by electronic communication or other written communication.

(i) This Agreement and the Plan are intended to be exempt from or comply with Section 409A of the Code, and all provisions of this Agreement and the Plan shall be administered, construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A of the Code. To the extent that the RSUs, or the issuance or delivery of the Shares underlying the RSUs are subject to Section 409A of the Code, the RSUs shall be awarded and any Shares in respect thereof shall be issued or delivered in a manner that will comply with Section 409A of the Code, including proposed, temporary or final regulations or any other guidance issued by the Secretary of the Treasury and the Internal Revenue Service with respect thereto. Notwithstanding any provision of this Agreement to the contrary, in light of the uncertainty with respect to the proper application of Section 409A of the Code, the Company reserves the right to make amendments to this Agreement as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A of the Code. In any case, the Participant shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed in connection with this Agreement (including any taxes and penalties under Section 409A of the Code), and neither the Company nor any affiliate thereof shall have any obligation to indemnify or otherwise hold the Participant harmless from any or all of such taxes or penalties. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A of the Code. Notwithstanding any other provision to the contrary, to the extent that any payment described in this Agreement constitutes a “deferral of compensation” subject to Section 409A of the Code (after taking into account to the maximum extent possible any applicable exemptions) treated as payable upon a “separation from service” (as defined in Section 409A of the Code), then, if on the date of the Participant’s separation from service, the Participant is a “specified employee” (as defined in Section 409A of the Code and using the identification methodology selected by the Company from time to time), to the extent required for the Participant not to incur additional taxes pursuant to Section 409A of the Code, then such payment will be made to the Participant on the earlier of (i) the first business day following the six-month anniversary of the Participant’s separation from service or (ii) the Participant’s death. Notwithstanding any other provision to the contrary, a termination or cessation of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of “deferred compensation” upon or following a termination or cessation of employment unless such termination is also a “separation from service” from the Company, and, for purposes of any such provision of this Agreement, references to “employment termination,” “termination of employment,” “employment cessation,” “cessation of employment” or like terms shall mean “separation from service.”

(j) Notwithstanding anything to the contrary in this Agreement (or in any other agreement, contract or arrangement with the Company or any Parent, Subsidiary or affiliate of the Company, or in any policy, procedure or practice of the Company or any Parent, Subsidiary or affiliate of the Company (collectively, the “Arrangements”)): (i) nothing in the Arrangements or otherwise limits Participant’s right to any monetary award offered by a government-administered whistleblower award program for providing information directly to a government agency (including the Securities and Exchange Commission pursuant to Section 21F of the Exchange Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act or The Sarbanes-Oxley Act of 2002), and (ii) nothing in the Arrangements or otherwise prevents the Participant from providing, without prior notice to the Company, information to governmental authorities regarding possible legal violations or otherwise testifying or participating in any investigation or proceeding by any governmental authorities regarding possible legal violations, and for purposes of clarity, the Participant is not prohibited from providing information voluntarily to the Securities and Exchange Commission pursuant to Section 21F of the Exchange Act.

(k) If any provision of this Agreement is or becomes invalid, illegal or unenforceable in any jurisdiction, or would disqualify the Plan or this Agreement under any applicable law, such provision will be construed or deemed amended or limited in scope to conform to applicable laws or, in the discretion of the Committee, it will be stricken and the remainder of this Agreement will remain in full force and effect.

10. Definitions.

(a) “Cause” shall mean shall mean any of the following: (i) the indictment or conviction of the Participant or plea of nolo contendere by the Participant for a felony, fraud or other crime of moral turpitude; (ii) gross negligence or gross misconduct by the Participant, which is not cured within fourteen (14) days after written notice thereof to the Participant; (iii) the Participant’s failure to follow the directions of the Board which is not cured within fourteen (14) days after written notice thereof to the Participant; (iv) the Participant’s violation of any restrictive covenant agreement (including, without limitation, any noncompete, nonsolicit, nondisparagement and confidentiality agreement) entered with the Company or any of its affiliates, which is not cured (if curable) within fourteen (14) days after written notice thereof to the Participant; (v) any conduct by or at the direction of the Participant that would reasonably be expected to result in material injury or reputational harm to the Company (or any of its affiliates), which is not cured within fourteen (14) days after written notice thereof to the Participant; (vi) the Participant’s breach of a material employment policy of the Company (or any of its affiliates), which is not cured within fourteen (14) days after written notice thereof to the Participant; (vii) the Participant’s breach of the Company’s Code of Conduct and Ethics or the New Era Helium Inc. Policy for Recovery of Erroneously Awarded Compensation, which is not cured within fourteen (14) days after written notice thereof to the Participant or (viii) any other breach by the Participant of any agreement with the Company (or any of its affiliates) that is material and that is not cured within fourteen (14) days after written notice thereof to the Participant.

(b) “Good Reason” shall mean the Participant’s termination of his employment with the Company or any affiliate as result of any of the following without the Participant’s consent: (i) a decrease in the Participant’s base salary; (ii) any action or inaction that results in a material breach of any agreement between the Company and the Participant by the Company; (iii) any material diminution in the Participant’s position, duties, authority, or responsibilities; or (iv) a requirement that the Participant work full-time from an office that is more than fifty (50) miles from Boulder, Colorado. Notwithstanding the foregoing, no termination of employment by the Participant shall constitute a termination for “Good Reason” unless (A) the Participant gives the Company notice of the existence of an event described above within sixty (60) days following the initial occurrence thereof; (B) the Company does not remedy such event within thirty (30) days of receiving the notice described in the preceding clause (A); and (C) the Participant terminates employment within ninety (90) days of the end of the cure period specified in clause (B) above.

IN WITNESS WHEREOF, this Restricted Stock Unit Award Agreement has been executed as of the date first written above.

COMPANY:
New Era Energy & Digital, Inc., a Nevada corporation
By:	/s/ E. Will Gray II
Name:	E. Will Gray II
Title:	Chief Executive Officer
PARTICIPANT:
/s/ Charles Nelson
CHARLES NELSON

Exhibit10.5

Execution Version

AMENDEDAND RESTATED EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement (this “Agreement”) is made and entered into effective as of January 1^st^, 2026 (the “Effective Date”), between New Era Energy & Digital, Inc., a Nevada corporation (the “Company”), and E. Will Gray II (“Executive”), as an amendment and restatement of the Employment Agreement between the Company and Executive, which was effective April 15, 2024 (the “Original Agreement”).

In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.	Employment.<br> The Company shall continue to employ Executive, and Executive accepts continued employment<br> with the Company, as of the Effective Date upon the terms and conditions set forth in this<br> Agreement for the period beginning on the Effective Date and ending upon Executive’s<br> termination of employment for any reason (such period of employment, the “Employment Period”). The terms and conditions set forth in the Original Agreement will<br> continue to apply with respect to services provided to the Company by Executive prior to<br> the Effective Date of this Agreement.
2.	Position<br> and Duties. During the Employment Period, Executive shall serve as the Chief Executive<br> Officer of the Company, reporting to the Board of Directors of the Company (the “Board”),<br> and shall have the normal duties, responsibilities and authority of an executive serving<br> in such position, subject to the power of the Board to expand or limit such duties, responsibilities<br> and authority, either generally or in specific instances. During the Employment Period, Executive<br> shall devote Executive’s best efforts and Executive’s full business time and<br> attention (except for permitted vacation periods or reasonable periods of illness or other<br> incapacity) to the business and affairs of the Company, its subsidiaries and affiliates.<br> During the Employment Period, Executive shall owe a fiduciary duty of loyalty, fidelity,<br> and allegiance to act in the best interests of the Company and each of its subsidiaries and<br> affiliates to which he provides services, and to not act in a manner that would materially<br> injure their business, interests, or reputations. In keeping with these duties, Executive<br> shall make full disclosure to the Chairman of the Board of all Business Opportunities and<br> not appropriate for his own benefit any such Business Opportunities. For purposes of this<br> Agreement, “Business Opportunities” shall mean all material business<br> ideas, prospects, proposals, and other opportunities pertaining to the Business of the Company<br> and its subsidiaries and affiliates that come to Executive’s attention during the Employment<br> Period that he determines, while acting reasonably in good faith and as a fiduciary to the<br> Company, should be further considered by the Board.
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3.	Compensation<br> and Benefits.
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(a)	Base<br> Salary. The Company agrees to pay Executive a base salary (the “Base Salary”)<br> during the Employment Period in installments based on the Company’s practices as may<br> be in effect from time to time. Executive’s Base Salary shall initially be at the rate<br> of at least $550,000.00 per year and shall be subject to adjustment by the Compensation Committee<br> of the Board (the “Committee”).
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(b)	Target<br> Bonus. During the Employment Period, Executive will be eligible to earn an annual target<br> bonus of up to forty percent (40%) of the Base Salary (the “Target Bonus”),<br> based on the achievement of specified performance goals (as determined in good faith by the<br> Committee in consultation with Executive, to be set and communicated to Executive no more<br> than thirty (30) days after the management team has presented a business plan with respect<br> to the applicable year for review by the Board and the Committee); provided, however,<br> that Executive shall not be eligible for any such Target Bonus for a calendar year unless<br> Executive remains in the continuous employ of the Company until the date such bonus is paid<br> (except as otherwise set forth herein). Any Target Bonus earned pursuant to this Section<br> 3(b) shall be paid to Executive in a single lump sum following receipt of the Company’s<br> audited financial statements, but in any event such Target Bonus will be paid by March 15^th^<br> of the calendar year following the calendar year for which such Target Bonus was earned.
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(c)	Standard<br> Benefits Package. Executive shall be entitled during the Employment Period to participate,<br> on the same basis as other executives of the Company, in those employee benefit programs,<br> for which substantially all of the executives of the Company are from time to time generally<br> eligible (including insurance and other benefits, but excluding, except as provided in Section<br> 5(b), any severance pay programs or policies of the Company), as determined from time<br> to time by the Board. Such employee benefits will be governed by the applicable plan documents,<br> insurance policies, or employment policies, and may be modified, suspended, or revoked in<br> accordance with the terms of the applicable documents or policies without violating this<br> Agreement.
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(d)	Equity<br> Compensation Plan. Executive may be eligible to receive grants of equity, equity-based<br> or similar compensation awards pursuant to the Company’s Equity Incentive Plan as may<br> be approved in the sole discretion of the Committee from time to time. Any such grant will<br> be represented by an award agreement and will be subject to the terms of the Company’s<br> Equity Incentive Plan and such award agreement under all circumstances (including in connection<br> with Executive’s termination of employment).
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(e)	Business<br> Expenses. The Company shall reimburse Executive for all reasonable expenses incurred<br> by Executive during the Employment Period in the course of performing Executive’s duties<br> under this Agreement that are consistent with the Company’s policies as in effect from<br> time to time with respect to travel, entertainment and other business expenses, subject to<br> the Company’s requirements applicable generally with respect to reporting and documentation<br> of such expenses. The Company shall also reimburse Executive for club memberships that are<br> approved by the Committee in advance.
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(f)	Automobile.<br> The Company shall provide Executive with an allowance of $1,500 per month for car and related<br> maintenance costs. In addition, the Company shall reimburse Executive for the miles for which<br> he travels for business purposes following the standard mileage rate as determined by the<br> Internal Revenue Service.
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4.	Notice<br> of Termination. The Company may terminate Executive’s employment at any time. Executive<br> may voluntarily terminate his employment without Good Reason with ninety (90) days advance<br> notice or for Good Reason in accordance with the procedures set forth in Section 7(e).<br> In the event Executive provides notice to the Company of his voluntary termination of employment,<br> the Company may accept such resignation, waive any remaining notice period, and accelerate<br> the date of Executive’s termination of employment, and any such waiver and earlier<br> termination of employment will not constitute a Termination Without Cause. Executive’s<br> employment shall also terminate on the date of his death or as a result of a Disability (as<br> determined by the Committee).
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5.	Post-Employment<br> Payments.
(a)	Accrued<br> Obligations. Except as otherwise set forth in this Agreement, at the end of Executive’s<br> employment for any reason, Executive shall cease to have any rights to further compensation<br> or employee benefits except for (i) any Base Salary earned prior to Executive’s termination<br> of employment that remains unpaid as of such termination; (ii) any unreimbursed business<br> expenses incurred prior to Executive’s termination that are reimbursable in accordance<br> with the Company’s policies as in effect from time to time; (iii) vested benefits to<br> which Executive may be entitled under any employee benefit plans of the Company (or an affiliate<br> thereof), which vested benefits will be payable in accordance with the terms of the applicable<br> employee benefit plan; and (iv) pursuant to any equity compensation, equity-based or similar<br> award (or any portion thereof) which either vests by its terms due to the circumstances of<br> termination of Executive’s employment or extends by its terms beyond termination of<br> Executive’s employment.
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`	(b)	Severance<br> Benefits.
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(i)	Termination<br> Without Cause or Termination For Good Reason Before a Change in Control. Subject to Section<br> 5(c), if the Employment Period ends on account of a Termination Without Cause or a Termination<br> For Good Reason at any time before a Change in Control, the Company shall pay Executive the<br> following payments:
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(A)	severance<br> compensation in an amount equal to one (1) multiplied by: the Base Salary, payable in equal<br> installments across a twelve (12)-month period based on the Company’s normal payroll<br> cycles;
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(B)	any<br> annual Target Bonus earned for a calendar year prior to the calendar year in which the termination<br> of employment occurs that remains unpaid as of such termination of employment (the “Prior Year Bonus”), payable at the same time as paid to active employees in accordance<br> with Section 3(b) herein;
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(C)	a<br> pro-rated portion of the Target Bonus for the year in which Executive terminates employment,<br> pro-rated based on the number of days that elapse during such calendar year prior to the<br> date of Executive’s termination of employment out of the entire calendar year (the<br> “Pro-Rated Bonus”), payable in equal installments in the same time<br> and manner as set forth in Section 5(b)(i)(A); and
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(D)	payment<br> of a lump sum amount within sixty (60) days following such termination of employment equal<br> to the total cost of premium payments (including both the employer and employee portions)<br> for twelve (12) months of coverage under the Company’s medical, dental and vision plans<br> for the same level of coverage Executive participated in with his dependents or family immediately<br> prior to Executive’s Termination Without Cause or Termination For Good Reason.
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(ii)	Termination<br> Without Cause or Termination For Good Reason on or After a Change in Control.<br> Subject to Section 5(c), if the Employment Period ends on account of a Termination<br> Without Cause or a Termination For Good Reason either on the date of consummation of a Change<br> in Control or within twelve (12) months following such date, the Company shall pay Executive<br> the following payments:
(A)	severance<br> compensation in an amount equal to one and one-half (1.5) multiplied by: the Base Salary,<br> payable in a lump sum within sixty (60) days following such termination of employment;
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(B)	the<br> Prior Year Bonus, payable at the same time as paid to active employees in accordance with<br> Section 3(b) herein;
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(C)	the<br> Pro-Rated Bonus, payable in a lump sum within sixty (60) days following such termination<br> of employment; and
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(D)	payment<br> of a lump sum amount within sixty (60) days following such termination of employment equal<br> to the total cost of premium payments (including both the employer and employee portions)<br> for eighteen (18) months of coverage under the Company’s medical, dental and vision<br> plans for the same level of coverage Executive participated in with his dependents or family<br> immediately prior to Executive’s Termination Without Cause or Termination For Good<br> Reason.
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(c)	Release.<br> Notwithstanding anything herein to the contrary, the Company shall not be obligated to make<br> any payment under Section 5(b) hereof unless on or prior to the sixtieth (60th) day<br> following the Termination Without Cause or Termination For Good Reason: (i) Executive executes<br> a release of all current or future claims, known or unknown, arising on or before the date<br> of the release against the Company and its subsidiaries and the directors, managers, officers,<br> employees and affiliates of any of them in a form approved by the Company in the form attached<br> as Exhibit A (such release, the “Release”); and (ii) Executive<br> does not revoke the Release and such Release becomes effective and nonrevocable.
6.	Non-Competition;<br> Confidentiality; Non-Solicitation.
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(a)	Acknowledgements<br> and Agreements. Executive hereby acknowledges and agrees that in the performance of Executive’s<br> duties to the Company during the Employment Period, Executive will be brought into frequent<br> contact with the Company’s existing and potential customers throughout the world and<br> the Company’s trade secrets. Executive also agrees that trade secrets and confidential<br> information of the Company gained by Executive during Executive’s association with<br> the Company, have been developed by the Company through substantial expenditures of time,<br> effort and money and constitute valuable and unique property of the Company. Executive further<br> understands and agrees that the foregoing makes it necessary for the protection of the Company’s<br> business that Executive not compete with the Company during Executive’s employment<br> with the Company and not compete with the Company for a reasonable period thereafter, as<br> further provided in the following Sections.
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(b)	Covenants.
(i)	Covenants<br> During Employment. While employed by the Company, Executive will not compete with the<br> Company anywhere in the world and will not take any act or make any omission which is contrary<br> to the best interests of the Company or its affiliates. In accordance with this restriction,<br> but without limiting its terms, while employed by the Company, Executive will not:
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(A)	enter<br> into or engage in any business that competes with the Company;
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(B)	solicit<br> customers, business, patronage or orders for, or sell, any products or services in competition<br> with, or for any business that competes with, the Company;
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(C)	divert,<br> entice or otherwise take away any customers, business, patronage or orders of the Company<br> or attempt to do so; or
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(D)	promote<br> or assist, financially or otherwise, any person, firm, association, partnership, corporation<br> or other entity engaged in any business that competes with the Company.
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(ii)	Covenants<br> Following Termination. For a period of eighteen (18) months following the termination<br> of Executive’s employment, Executive will not:
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(A)	enter<br> into or engage in any business in any manner which is similar to the capacity in which Executive<br> provided services to the Company during the Employment Period that competes with the Company<br> within the Restricted Territory;
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(B)	solicit<br> customers, business, patronage or orders for, or sell, any products or services in competition<br> with, or for any business that competes with, the Company within the Restricted Territory;
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(C)	divert,<br> entice or otherwise take away any customers, business, patronage or orders of the Company<br> within the Restricted Territory, or attempt to do so; or
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(D)	promote<br> or assist, financially or otherwise, in any capacity which is similar to the capacity in<br> which Executive provided services to the Company during the Employment Period any person,<br> firm, association, partnership, corporation or other entity engaged in any business that<br> competes with the Company within the Restricted Territory.
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(iii)	Indirect<br> Competition; Passive Investments. Executive will be in violation of any of the restrictions<br> in Section 6(b)(i) and Section 6(b)(ii) if Executive engages in any or all<br> of the activities set forth therein directly as an individual on Executive’s own account,<br> or indirectly as a partner, joint venturer, employee, agent, salesperson, consultant, officer<br> or director of any firm, association, partnership, corporation or other entity, or as a stockholder<br> of any corporation in which Executive or Executive’s spouse, child or parent owns,<br> directly or indirectly, individually or in the aggregate, more than five percent (5%) of<br> the outstanding stock. Notwithstanding any provision of this Section 6(b) to the contrary,<br> any passive investment by Executive in a publicly traded company of two percent (2%) or less<br> of such company’s outstanding stock shall not be a violation of this Section 6(b).
(iv)	Tolling.<br> If it shall be judicially determined that Executive has violated this Section 6(b),<br> then the period applicable to each obligation that Executive shall have been determined to<br> have violated shall automatically be extended by a period of time equal in length to the<br> period during which such violation(s) occurred.
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(c)	Company.<br> For the purposes of Section 6 and Section 7(c), the Company shall include any<br> and all direct and indirect subsidiary, parent, affiliated, or related companies of the Company<br> for which Executive worked, had responsibility, or had access to confidential information<br> at the time of termination of his employment and at any time during the two (2)-year period<br> prior to such termination.
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(d)	Non-Solicitation.<br> Executive will not directly or indirectly at any time during the period of Executive’s<br> employment or the two (2)-year period thereafter attempt to disrupt, damage, impair or interfere<br> with the Company by raiding any of the Company’s employees or soliciting any of them<br> to resign from their employment by the Company, or by disrupting the relationship between<br> the Company and any of its consultants, agents, representatives or vendors. Executive acknowledges<br> that this covenant is necessary to enable the Company to maintain a stable workforce and<br> remain in business. Notwithstanding any provision in this Section 6(d) to the contrary,<br> the post-termination prohibitions in the preceding sentence shall be limited to Company employees,<br> consultants, agents, representatives, and vendors with whom Executive had material business<br> contact with on behalf of the Company, or about whom Executive received from the Company<br> confidential information, during the last two years of the Employment Period.
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(e)	Non-Disparagement.<br> During the Employment Period and for a period of two (2) years thereafter, Executive agrees<br> not to disparage or authorize to be made any written or oral disparagement of the Company<br> or any of its past, present or future shareholders (equityholders), directors, accounting<br> firms, third party investigators, attorneys, officers, employees, or agents or any aspect<br> of Executive’s employment with the Company or termination thereof except to the extent<br> required by applicable law. Notwithstanding the foregoing, (i) truthful statements necessary<br> to be made in the good faith performance of Executive’s duties for the Company, (ii)<br> reporting any actions or inactions to a governmental agency that Executive believes to be<br> unlawful, (iii) participating in or cooperating with a governmental investigation, and (iv)<br> discussing or disclosing underlying facts of any alleged discriminatory or unfair employment<br> practice will not result in a breach of this Section 6(e).
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(f)	Further<br> Covenants.
(i)	Confidential<br> Information. Executive will keep in strict confidence, and will not, directly or indirectly,<br> at any time, during or after Executive’s employment with the Company, disclose, furnish,<br> disseminate, make available or, except in the course of performing Executive’s duties<br> of employment, use any trade secrets or confidential business and technical information of<br> the Company or its customers or vendors, without limitation as to when or how Executive may<br> have acquired such information. Such confidential information is material that is not generally<br> available to the public and shall include, without limitation, the Company’s unique<br> selling, manufacturing and servicing methods and business techniques, training, service and<br> business manuals, promotional materials, training courses and other training and instructional<br> materials, vendor and product information, employee evaluations and employee performance<br> information, customer and prospective customer lists, other customer and prospective customer<br> information and other business information. Executive specifically acknowledges that all<br> such confidential information, whether reduced to writing, maintained on any form of electronic<br> media, or maintained in the mind or memory of Executive and whether compiled by the Company<br> or Executive, derives independent economic value from not being readily known to or ascertainable<br> by proper means by others who can obtain economic value from its disclosure or use, that<br> reasonable efforts have been made by the Company to maintain the secrecy of such information,<br> that such information is the sole property of the Company and that any retention and use<br> of such information by Executive during his employment with the Company (except in the course<br> of performing his duties and obligations to the Company) or after the termination of his<br> employment shall constitute a misappropriation of the Company’s trade secrets. Executive’s<br> obligations in this Section 6(f)(i) with regard to (A) trade secrets will continue<br> for so long as such information remains trade secrets under applicable law; and (B) the Company’s<br> confidential information will continue for ten (10) years following Executive’s termination<br> of employment from the Company. Nothing in this Agreement prevents Executive from providing,<br> without prior notice to the Company, information to governmental or administrative authorities<br> regarding possible violations of law or otherwise testifying or participating in any investigation<br> or proceeding by any governmental or administrative authorities regarding possible violations<br> of law.
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(ii)	Return<br> of Property. Executive agrees that upon termination of Executive’s employment with<br> the Company for any reason, Executive shall return to the Company all property of the Company<br> without being intentionally damaged, including without limitation, any Company-provided laptop,<br> cell phone, keys or keycards, work papers, reports, drawings, photographs, negatives, prototypes,<br> and the originals and all copies of any materials that contain, reflect, summarize, describe,<br> analyze or refer or relate to any items of information listed in Section 6(f)(i),<br> whether in hard copy or generated and maintained on any form of electronic media. In the<br> event that such items are not so returned, the Company will have the right to charge Executive<br> for all reasonable damages, costs, attorneys’ fees and other expenses incurred in searching<br> for, taking, removing or recovering such property.
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(iii)	Defend<br> Trade Secrets Act Notice of Immunity. The U.S. Defend Trade Secrets Act of 2016 (“DTSA”)<br> provides that an individual shall not be held criminally or civilly liable under any federal<br> or state trade secret law for the disclosure of a trade secret that (A) is made (1) in confidence<br> to a federal, state, or local government official, either directly or indirectly, or to an<br> attorney and (2) solely for the purpose of reporting or investigating a suspected violation<br> of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding,<br> if such filing is made under seal. In addition, the DTSA provides that an individual who<br> files a lawsuit for retaliation by an employer for reporting a suspected violation of law<br> may disclose the trade secret to the attorney of the individual and use the trade secret<br> information in the court proceeding, if the individual (x) files any document containing<br> the trade secret under seal and (y) does not disclose the trade secret, except pursuant to<br> court order.
(g)	Discoveries<br> and Inventions; Work Made for Hire.
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(i)	Executive<br> agrees that upon conception or development of any idea, discovery, invention, improvement,<br> software, writing or other material or design that:
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(A)	relates<br> to the business of the Company;
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(B)	relates<br> to the Company’s actual or demonstrably anticipated research or development; or
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(C)	results<br> from any work performed by Executive for the Company, Executive does hereby assign to the<br> Company the entire right, title and interest in and to any such idea, discovery, invention,<br> improvement, software, writing or other material or design. Executive has no obligation to<br> assign any idea, discovery, invention, improvement, software, writing or other material or<br> design that Executive conceives or develops entirely on Executive’s own time without<br> using the Company’s equipment, supplies, facilities, or trade secret information unless<br> the idea, discovery, invention, improvement, software, writing or other material or design<br> (x) relates to the business of the Company; (y) relates to the Company’s actual or<br> demonstrably anticipated research or development; or (z) results from any work performed<br> by Executive for the Company. Executive agrees that any idea, discovery, invention, improvement,<br> software, writing or other material or design that relates to the business of the Company<br> or relates to the Company’s actual or demonstrably anticipated research or development<br> that is conceived or suggested by Executive, either solely or jointly with others, within<br> one (1) year following termination of Executive’s employment under this Agreement or<br> any successor agreements shall be presumed to have been so made, conceived or suggested in<br> the course of such employment with the use of the Company’s equipment, supplies, facilities,<br> or trade secrets.
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(ii)	In<br> order to determine the rights of Executive and the Company in any idea, discovery, invention,<br> improvement, software, writing or other material or design, and to ensure the protection<br> of the same, Executive agrees that during Executive’s employment and for one (1) year<br> after termination of Executive’s employment under this Agreement or any successor agreements,<br> Executive will disclose immediately and fully to the Company any idea, discovery, invention,<br> improvement, software, writing or other material or design conceived, made or developed by<br> Executive solely or jointly with others that relates to the business of the Company or relates<br> to the Company’s actual or demonstrably anticipated research or development. The Company<br> agrees to keep any such disclosures confidential. Executive also agrees to record descriptions<br> of all work in the manner directed by the Company and agrees that all such records and copies,<br> samples, and experimental materials will be the exclusive property of the Company. Executive<br> agrees that at the request of and without charge to the Company, but at the Company’s<br> expense, Executive will execute a written assignment of the idea, discovery, invention, improvement,<br> software, writing or other material or design to the Company and will assign to the Company<br> any application for letters patent or for trademark registration made thereon, and to any<br> common-law or statutory copyright therein; and that Executive will do whatever may be necessary<br> or desirable to enable the Company to secure any patent, trademark, copyright, or other property<br> right therein in the United States and in any foreign country, and any division, renewal,<br> continuation, or continuation in part thereof, or for any reissue of any patent issued thereon.<br> In the event the Company is unable, after reasonable effort, and in any event after ten (10)<br> business days, to secure Executive’s signature on a written assignment to the Company<br> of any application for letters patent or to any common-law or statutory copyright or other<br> property right therein, whether because of Executive’s physical or mental incapacity<br> or for any other reason whatsoever, Executive irrevocably designates and appoints the Corporate<br> Secretary of the Company as Executive’s attorney-in-fact to act on Executive’s<br> behalf to execute and file any such application and to do all other lawfully permitted acts<br> to further the prosecution and issuance of such letters patent, copyright or trademark.
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(iii)	Work<br> Made for Hire. Executive acknowledges that, to the extent permitted by law, all work<br> papers, reports, documentation, drawings, photographs, negatives, tapes and masters therefor,<br> prototypes and other materials (hereinafter, “items”), including<br> without limitation, any and all such items generated and maintained on any form of electronic<br> media, generated by Executive while performing work for the Company shall be considered a<br> “work made for hire” and that ownership of any and all copyrights in any<br> and all such items shall belong to the Company.
(h)	Communication<br> of Contents of Agreement. While employed by the Company and for two (2) years thereafter,<br> Executive will communicate the contents of Section 6 of this Agreement to any person,<br> firm, association, partnership, corporation or other entity that Executive intends to be<br> employed by, associated with, or represent.
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(i)	Confidentiality<br> Agreements. Executive agrees that Executive shall not disclose to the Company or induce<br> the Company to use any secret or confidential information belonging to Executive’s<br> former employers. Executive warrants that Executive is not bound by the terms of a confidentiality<br> agreement or other agreement with a third party that would preclude or limit Executive’s<br> right to work for the Company or to disclose to the Company any ideas, inventions, discoveries,<br> improvements or designs or other information that may be conceived during employment with<br> the Company.
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(j)	Relief.<br> Executive acknowledges and agrees that the remedy at law available to the Company for breach<br> of any of Executive’s obligations under this Agreement would be inadequate and any<br> such breach would result in irreparable harm for which damages are difficult to calculate.<br> Executive therefore agrees that, in addition to any other rights or remedies that the Company<br> may have at law or in equity, temporary and permanent injunctive relief may be granted in<br> any proceeding that may be brought to enforce any provision contained in Section 6<br> inclusive, of this Agreement, without the necessity of proof of actual damage and without<br> posting of a bond.
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(k)	Reasonableness.<br> Executive acknowledges that Executive’s obligations under this Section 6 are<br> reasonable in the context of the nature of the Company’s business and the competitive<br> injuries likely to be sustained by the Company if Executive were to violate such obligations<br> and that these obligations do not place an undue burden on Executive. Executive further acknowledges<br> that this Agreement is made in consideration of, and is adequately supported by, the agreement<br> of the Company to perform its obligations under this Agreement and by other consideration,<br> including Executive’s employment with the Company, which Executive acknowledges constitutes<br> good, valuable and sufficient consideration. It is the desire and intent of the parties hereto<br> that the provisions of this Agreement shall be enforced to the fullest extent legally permissible.<br> Accordingly, if any particular provision(s) of this Agreement shall be adjudicated to be<br> invalid or unenforceable, the court may modify or sever such provision(s), such modification<br> or deletion to apply only with respect to the operation of such provision(s) in the particular<br> jurisdiction in which such adjudication is made. Further, Section 6 herein is independent<br> of other obligations under this Agreement, and therefore, no claim by Executive against the<br> Company or its affiliates for breach of this Agreement or otherwise will constitute a defense<br> to enforceability of the covenants contained in Section 6. In addition, if any one<br> or more of the provisions contained in this Agreement shall for any reason be held to be<br> excessively broad as to duration, geographical scope, activity or subject, it shall be construed<br> by limiting and reducing it, so as to be enforceable to the extent compatible with the applicable<br> law as it shall then appear. The remaining provisions of this Agreement shall remain in full<br> force and effect.
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7.	Definitions.
(a)	“Change in Control” shall have the meaning set forth in the Company’s 2024 Equity<br> Incentive Plan (or any successor plan thereto). Notwithstanding anything to the contrary<br> in this Agreement, a “Change in Control” shall only be deemed to occur for purposes<br> of this Agreement if such event constitutes a “change in control event” within<br> the meaning of Section 409A (as defined below).
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(b)	“Disability”<br> means the determination by a physician selected by the Committee (that is reasonably acceptable<br> to Executive) that Executive is reasonably likely to be unable to perform the essential functions<br> of his position, with or without reasonable accommodation, due to a physical or mental impairment,<br> for a period of one hundred and eighty (180) consecutive days (or one hundred and eighty<br> (180) days within a twelve (12)-month period) or that Executive has a physical or mental<br> impairment that is reasonably likely to result in Executive’s death.
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(c)	“Restricted Territory” means: (i) the geographic area(s) within a one hundred and fifty<br> (150) mile radius of any and all Company location(s), and (ii) Texas and New Mexico.
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(d)

Termination For Cause ” means the termination by the Company or any subsidiary of Executive’s employment with the Company or any affiliate as a result of: (i) the indictment or conviction of Executive or plea of nolo contendere by Executive for a felony, fraud or other crime of moral turpitude; (ii) gross negligence or gross misconduct by Executive, which is not cured within fourteen (14) days after written notice thereof to Executive; (iii) Executive’s failure to follow the directions of the Board which is not cured within fourteen (14) days after written notice thereof to Executive; (iv) Executive’s violation of Section 6 of this Agreement or any other restrictive covenant agreement entered with the Company or any of its affiliates, which is not cured (if curable) within fourteen (14) days after written notice thereof to Executive; (v) any conduct by or at the direction of Executive that would reasonably be expected to result in material injury or reputational harm to the Company (or any of its affiliates), which is not cured within fourteen (14) days after written notice thereof to Executive; (vi) Executive’s breach of a material employment policy of the Company (or any of its affiliates), which is not cured within fourteen (14) days after written notice thereof to Executive; (vii) Executive’s breach of the Company’s Code of Conduct and Ethics or the New Era Helium Inc. Policy for Recovery of Erroneously Awarded Compensation, which is not cured within fourteen (14) days after written notice thereof to Executive or (viii) any other breach by Executive of this Agreement or any other agreement with the Company (or any of its affiliates) that is material and that is not cured within fourteen (14) days after written notice thereof to Executive.

(e)	“Termination For Good Reason” means<br> Executive’s termination of Executive’s employment with the Company or any affiliate<br> as result of any of the following without Executive’s consent: (i) a decrease in the<br> Base Salary; (ii) any action or inaction that results in a material breach of this Agreement<br> or any other agreement between the Company and Executive by the Company; (iii) any material<br> diminution in Executive’s position, duties, authority, or responsibilities; or (iv)<br> a requirement that Executive work full-time from an office that is more than fifty (50) miles<br> from Midland, Texas. Notwithstanding the foregoing, no termination of employment by Executive<br> shall constitute a “Termination For Good Reason” unless (A) Executive<br> gives the Company notice of the existence of an event described above within sixty (60) days<br> following the initial occurrence thereof; (B) the Company does not remedy such event within<br> thirty (30) days of receiving the notice described in the preceding clause (A); and (C) Executive<br> terminates employment within ninety (90) days of the end of the cure period specified in<br> clause (B) above.
(f)	“Termination Without Cause” means the termination by the Company or any of its affiliates<br> of Executive’s employment for any reason other than a termination by the Company as<br> a result of Executive’s Disability or death or a Termination For Cause.
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8.	Survival.<br> Subject to any limits on applicability contained therein, Section 6, Section 9<br> and Section 10 hereof shall survive and continue in full force in accordance with<br> its terms notwithstanding any termination of the Employment Period.
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9.	Clawback.<br> Notwithstanding any provision of this Agreement or any other agreement to the contrary, performance-based<br> compensation provided to Executive under this Agreement or pursuant to any other agreement<br> or understanding shall be subject to the Company’s Policy for Recovery of Erroneously<br> Awarded Compensation or any successor or other clawback or recoupment policy as in effect<br> from time to time, and any amendments thereto, as required by applicable law, including but<br> not limited to Section 10D of the Securities Exchange Act of 1934 and the rules and regulations<br> of the U.S. Securities and Exchange Commission and the rules of the Nasdaq. Further notwithstanding<br> any provision of this Agreement or any other agreement to the contrary, in the event the<br> Company acquires evidence within the twenty-four (24) month period following Executive’s<br> termination of employment that would have given the Company grounds to terminate Executive’s<br> employment as a result of a Termination For Cause if the Company had had such evidence at<br> the time of Executive’s termination, the Company may require Executive to return to<br> the Company all benefits and compensation paid to Executive pursuant to Section 5(b)<br> herein and may cease payment of any further benefits under Section 5(b). In the event<br> the Company notifies Executive that it has obtained evidence of grounds to terminate Executive’s<br> employment as a result of a Termination For Cause, Executive shall be given fourteen (14)<br> days to appear in front of the Committee to discuss such grounds. Executive expressly agrees<br> to return or repay any amounts to the Company as required under this Section 9 following<br> a final determination hereunder by the Committee promptly and further expressly agrees to<br> the Company’s offsetting any amounts owed to the Company under this Section 9<br> by any amounts otherwise owed by the Company to Executive to the extent permissible under<br> Section 409A (as defined below).
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10.	Tax<br> Matters.
(a)	Withholding.<br> The Company may withhold from any amounts payable under this Agreement all federal, state,<br> city or other taxes as the Company is required to withhold pursuant to any applicable law,<br> regulation or ruling. Notwithstanding any other provision of this Agreement, the Company<br> shall not be obligated to guarantee any particular tax result for Executive with respect<br> to any payment provided to Executive hereunder, and Executive shall be responsible for any<br> taxes imposed on Executive with respect to any such payment.
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(b)	Section<br> 409A.
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(i)	This<br> Agreement is intended to comply with or be exempt from Section 409A of the Internal Revenue<br> Code of 1986, as amended (“Section 409A”) and all provisions of<br> this Agreement shall be administered, construed and interpreted in a manner consistent with<br> such intent. If the Company independently determines any provision of this Agreement fails<br> to comply with or be exempt from Section 409A, the Company shall, after consulting with Executive,<br> reform such provision to the minimum extent reasonably appropriate and necessary to attempt<br> to avoid any additional tax or interest under Section 409A. To the extent that any such modification<br> becomes reasonably appropriate and necessary, such modification shall be made in good faith<br> and shall, to the maximum extent reasonably possible, maintain the original intent and economic<br> benefit to Executive and the Company of the applicable provision without violating the provisions<br> of Section 409A. The Company does not guarantee any particular tax result for Executive and<br> has no obligation to provide Executive with a gross up or indemnity with respect to any taxes<br> that Executive may incur with respect to any payments or benefits received pursuant to this<br> Agreement.
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(ii)	Any<br> expense reimbursements required to be made under this Agreement shall be for covered expenses<br> incurred by Executive during his lifetime, and such reimbursements shall be made not later<br> than December 31st of the year following the year in which Executive incurs the expense;<br> provided that in no event shall the amount of expenses eligible for payment or reimbursement,<br> or in-kind benefits provided, by the Company in one calendar year affect the amount of expenses<br> to be paid or reimbursed, or in-kind benefits to be provided, in any other calendar year.<br> Executive’s right to expense reimbursement shall not be subject to liquidation or exchange<br> for another benefit.
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(iii)	To<br> the extent that this Agreement provides for the payment of “deferred compensation”<br> (within the meaning of Section 409A) to Executive or Executive’s beneficiaries upon<br> or as a result of Executive’s termination of employment, Executive shall be considered<br> to have experienced a termination of employment as of the date that Executive incurs a “separation<br> from service” within the meaning of Section 409A.
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(iv)	Each<br> payment or benefit to which Executive becomes entitled under this Agreement will be considered,<br> and is hereby designated as, a separate payment for purposes of Section 409A (and consequently<br> Executive’s entitlement to such payment or benefit will not be considered an entitlement<br> to a single payment of the aggregate amount to be paid). Each such payment shall be deemed<br> exempt from Section 409A to the greatest extent possible. To the extent that any payments<br> pursuant to this Agreement are contingent upon Executive entering into the Release and if<br> the period for review or revocation of the Release crosses calendar years, such payments<br> shall be made or commence in the later calendar year if necessary to avoid taxes or penalties<br> under Section 409A. Any payments that would otherwise be made during the period for review<br> and revocation of the Release will be made as soon as practicable after such period ends.
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(v)	If<br> the Company makes a good faith determination that a payment under this Agreement (A) constitutes<br> a deferral of compensation for purposes of Section 409A, (B) is made to Executive by reason<br> of his separation from service, (C) at the time such payment would otherwise be made, Executive<br> is a “specified employee” within the meaning of Section 409A (and using the identification<br> methodology specified by the Company from time to time), and (D) a delay in payment is required<br> in order to avoid the imposition of excise taxes under Section 409A, then the payment shall<br> be delayed until the earlier of (1) the first (1st) business day following the six (6)-month<br> anniversary of Executive’s separation from service, or (2) Executive’s death.
(c)	Parachute<br> Payments.
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(i)	Notwithstanding<br> any provision of this Agreement to the contrary, if any amount or benefit to be paid or provided<br> under this Agreement would be an “Excess Parachute Payment” within the meaning<br> of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”)<br> but for the application of this sentence, then the payments and benefits to be paid or provided<br> under this Agreement will be reduced to the minimum extent necessary (but in no event to<br> less than zero (0)) so that no portion of any such payment or benefit, as so reduced, constitutes<br> an Excess Parachute Payment; provided, however, that the foregoing reduction<br> will be made only if and to the extent that such reduction would result in an increase in<br> the aggregate payment and benefits to be provided, determined on an after-tax basis (taking<br> into account the excise tax imposed pursuant to Section 4999 of the Code, any tax imposed<br> by any comparable provision of state law, and any applicable federal, state and local income<br> and employment taxes). The fact that Executive’s right to payments or benefits may<br> be reduced by reason of the limitations contained in this Section 10(c)(i) will not<br> of itself limit or otherwise affect any other rights of Executive other than pursuant to<br> this Agreement. In the event that any payment or benefit intended to be provided under this<br> Agreement or otherwise is required to be reduced pursuant to this Section 10(c)(i),<br> the Company will effect such reduction to the extent necessary in the following order: first,<br> performance-based equity grants; second, time-based equity grants; third other noncash benefits;<br> and fourth, cash payments. Within each group, such benefits or payments shall be reduced<br> in the reverse order in which they would otherwise have been vested or paid.
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(ii)	All<br> computations and determinations relevant to this Section 10(c)(ii) shall be implemented in<br> a manner that maximizes the Executive’s after-tax economic benefit and be made by an<br> independent accounting firm selected and paid by the Company and reasonably acceptable to<br> Executive (the “Accounting Firm”), which firm may be the Company’s<br> ordinary course accountants. If the Accounting Firm determines that any amounts are Excess<br> Parachute Payments, the Accounting Firm shall provide its determination (the “Determination”),<br> together with detailed supporting calculations both to the Company and Executive. If the<br> Accounting Firm determines that no amounts are Excess Parachute Payments, it shall furnish<br> Executive and the Company with a written statement that such Accounting Firm has so concluded<br> that no excise tax is payable (including the reasons therefor) and that Executive has substantial<br> authority not to report any excise tax on his federal income tax. The Company and Executive<br> shall furnish to the Accounting Firm such information and documents as the Accounting Firm<br> may reasonably request in order to make the Determination hereunder. The Accounting Firm<br> shall make its Determination on the basis of substantial authority and shall provide opinions<br> to that effect to both the Company and Executive upon the request of either of them.
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(iii)	The<br> Executive shall have the right, at the Executive’s expense, to contest the determination<br> of the Accounting Firm by providing written notice to the Company within fifteen (15) days<br> following receipt of the determination, together with alternative calculations prepared by<br> an independent advisor reasonably acceptable to the Company. If the Company and the Executive<br> are unable to resolve such dispute within ten (10) days, the matter shall be submitted to<br> a mutually agreed independent nationally recognized accounting firm, whose determination<br> shall be final and binding. Pending final resolution, payments shall be made in accordance<br> with the original determination, subject to adjustment (including repayment or additional<br> payment, as applicable) promptly following final determination.
11.	Securities.<br> Notwithstanding anything to the contrary in this Agreement (or in any other agreement, contract<br> or arrangement with the Company or any parent or subsidiary of the Company, or in any policy,<br> procedure or practice of the Company or any subsidiary or affiliate (collectively, the “Arrangements”)):<br> (i) nothing in the Arrangements or otherwise limits Executive’s right to any monetary<br> award offered by a government-administered whistleblower award program for providing information<br> directly to a government agency (including the Securities and Exchange Commission pursuant<br> to Section 21F of the Exchange Act, the Dodd-Frank Wall Street Reform and Consumer Protection<br> Act or The Sarbanes-Oxley Act of 2002), and (ii) nothing in the Arrangements or otherwise<br> prevents the Executive from providing, without prior notice to the Company, information to<br> governmental authorities regarding possible legal violations or otherwise testifying or participating<br> in any investigation or proceeding by any governmental authorities regarding possible legal<br> violations, and for purposes of clarity, the Executive is not prohibited from providing information<br> voluntarily to the Securities and Exchange Commission pursuant to Section 21F of the Exchange<br> Act.
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12.	Notices.<br> Any notice provided to the Company provided for in this Agreement shall be in writing to<br> the Company, marked Attention: Compensation Committee Chair, and any notice to Executive<br> shall be addressed to Executive at his address on file with the Company. Except as otherwise<br> provided herein, any written notice shall be deemed to be duly given if and when delivered<br> personally or deposited in the United States mail, first class registered mail, postage and<br> fees prepaid, and addressed as aforesaid.
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13.	Severability.<br> If one or more of the provisions of this Agreement is invalidated for any reason by a court<br> of competent jurisdiction, any provision so invalidated shall be deemed to be separable from<br> the other provisions hereof, and the remaining provisions hereof shall continue to be valid<br> and fully enforceable.
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14.	Complete<br> Agreement. This Agreement embodies the complete agreement and understanding between the<br> parties with respect to the subject matter hereof and effective as of its date supersedes<br> and preempts any prior understandings, agreements or representations by or between the parties,<br> written or oral, that may have related to the subject matter hereof in any way. Notwithstanding<br> the foregoing, this Agreement does not supersede or in any way limit or otherwise affect<br> (i) Executive’s rights with respect to equity, equity-based, or similar compensation<br> granted under other agreements between the Company (or an affiliate thereof) and Executive,<br> or (ii) restrictive covenants that may be included in other agreements between the Company<br> (or an affiliate thereof) and Executive to which Executive may be bound. Executive acknowledges<br> and agrees that, in signing this Agreement, he is not relying on any prior oral or written<br> statement or representation by the Company or its representatives outside of this Agreement<br> but is instead relying solely on his own judgment and his legal and tax advisors, if any.
15.	Counterparts.<br> This Agreement may be executed in separate counterparts (including counterparts transmitted<br> by facsimile or Adobe PDF attached to an email), each of which shall be deemed to be an original<br> and both of which taken together shall constitute one and the same agreement.
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16.	Successors<br> and Assigns. This Agreement shall bind and inure to the benefit of and be enforceable<br> by Executive, the Company and their respective heirs, executors, personal representatives,<br> successors and assigns, except that Executive may not assign any rights or delegate any obligations<br> hereunder without the prior written consent of the Company. Executive hereby consents to<br> the assignment by the Company of all of its rights and obligations hereunder to any successor<br> to the Company by merger or consolidation or purchase of all or substantially all of the<br> Company’s assets, provided that such transferee or successor assumes the liabilities<br> of the Company hereunder.
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17.	Choice<br> of Law. This<br> Agreement shall be governed by, and construed in accordance with, the internal, substantive<br> laws of the State of Nevada. Executive agrees that the state and federal courts located in<br> the State of Texas shall have exclusive jurisdiction in any action, suit or proceeding by<br> or against Executive based on or arising out of this Agreement and Executive hereby: (a)<br> submits to the personal jurisdiction of such courts; (b) consents to service of process in<br> connection with any action, suit or proceeding against Executive; and (c) waives any other<br> requirement (whether imposed by statute, rule of court or otherwise) with respect to personal<br> jurisdiction, venue or service of process. In addition, the parties hereby irrevocably consent<br> to the binding and exclusive venue for any dispute, controversy, claim, or cause of action<br> between them arising out of or related to this Agreement being in the state or federal court<br> of competent jurisdiction that regularly conducts proceedings or has jurisdiction in Midland<br> County, Texas. Nothing in this Agreement, however, precludes either party from seeking to<br> remove a civil action from any state court to federal court.
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18.	Alternative-Dispute<br> Resolution Protocol.
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(a)	Definition<br> of Dispute. Any dispute, controversy, claim or cause of action between the parties arising<br> out of or relating to this Agreement (each, a “Dispute”), shall<br> be resolved solely in accordance with the terms of this Section 18. Notwithstanding<br> the preceding sentence, the Company may seek injunctive relief from any court of competent<br> jurisdiction for breaches of Section 6.
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(b)	Mandatory<br> Arbitration. If a Dispute is not fully resolved pursuant to Section 18(b) within<br> thirty (30) calendar days’ of submission to mediation, the Dispute may be submitted<br> by either party for definitive resolution through binding arbitration (an “Arbitration”)<br> with a single neutral arbitrator (the “Arbitrator”) mutually agreed<br> upon by the parties or otherwise selected in accordance with the Rules (as defined below)<br> in Midland, Texas. In the event the parties cannot agree on an Arbitrator, the Arbitrator<br> shall be selected by the Dallas, Texas office of the Judicial Arbitration and Mediation Services,<br> Inc. (“JAMS”) or its successor in accordance with its arbitrator<br> selection procedures. The Arbitration shall be brought before the Arbitrator and heard in<br> accordance with then-applicable JAMS Employment Arbitration Rules and Procedures (the “Rules”).<br> The arbitrator shall (i) have the authority to compel adequate discovery for the resolution<br> of the Dispute and to award such relief as would otherwise be permitted by applicable law;<br> and (ii) issue a written arbitration decision including the Arbitrator’s essential<br> findings and conclusions and a statement of the award. The Arbitrator shall determine if<br> any Dispute or issue is subject to this arbitration obligation, and to award any or all remedies<br> that either party would be entitled to seek in a court of law. The Company shall bear the<br> administrative costs and expenses of the Arbitration, including the Arbitrator’s fee,<br> and each party shall bear its own attorney’s fees and associated expenses, subject<br> to re-allocation as permitted under the Rules and applicable substantive law. Except as required<br> by law or as may be reasonably required in connection with ancillary judicial proceedings<br> to compel arbitration, to obtain temporary or preliminary judicial relief in aid of arbitration,<br> or to confirm or challenge an arbitration award, the Arbitration proceedings, including any<br> hearings, evidence, and award, shall be confidential, and the parties shall not disclose<br> any awards, any materials in the proceedings created for the purpose of the Arbitration,<br> or any documents produced by another party in the proceedings not otherwise in the public<br> domain. Judgment on any award rendered by an arbitration tribunal may be entered in any court<br> having jurisdiction thereover. Notwithstanding the foregoing, the parties may bring an action<br> or special proceeding in any court of competent jurisdiction for the purpose of compelling<br> arbitration.
(c)	Waiver<br> of Right to Jury Trial. NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT, EXECUTIVE<br> AND THE COMPANY SHALL, AND HEREBY DO, IRREVOCABLY WAIVE THE RIGHT TO TRIAL BY JURY WITH RESPECT<br> TO ANY DISPUTE AGAINST THE COMPANY OR ITS AFFILIATES ARISING OUT OF OR RELATING TO THIS AGREEMENT<br> (EITHER ALLEGED BREACH OR ENFORCEMENT).
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(d)	Confidentiality.<br> Except as required by law, Executive and the Company agree that all aspects of any arbitration<br> or mediation proceeding arising under or relating to this Agreement, including, without limitation,<br> all filings, evidence, testimony, transcripts, briefs, settlement discussions, rulings, and<br> any final award or order, shall be kept strictly confidential. Neither the Company nor Executive<br> shall, directly or indirectly, disclose, publish, or communicate any such information to<br> any person or entity, except: (i) to the extent required by law or court order; (ii) to Executive’s<br> spouse, or the Company’s or Executive’s respective legal counsel, tax advisors,<br> or other professional advisors who have a need to know and are bound by confidentiality obligations;<br> or (iii) as necessary to enforce or challenge the arbitration award in a court of competent<br> jurisdiction. Executive and the Company shall each take all reasonable steps to ensure compliance<br> with this confidentiality obligation and shall remain responsible for any unauthorized disclosure<br> by persons to whom disclosure is permitted under this provision.
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19.	Amendment<br> and Waiver. The provisions of this Agreement may be amended or waived only with the prior<br> written consent of the Company and Executive; provided, however, the Company<br> may modify or amend the Agreement in its sole discretion at any time without the further<br> consent of Executive in any manner necessary to comply with applicable law and regulations<br> or the listing or other requirements of any stock exchange upon which the Company or its<br> affiliate is listed. Any such amendment shall preserve the rights and benefits of Executive<br> as reasonably possible, and the Company will use reasonable efforts to consult with Executive<br> prior to and regarding any such proposed amendment. No waiver by either party of a breach<br> of any term of this Agreement will operate or be construed as a waiver of a subsequent breach<br> of the same provision by either party or of the breach of any other term or provision of<br> this Agreement, unless so stated in writing.
20.	Third-Party<br> Beneficiaries. The Company and the Company’s subsidiaries and affiliates to which<br> Executive provides services shall be included within the definition of “Company”<br> for purposes of this Agreement, are intended to be third-party beneficiaries of this Agreement,<br> and therefore may enforce this Agreement.
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21.	Representations.
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(i)	Executive:<br> Executive represents and warrants that (a) he has not previously assumed any obligations<br> inconsistent with those in this Agreement; (b) his execution of this Agreement, and his employment<br> with the Company, shall not violate any other contract or obligation between Executive and<br> any former employer or other third party; and (c) during the Employment Period, he shall<br> not use or disclose to anyone within the Company or its subsidiaries or affiliates any proprietary<br> information or trade secrets of any former employer or other third party. Executive further<br> represents and warrants that he has entered into this Agreement pursuant to his own initiative<br> and that the Company did not induce him to execute this Agreement in contravention of any<br> existing commitments. Executive further acknowledges that the Company has entered into this<br> Agreement in reliance upon the foregoing representations of Executive.
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(ii)	Company:<br> The Company represents and warrants that (a) it has not previously assumed any obligations<br> inconsistent with those in this Agreement; (b) the execution of this Agreement, the employment<br> of the Executive and the provision of the compensation, benefits or awards referenced hereunder<br> shall not violate any other contract or obligation between the Company and any other third<br> party.
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[SIGNATURES ON FOLLOWING PAGE]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth below to be effective as of the date first written above.

NEW ERA ENERGY & DIGITAL, INC.
By:	/s/ Charles Nelson
Name:	Charles Nelson
Title:	President and Chief Operating Officer
Dated:	1/29/2026
E. WILL GRAY II
/s/ E. Will Gray<br> II
Dated: 1/29/2026

EXHIBITA

RELEASE

GeneralRelease Agreement

This General Release Agreement (this “Agreement”) constitutes the Release referred to in that certain Employment Agreement (the “Employment Agreement”) effective as of January 1, 2026, by and among New Era Energy & Digital, Inc., a Nevada corporation (the “Company”), and E. Will Gray II (“Employee”).

THISRELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY,OF ANY OF THE RELEASED PARTIES.

IN WITNESS WHEREOF, the Employee has executed this Agreement as of the date written below.

E. WILL GRAY II
Dated:

Exhibit 10.6

Execution Version

New Era Energy & Digital, Inc.Performance Award Agreement

You have been selected to receive a Performance Award pursuant to the New Era Helium Corp. 2024 Equity Incentive Plan (the “Plan”) as specified below:

Participant: E. Will Gray II

Date of Grant: January 28, 2026

Number of Performance Shares Granted: 3,664,036

This Agreement, Exhibit A and the Plan collectively provide a complete description of the terms and conditions governing the Performance Shares granted hereunder. If there is any inconsistency between the terms of this Agreement, on the one hand, and the terms of the Plan, on the other hand, the Plan’s terms shall control. All capitalized terms used herein shall have the meanings ascribed to them in the Plan unless specifically set forth otherwise herein. This grant of Performance Shares shall not confer any right to the Participant (or any other Participant) to be granted Performance Shares or other awards in the future under the Plan.

1. Grant of Performance Shares.

2. Issuance of the Shares; Cash Settlement.

(a) Each Performance Share granted hereunder that vests shall entitle the Participant 1 to receive one (1) Share, subject to adjustment in accordance with Section 15 of the Plan. Notwithstanding anything to the contrary in this Agreement, if as of any date any Performance Shares granted hereunder become vested, sufficient Shares are not then available for issuance under the Plan to settle all such Performance Shares, then the Company shall first settle as many Performance Shares as possible in Shares under the Plan, and any remaining Performance Shares that cannot be settled in Shares shall, in lieu of Share delivery, be settled in cash equal to the Fair Market Value of one Share as of such applicable vesting date multiplied by the number of Performance Shares that cannot be settled as Shares.

(b) The Company shall issue or deliver Shares (or pay cash) to the Participant (or, in the event the issuance or delivery of Shares occurs after the Participant’s death, to the person or persons that have been named as the Participant’s beneficiary as contemplated by Section 7 of this Agreement or to the person or persons that have acquired rights to such Performance Shares by will or the laws of descent and distribution) to settle vested Performance Shares granted hereunder on or as promptly as practicable following the date such Performance Shares become vested in accordance with the terms of this Agreement, but in no event later than the end of the calendar year during which the Committee certifies achievement of the applicable Management Objectives or, if later, the date that is two and a half months following the date on which the Committee certifies achievement of the applicable Management Objectives.

(c) Except to the extent determined by the Committee and permitted by the Plan and applicable law, the Company may not issue or deliver Shares (or pay cash) to the Participant in respect of the Performance Shares granted hereunder at a time earlier than otherwise expressly provided in this Agreement.

3. No Rights as Stockholder.

4. Cessation of Employment.

(a) ByDeath or Disability; Termination Other Than For Cause; Termination For Good Reason. In the event the Participant ceases to be an Employee prior to the date the Performance Shares are fully vested by reason of: (i) death, (ii) Disability, (iii) the Company (or any affiliate thereof) terminating the Participant’s employment for any reason other than for Cause (as defined in Section 10 of this Agreement), or (iv) the Participant terminating his or her employment for Good Reason (as defined in Section 10 of this Agreement), the number of Performance Shares granted hereunder that will vest will be determined in the following manner: (A) the Time Condition (as defined on Exhibit A) shall be deemed satisfied in full, and (B) one additional Performance Tranche for which the applicable Objective Condition(s) had not yet been achieved as of the date the Participant ceases to be an Employee, if any, will be deemed vested in full. Any Performance Shares with respect to a Performance Tranche which is not vested in accordance with this Section 4(a) will be forfeited in full on the date the Participant ceases to be an Employee. The Company shall issue or deliver the Shares (or pay cash) with respect to vested Performance Shares in accordance with Section 2(b) of this Agreement.

5. Changein Control. In the event of a Change in Control prior to the date the Performance Shares are fully vested while the Participant continues to be an Employee, all Performance Shares shall fully vest and the Company shall issue and deliver the Shares underlying such Performance Shares (or pay cash) to the Participant in accordance with Section 2(b) of this Agreement.

9. Miscellaneous.

(b) In accordance with Section 20 of the Plan, the Board may terminate, amend or 3 modify the Plan.

(c) The Participant shall be obligated to pay to the Company or make arrangements satisfactory to the Committee for payment of any federal, state and local taxes (including the Participant’s FICA obligation), whether domestic or foreign, required by law to be withheld on account of any event under this Agreement. The Company shall have the power and the right to deduct or withhold from the Participant’s compensation an amount sufficient to satisfy federal, state and local taxes (including the Participant’s FICA obligation), whether domestic or foreign, required by law to be withheld with respect to any event under this Agreement. Notwithstanding the above, unless otherwise determined by the Committee, the Company will withhold Shares (or cash) otherwise to be issued or delivered to settle vested Performance Shares having an aggregate fair market value on the date the tax is to be determined equal to the amount required to be withheld. Such withholding shall be subject to any procedural rules adopted by the Committee with respect thereto.

(f) This Agreement shall be governed by and construed in accordance with the internal substantive laws of the State of Nevada.

(i) This Agreement and the Plan are intended to be exempt from or comply with Section 409A of the Code, and all provisions of this Agreement and the Plan shall be administered, construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A of the Code. To the extent that the Performance Shares, or the issuance or delivery of the Shares underlying the Performance Shares (or payment of cash) are subject to Section 409A of the Code, the Performance Shares shall be awarded and any Shares (or cash) in respect thereof shall be issued or delivered in a manner that will comply with Section 409A of the Code, including proposed, temporary or final regulations or any other guidance issued by the Secretary of the Treasury and the Internal Revenue Service with respect thereto. Notwithstanding any provision of this Agreement to the contrary, in light of the uncertainty with respect to the proper application of Section 409A of the Code, the Company reserves the right to make amendments to this Agreement as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A of the Code. In any case, the Participant shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed in connection with this Agreement (including any taxes and penalties under Section 409A of the Code), and neither the Company nor any affiliate of the Company shall have any obligation to indemnify or otherwise hold the Participant harmless from any or all of such taxes or penalties. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A of the Code. Notwithstanding any other provision to the contrary, to the extent that any payment described in this Agreement constitutes a “deferral of compensation” subject to Section 409A of the Code (after taking into account to the maximum extent possible any applicable exemptions) treated as payable upon a “separation from service” (as defined in Section 409A of the Code), then, if on the date of the Participant’s separation from service, the Participant is a “specified employee” (as defined in Section 409A of the Code and using the identification methodology selected by the Company from time to time), to the extent required for the Participant not to incur additional taxes pursuant to Section 409A of the Code, then such payment will be made to the Participant on the earlier of (i) the first business day following the six-month anniversary of the Participant’s separation from service or (ii) the Participant’s death. Notwithstanding any other provision to the contrary, a termination or cessation of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of “deferred compensation” upon or following a termination or cessation of employment unless such termination is also a “separation from service” from the Company, and, for purposes of any such provision of this Agreement, references to “employment termination,” “termination of employment,” “employment cessation,” “cessation of employment” or like terms shall mean “separation from service.”

10. Definitions.

(b) “GoodReason” shall mean the Participant’s termination of his employment with the Company or any affiliate as result of any of the following without the Participant’s consent: (i) a decrease in the Participant’s base salary; (ii) any action or inaction that results in a material breach of any agreement between the Company and the Participant by the Company; (iii) any material diminution in the Participant’s position, duties, authority, or responsibilities; or (iv) a requirement that the Participant work full-time from an office that is more than fifty (50) miles from Midland, Texas. Notwithstanding the foregoing, no termination of employment by the Participant shall constitute a termination for “Good Reason” unless (A) the Participant gives the Company notice of the existence of an event described above within sixty (60) days following the initial occurrence thereof; (B) the Company does not remedy such event within thirty (30) days of receiving the notice described in the preceding clause (A); and (C) the Participant terminates employment within ninety (90) days of the end of the cure period specified in clause (B) above.

IN WITNESS WHEREOF, this Performance Award Agreement has been executed as of the date first written above.

COMPANY:
New Era Energy & Digital, Inc., a Nevada corporation
By:	/s/ Charles Nelson
Name:	Charles Nelson
Title:	President and Chief Operating Officer
PARTICIPANT:
/s/ E. Will Gray II
E. WILL GRAY II

Exhibit A

Management Objectives

The Performance Shares shall be divided into three tranches as set forth in the table below (each a “Performance Tranche,” and collectively, the “PerformanceTranches”).

Time Condition

Objective Conditions

Performance Tranche	Objective Conditions
Tranche 1—25% of Performance Shares	The Company (or any affiliate thereof) enters into a binding commercial agreement with a hyperscaler at a campus producing at least 200 megawatts (“MW”).
Tranche 2—25% of Performance Shares	The Company (or any affiliate thereof) has achieved a final financial closing at a data center campus producing at least 200 MW.
Tranche 3—50% of Performance Shares	The Company (or any affiliate thereof)<br> successfully commences operations of at least one data center campus producing at least 200 MW that is fully leased and has a target asset<br> level revenue of at least $100 million annually.<br><br> <br><br><br> <br>AND<br><br> <br><br><br> <br>The volume-weighted average closing<br> price of the Shares over any 90 day period during the Performance Period is at least $15.00 (“TSR Condition”). For<br> the avoidance of doubt, if the volume-weighted average closing price of the Shares reaches the applicable target during the Performance<br> Period but later drops below the applicable target, the TSR Condition will remain achieved.

Exhibit 10.7

Execution Version

New Era Energy & Digital, Inc.

Restricted Stock Unit Award Agreement

You have been selected to receive a grant of Restricted Stock Units pursuant to the New Era Helium Corp. 2024 Equity Incentive Plan (the “Plan”) as specified below:

Participant: E. Will Gray II

Date of Grant: January 28, 2026

Number of Restricted Stock Units Granted: 1,221,345

This Agreement and the Plan collectively provide a complete description of the terms and conditions governing the RSUs granted hereunder. If there is any inconsistency between the terms of this Agreement, on the one hand, and the terms of the Plan, on the other hand, the Plan’s terms shall control. All capitalized terms used herein shall have the meanings ascribed to them in the Plan unless specifically set forth otherwise herein. This grant of RSUs shall not confer any right to the Participant (or any other Participant) to be granted RSUs or other awards in the future under the Plan.

2. Issuanceof the Shares; Cash Settlement.

(a) Each RSU granted hereunder that vests shall entitle the Participant to receive one (1) Share, subject to adjustment in accordance with Section 15 of the Plan. Notwithstanding anything to the contrary in this Agreement, if as of any date any RSUs granted hereunder become vested, sufficient Shares are not then available for issuance under the Plan to settle all such RSUs, then the Company shall first settle as many RSUs as possible in Shares under the Plan, and any remaining RSUs that cannot be settled in Shares shall, in lieu of Share delivery, be settled in cash equal to the Fair Market Value of one Share as of such applicable vesting date multiplied by the number of RSUs that cannot be settled as Shares.

(b) The Company shall issue or deliver Shares (or pay cash) to the Participant (or, in the event the issuance or delivery of Shares occurs after the Participant’s death, to the person or persons that have been named as the Participant’s beneficiary as contemplated by Section 7 of this Agreement or to the person or persons that have acquired rights to such RSUs by will or the laws of descent and distribution) to settle vested RSUs granted hereunder on or as promptly as practicable following the date such RSUs become vested in accordance with the terms of this Agreement, but in no event later than March 15 of the calendar year following the calendar year in which the RSUs become vested.

(c) Except to the extent determined by the Committee and permitted by the Plan and applicable law, the Company may not issue or deliver Shares (or pay cash) to the Participant in respect of the RSUs granted hereunder at a time earlier than otherwise expressly provided in this Agreement.

3. No Rights as Stockholder.

4. Cessation of Employment.

(a) ByDeath. In the event the Participant ceases to be an Employee by reason of death prior to the final vesting date in accordance with the Vesting Schedule set forth above, all RSUs granted hereunder shall become 100% vested on the date of death, and the Company shall issue or deliver the Shares underlying such RSUs (or pay cash) to the Participant or other appropriate person in accordance with Section 2(b) of this Agreement.

(b) ByDisability. In the event the Participant ceases to be an Employee due to Disability prior to the final vesting date in accordance with the Vesting Schedule set forth above, all RSUs granted hereunder and held by the Participant at the time of the termination due to Disability shall become 100% vested, and the Company shall issue or deliver the Shares underlying such RSUs (or pay cash) to the Participant in accordance with Section 2(b) of this Agreement.

(c) InvoluntaryTermination Other Than For Cause; Termination For Good Reason. In the event the Participant ceases to be an Employee prior to the final vesting date in accordance with the Vesting Schedule set forth above because either (i) the Company (or any affiliate thereof) terminates such employment for any reason other than for Cause (as defined in Section 10 of this Agreement) or (ii) the Participant terminates his or her employment for Good Reason (as defined in Section 10 of this Agreement), all RSUs granted hereunder and held by the Participant at the time of such employment termination shall become 100% vested, and the Company shall issue or deliver the Shares underlying such RSUs (or pay cash) in accordance with Section 2(b) of this Agreement.

(d) ForOther Reasons. In the event the Participant ceases to be an Employee for any reason other than a reason set forth in Section 4(a), 4(b) or 4(c) of this Agreement prior to the final vesting date in accordance with the Vesting Schedule set forth above, all unvested RSUs granted hereunder and held by the Participant at the time of employment cessation shall be forfeited by the Participant.

5. Changein Control. In the event of a Change in Control prior to the final vesting date in accordance with the Vesting Schedule set forth above while the Participant continues to be an Employee, all RSUs granted hereunder and held by the Participant at the time of such Change in Control shall become 100% vested, and the Company shall issue and deliver the Shares underlying such RSUs (or pay cash) to the Participant in accordance with Section 2(b) of this Agreement.

9. Miscellaneous.

(b) In accordance with Section 20 of the Plan, the Board may terminate, amend or modify the Plan.

(c) The Participant shall be obligated to pay to the Company or make arrangements satisfactory to the Committee for payment of any federal, state and local taxes (including the Participant’s FICA obligation), whether domestic or foreign, required by law to be withheld on account of any event under this Agreement. The Company shall have the power and the right to deduct or withhold from the Participant’s compensation an amount sufficient to satisfy federal, state and local taxes (including the Participant’s FICA obligation), whether domestic or foreign, required by law to be withheld with respect to any event under this Agreement. Notwithstanding the above, unless otherwise determined by the Committee, the Company will withhold Shares (or cash) otherwise to be issued or delivered to settle vested RSUs having an aggregate fair market value on the date the tax is to be determined equal to the amount required to be withheld. Such withholding shall be subject to any procedural rules adopted by the Committee with respect thereto.

(f) This Agreement shall be governed by and construed in accordance with the internal substantive laws of the State of Nevada.

(i) This Agreement and the Plan are intended to be exempt from or comply with Section 409A of the Code, and all provisions of this Agreement and the Plan shall be administered, construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A of the Code. To the extent that the RSUs, or the issuance or delivery of the Shares underlying the RSUs (or payment of cash) are subject to Section 409A of the Code, the RSUs shall be awarded and any Shares (or cash) in respect thereof shall be issued or delivered in a manner that will comply with Section 409A of the Code, including proposed, temporary or final regulations or any other guidance issued by the Secretary of the Treasury and the Internal Revenue Service with respect thereto. Notwithstanding any provision of this Agreement to the contrary, in light of the uncertainty with respect to the proper application of Section 409A of the Code, the Company reserves the right to make amendments to this Agreement as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A of the Code. In any case, the Participant shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed in connection with this Agreement (including any taxes and penalties under Section 409A of the Code), and neither the Company nor any affiliate thereof shall have any obligation to indemnify or otherwise hold the Participant harmless from any or all of such taxes or penalties. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A of the Code. Notwithstanding any other provision to the contrary, to the extent that any payment described in this Agreement constitutes a “deferral of compensation” subject to Section 409A of the Code (after taking into account to the maximum extent possible any applicable exemptions) treated as payable upon a “separation from service” (as defined in Section 409A of the Code), then, if on the date of the Participant’s separation from service, the Participant is a “specified employee” (as defined in Section 409A of the Code and using the identification methodology selected by the Company from time to time), to the extent required for the Participant not to incur additional taxes pursuant to Section 409A of the Code, then such payment will be made to the Participant on the earlier of (i) the first business day following the six-month anniversary of the Participant’s separation from service or (ii) the Participant’s death. Notwithstanding any other provision to the contrary, a termination or cessation of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of “deferred compensation” upon or following a termination or cessation of employment unless such termination is also a “separation from service” from the Company, and, for purposes of any such provision of this Agreement, references to “employment termination,” “termination of employment,” “employment cessation,” “cessation of employment” or like terms shall mean “separation from service.”

10. Definitions.

(b) “Good Reason” shall mean the Participant’s termination of his employment with the Company or any affiliate as result of any of the following without the Participant’s consent: (i) a decrease in the Participant’s base salary; (ii) any action or inaction that results in a material breach of any agreement between the Company and the Participant by the Company; (iii) any material diminution in the Participant’s position, duties, authority, or responsibilities; or (iv) a requirement that the Participant work full-time from an office that is more than fifty (50) miles from Midland, Texas. Notwithstanding the foregoing, no termination of employment by the Participant shall constitute a termination for “Good Reason” unless (A) the Participant gives the Company notice of the existence of an event described above within sixty (60) days following the initial occurrence thereof; (B) the Company does not remedy such event within thirty (30) days of receiving the notice described in the preceding clause (A); and (C) the Participant terminates employment within ninety (90) days of the end of the cure period specified in clause (B) above.

IN WITNESS WHEREOF, this Restricted Stock Unit Award Agreement has been executed as of the date first written above.

COMPANY:
New Era Energy & Digital, Inc., a Nevada corporation
By:	/s/ Charles Nelson
Name:	Charles Nelson
Title:	President and Chief Operating Officer
PARTICIPANT:
/s/ E. Will Gray II
E. WILL GRAY II

Exhibit 99.1

New Era Energy & Digital Appoints CharlieNelson as President and Chief Operating Officer and Announces Grant of Employment Inducement Awards

MIDLAND, Texas–February 2, 2026. New Era Energy & Digital, Inc. (Nasdaq: NUAI) (“New Era” or the “Company”), a developer and operator of next-generation digital infrastructure and integrated power assets in the Permian Basin, today announced that its Board of Directors has unanimously approved the appointment of Charles (“Charlie”) Nelson as President and Chief Operating Officer, effective January 28, 2026.

Charlie joins the company in a full-time capacity from the board, of which he has served on since December of 2024. In July of 2025, Charlie transitioned from independent director to executive director and has since been instrumental in the corporate transformation of New Era in the digital infrastructure space. He brings a depth of experience in developing, funding, building, and operating growth platforms for large scale infrastructure development ranging from pipelines, gas processing and power, terminals, fuels, and chemicals. His background includes also includes developing, commercializing, modularization, and scaling new hard-tech across various sectors.

Charlie Nelson, President and COO of New Era Energy & Digital commented: “I am thrilled and honored to be joining at such a crucial moment in the Company’s evolution. As we shift from development phase into execution and growth, we have our focus squarely set on creating an engine for delivering shareholder value through high quality cash flowing assets. The future is bright for New Era as it is now well positioned to become a repeatable powerful platform for growth in the digital infrastructure space.”

E. Will Gray II, CEO of New Era Energy & Digital, commented: “New Era would not be where it is today without Charlie’s dedication, drive, and vision. His experience across data center and infrastructure development, both globally and within key regional markets, makes him uniquely qualified to lead the Company alongside me at this stage. As we advance TCDC as a power-first data center development, execution discipline will determine our success, and Charlie brings the operational rigor needed as we enter our next phase of development and growth.”

In connection with Charlie’s commencement of employment, the Company’s Board of Directors approved two equity compensation grants to Charlie as inducement material to his acceptance of employment in the form of time-vesting restricted stock units that relate to 1,221,345 shares of the Company’s common stock (the “RSUs”) and performance-vesting restricted stock units that relate to 3,664,036 shares of the Company’s common stock (the “PSUs”). These equity compensation awards are consistent with the Company’s compensation philosophy of aligning executive compensation with stockholder interests through long-term and performance-based equity compensation designed to incentivize long-term value creation.

The RSUs vest ratably on a monthly basis over a four-year period conditioned on Charlie’s continued employment with the Company as of each applicable vesting date. The PSUs vest based on successful achievement of the applicable performance criteria during the period beginning on the date of grant and ending on December 31, 2030 and are also subject to time-based vesting on a monthly basis over a four-year period conditioned on Charlie’s continued employment with the Company as of each applicable vesting date. The PSUs consist of: (i) 916,009 PSUs that vest based on the Company entering into a binding commercial agreement with a hyperscaler with minimum production of 200 megawatts; (ii) 916,009 PSUs that vest based on the Company achieving a final financial closing at a data center campus producing 200 megawatts; and (iii) 1,832,018 PSUs that vest based on: (A) the Company commencing operations of at least one data center campus producing at least 200 megawatts that is fully leased and has a target asset level revenue of at least $100 million annually, and (B) the volume-weighted average closing price of the Company’s common stock over any 90-day period during the performance period being at least $15.00.

The RSUs and PSUs are intended to be inducement awards under Rule 5635(c)(4) of the Nasdaq Listing Rules and were granted outside of the Company’s 2024 Equity Incentive Plan (the “Plan”). Although the PSUs and RSUs were granted outside of the Plan, the PSUs and RSUs are subject to the terms of the Plan.

About New Era Energy & Digital, Inc.

New Era Energy & Digital, Inc. (Nasdaq: NUAI) is a developer and operator of next-generation digital infrastructure and integrated power assets. The Company is developing Texas Critical Data Centers LLC (“TCDC”), a 438-acre, large-scale AI and high-performance computing data center campus located in Ector County, outside Odessa, Texas. TCDC is master-planned as a multi-phase development, with anticipated capacity scaling to 1+ gigawatt over time. With a growing portfolio of strategically located, vertically integrated resources including powered land and powered shells, the Company delivers turnkey solutions that enable hyperscale, enterprise, and edge operators to accelerate data center deployment, optimize total cost of ownership, and future-proof their infrastructure investments. For more information, visit: www.newerainfra.ai, and follow New Era Energy & Digital on LinkedIn and X.

Contacts

New Era Energy & Digital, Inc. Investor and Media Contact:

Investor Relations

Jonathan.Paterson@harbor-access.com

Tel: +1 475 477 9401

Cautionary Note Regarding Forward-Looking Statements

This press release contains “forward-looking statements.” Forward-looking statements reflect the current view about future events. When used in this press release, the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan” or the negative of these terms and similar expressions, as they relate to us or our management, identify forward-looking statements. Such statements include, but are not limited to, statements contained in this press release relating to our business strategy, our future operating results and liquidity and capital resources outlook. Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. They are neither statements of historical fact nor guarantees of assurance of future performance. We caution you therefore against relying on any of these forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, without limitation: (a) our ability to effectively operate our business segments; (b) our ability to manage our research, development, expansion, growth and operating expenses; (c) our ability to evaluate and measure our business, prospects and performance metrics; (d) our ability to compete, directly and indirectly, and succeed in a highly competitive and evolving industry; (e) our ability to respond and adapt to changes in technology and customer behavior; (f) our ability to protect our intellectual property and to develop, maintain and enhance a strong brand; and (g) other factors (including the risks contained in the “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024). Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.