Form 8-K

8-K — New ERA Energy & Digital, Inc.

Accession: 0001213900-26-045200

Filed: 2026-04-17

Period: 2026-04-14

CIK: 0002028336

SIC: 1311 (CRUDE PETROLEUM & NATURAL GAS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0286767-8k_newera.htm (Primary)

EX-10.1 — EMPLOYMENT AGREEMENT, DATED APRIL 28, 2026, BY AND BETWEEN THE COMPANY AND ANDREW CASAZZA (ea028676701ex10-1.htm)

EX-10.2 — RESTRICTED STOCK UNIT AWARD AGREEMENT, DATED APRIL 28, 2026, BY AND BETWEEN THE COMPANY AND ANDREW CASAZZA (ea028676701ex10-2.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

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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

April

14, 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 or Other Jurisdiction

of Incorporation)

(Commission File Number)

(I.R.S. Employer

Identification Number)

200 N. Loraine Street, Suite 1324

Midland, TX

79701

(Address of Principal Executive

Offices)

(Zip 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 communications

pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant

to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications

pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement 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 Stock

NUAI

The Nasdaq Stock Market

LLC

Warrants

NUAIW

The 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 ☒

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. ☐

Item

5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of

Certain Officers.

Appointment

of Chief Corporate Officer

April 17, 2026, New Era Energy & Digital, Inc. (the “Company”) announced that on April 14, 2026, the Board of

Directors (the “Board”) of the Company appointed Andrew Casazza to serve as Chief Corporate Officer of the Company,

effective April 28, 2026.

Mr.

Casazza, age 58, served as co-founder, chief financial officer and a board member for Windy Cove Energy II and Pure Earth Plasma Holdings,

since 2017 and 2021, respectively. Mr. Casazza has a B.A. from Claremont McKenna College.

There

are no arrangements or understandings between Mr. Casazza and any other person pursuant to which Mr. Casazza was selected to serve as

the Company’s Chief Corporate Officer. Mr. Casazza 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. Casazza has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Casazza

Employment Agreement

connection with Mr. Casazza’s appointment as Chief Corporate Officer, the Company and Mr. Casazza entered into an employment agreement

(the “Casazza Employment Agreement”), effective April 28, 2026. Under the Casazza Employment Agreement, Mr. Casazza’s

annual base salary is $415,000, subject to adjustment by the Compensation Committee of the Board (the “Compensation Committee”).

Mr. Casazza 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. Casazza 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. Casazza 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.

the event of a termination by the Company without Cause or a termination by Mr. Casazza for Good Reason at any time before a Change in

Control (as such terms are defined in the Employment Agreement), the Company will pay to Mr. Casazza: (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 Casazza 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.

the event of a termination by the Company without Cause or a termination by Mr. Casazza for Good Reason on or after a Change in Control,

the Company will pay to Mr. Casazza: (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 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. Severance payments described above are contingent upon the execution of a release of claims against the

Company.

The

Casazza Employment Agreement also contains certain restrictive covenants, including non-competition, confidentiality and non-disparagement

covenants, a covenant not to 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.

Casazza

RSU Award Agreement

Mr.

Casazza was also granted an award of restricted stock units (“RSUs”) covering a total of 400,000 shares of the Company’s

common stock which shall vest each month over a four-year period beginning on April 28, 2026 subject to Mr. Casazza’s continued

employment with the Company and in accordance with the terms set forth in the Restricted Stock Unit Award Agreement, dated as of April

28, 2026, by and between the Company and Mr. Casazza (the “Casazza RSU Agreement”). The RSUs are intended to serve

as inducement grants, and were not granted pursuant to the Plan.

The

foregoing descriptions of the Casazza Employment Agreement and Casazza RSU Agreement do not purport to be complete and are qualified

in their entirety by reference to the Casazza Employment Agreement and Casazza RSU Agreement, copies of which are filed herewith as Exhibits

10.1 and 10.2, respectively, and are incorporated by reference herein.

Item 7.01. Regulation FD Disclosure.

The Company currently expects that its flagship

project, Texas Critical Data Centers LLC, will have the potential to support up to approximately 1.4 GW of gross power production.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits

EXHIBIT

DESCRIPTION

10.1

Employment Agreement, dated April 28, 2026, by and between the Company and Andrew Casazza.

10.2

Restricted Stock Unit Award Agreement, dated April 28, 2026, by and between the Company and Andrew Casazza.

104

Cover Page Interactive Data File (embedded within the

Inline XBRL document).

Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking

statements.” Forward-looking statements reflect the current view about future events. When used in this Current Report on Form 8-K,

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. 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, the risks contained in the “Risk Factors” section of

our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. 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.

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.

NEW ERA ENERGY & DIGITAL, INC.

Date: April 17, 2026

By:

/s/ E. Will

Gray II

E. Will Gray II

Chief Executive Officer

EX-10.1 — EMPLOYMENT AGREEMENT, DATED APRIL 28, 2026, BY AND BETWEEN THE COMPANY AND ANDREW CASAZZA

EX-10.1

Filename: ea028676701ex10-1.htm · Sequence: 2

Exhibit 10.1

Execution Version

EMPLOYMENT

AGREEMENT

This

Employment Agreement (this “Agreement”) is entered into effective as of April 28, 2026 (the “Effective

Date”), between New Era Energy & Digital, Inc., a Nevada corporation (the “Company”), and

Andy Casazza (“Executive”).

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 Executive accepts employment with the Company as

of the Effective Date, upon the terms and conditions set forth in this Agreement for the

period beginning on the Effective Date and ending upon Executive’s termination of employment

for any reason (such period of employment, the “Employment Period”).

2. Position

and Duties. During the Employment Period, Executive shall serve as the Chief Corporate

Officer of the Company, reporting to the Chief Executive Officer and the President of the

Company, and shall have the normal duties, responsibilities and authority of an executive

serving in such position, subject to the power of the Chief Executive Officer, the President

and Board of Directors of the Company (the “Board”) to expand or

limit such duties, responsibilities and authority, either generally or in specific instances.

During the Employment Period, Executive shall devote Executive’s best efforts and Executive’s

full business time and attention (except for permitted vacation periods, reasonable periods

of illness or other incapacity) to the business and affairs of the Company, its subsidiaries

and affiliates. During the Employment Period, Executive shall owe a fiduciary duty of loyalty,

fidelity, and allegiance to act in the best interests of the Company and each of its subsidiaries

and affiliates to which he provides services, and to not act in a manner that would materially

injure their business, interests, or reputations. In keeping with these duties, Executive

shall make full disclosure to the Chief Executive Officer and the President of the Company

of all Business Opportunities and not appropriate for his own benefit any such Business Opportunities.

For purposes of this Agreement, “Business Opportunities” shall

mean all material business ideas, prospects, proposals, and other opportunities pertaining

to the Business of the Company and its subsidiaries and affiliates that come to Executive’s

attention during the Employment Period that he determines, while acting reasonably in good

faith and as a fiduciary to the Company, should be further considered by the Board.

3. Compensation

and Benefits.

(a) Base

Salary. The Company agrees to pay Executive a base salary (the “Base Salary”)

during the Employment Period in installments based on the Company’s practices as may

be in effect from time to time. Executive’s Base Salary shall initially be at the rate

of $415,000.00 per year and shall be subject to adjustment by the Compensation Committee

of the Board (the “Committee”).

(b) Target

Bonus. During the Employment Period, Executive will be eligible to earn an annual target

bonus of up to forty percent (40%) of the Base Salary (the “Target Bonus”),

based on the achievement of specified performance goals (as determined in good faith by the

Committee); provided, however, that Executive shall not be eligible for any

such Target Bonus for a calendar year unless Executive remains in the continuous employ of

the Company until the date such bonus is paid (except as otherwise set forth herein). Any

Target Bonus earned pursuant to this Section 3(b) shall be paid to Executive in a

single lump sum following receipt of the Company’s audited financial statements, but

in any event such Target Bonus will be paid by March 15th of the calendar year

following the calendar year for which such Target Bonus was earned.

Benefits Package. Executive shall be entitled during the Employment Period to participate,

on the same basis as other executives of the Company, in those employee benefit programs,

for which substantially all of the executives of the Company are from time to time generally

eligible (including insurance and other benefits, but excluding, except as provided in Section

5(b), any severance pay programs or policies of the Company), as determined from time

to time by the Board. Such employee benefits will be governed by the applicable plan documents,

insurance policies, or employment policies, and may be modified, suspended, or revoked in

accordance with the terms of the applicable documents or policies without violating this

Agreement.

(d) Equity

Compensation Plan. Executive may be eligible to receive grants of equity, equity-based

or similar compensation awards pursuant to the Company’s Equity Incentive Plan or otherwise

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 and will be subject to the terms of the Company’s

Equity Incentive Plan (if applicable) and such award agreement under all circumstances (including

in connection with Executive’s termination of employment).

(e) Business

Expenses. The Company shall reimburse Executive for all reasonable expenses incurred

by Executive during the Employment Period in the course of performing Executive’s duties

under this Agreement that are consistent with the Company’s policies as in effect from

time to time with respect to travel, entertainment and other business expenses, subject to

the Company’s requirements applicable generally with respect to reporting and documentation

of such expenses.

4. Notice

of Termination. The Company may terminate Executive’s employment at any time. Executive

may voluntarily terminate his employment without Good Reason with ninety (90) days’

advance notice or for Good Reason in accordance with the procedures set forth in Section

7(e). In the event Executive provides notice to the Company of his voluntary termination

of employment, the Company may accept such resignation, waive any remaining notice period,

and accelerate the date of Executive’s termination of employment, and any such waiver

and earlier termination of employment will not constitute a Termination Without Cause. Executive’s

employment shall also terminate on the date of his death or as a result of a Disability (as

determined by the Committee).

5. Post-Employment

Payments.

(a) Accrued

Obligations. Except as otherwise set forth in this Agreement, at the end of Executive’s

employment for any reason, Executive shall cease to have any rights to further compensation

or employee benefits except for (i) any Base Salary earned prior to Executive’s termination

of employment that remains unpaid as of such termination; (ii) any unreimbursed business

expenses incurred prior to Executive’s termination that are reimbursable in accordance

with the Company’s policies as in effect from time to time; (iii) vested benefits to

which Executive may be entitled under any employee benefit plans of the Company (or an affiliate

thereof), which vested benefits will be payable in accordance with the terms of the applicable

employee benefit plan; and (iv) pursuant to any equity compensation, equity-based or similar

award (or any portion thereof) which either vests by its terms due to the circumstances of

termination of Executive’s employment or extends by its terms beyond termination of

Executive’s employment.

(b) Severance

Benefits.

(i) Termination

Without Cause or Termination For Good Reason Before a Change in Control. Subject to Section

5(c), if the Employment Period ends on account of a Termination Without Cause or a Termination

For Good Reason at any time before a Change in Control, the Company shall pay Executive the

following payments:

(A) severance

compensation in an amount equal to one (1) multiplied by: the Base Salary, payable in equal

installments across a twelve (12)-month period based on the Company’s normal payroll

cycles;

(B) any

annual Target Bonus earned for a calendar year prior to the calendar year in which the termination

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

with Section 3(b) herein;

pro-rated portion of the Target Bonus for the year in which Executive terminates employment,

pro-rated based on the number of days that elapse during such calendar year prior to the

date of Executive’s termination of employment out of the entire calendar year (the

“Pro-Rated Bonus”), payable in equal installments in the same time

and manner as set forth in Section 5(b)(i)(A); and

(D) payment

of a lump sum amount within sixty (60) days following such termination of employment equal

to the total cost of premium payments (including both the employer and employee portions)

for twelve (12) months of coverage under the Company’s medical, dental and vision plans

for the same level of coverage Executive participated in with his dependents or family immediately

prior to Executive’s Termination Without Cause or Termination For Good Reason.

(ii) Termination

Without Cause or Termination For Good Reason on or After a Change in Control. Subject

to Section 5(c), if the Employment Period ends on account of a Termination Without

Cause or a Termination For Good Reason either on the date of consummation of a Change in

Control or within twelve (12) months following such date, the Company shall pay Executive

the following payments:

(A) severance

compensation in an amount equal to one and one-half (1.5) multiplied by: the Base Salary,

payable in a lump sum within sixty (60) days following such termination of employment;

(B) the

Prior Year Bonus, payable at the same time as paid to active employees in accordance with

Section 3(b) herein;

Pro-Rated Bonus, payable in a lump sum within sixty (60) days following such termination

of employment; and

(D) payment

of a lump sum amount within sixty (60) days following such termination of employment equal

to the total cost of premium payments (including both the employer and employee portions)

for eighteen (18) months of coverage under the Company’s medical, dental and vision

plans for the same level of coverage Executive participated in with his dependents or family

immediately prior to Executive’s Termination Without Cause or Termination For Good

Reason.

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.

Notwithstanding anything herein to the contrary, the Company shall not be obligated to make

any payment under Section 5(b) hereof unless on or prior to the sixtieth (60th) day

following the Termination Without Cause or Termination For Good Reason: (i) Executive executes

a release of all current or future claims, known or unknown, arising on or before the date

of the release against the Company and its subsidiaries and the directors, managers, officers,

employees and affiliates of any of them in a form approved by the Company in the form attached

as Exhibit A (such release, the “Release”); and (ii) Executive

does not revoke the Release and such Release becomes effective and nonrevocable.

6. Non-Competition;

Confidentiality; Non-Solicitation.

(a) Acknowledgements

and Agreements. Executive hereby acknowledges and agrees that in the performance of Executive’s

duties to the Company during the Employment Period, Executive will be brought into frequent

contact with the Company’s existing and potential customers throughout the world and

the Company’s trade secrets. Executive also agrees that trade secrets and confidential

information of the Company gained by Executive during Executive’s association with

the Company, have been developed by the Company through substantial expenditures of time,

effort and money and constitute valuable and unique property of the Company. Executive further

understands and agrees that the foregoing makes it necessary for the protection of the Company’s

business that Executive not compete with the Company during Executive’s employment

with the Company and not compete with the Company for a reasonable period thereafter, as

further provided in the following Sections.

(b) Covenants.

(i) Covenants

During Employment. While employed by the Company, Executive will not compete with the

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 its affiliates. In accordance with this restriction,

but without limiting its terms, while employed by the Company, Executive will not:

(A) enter

into or engage in any business that competes with the Company;

(B) solicit

customers, business, patronage or orders for, or sell, any products or services in competition

with, or for any business that competes with, the Company;

entice or otherwise take away any customers, business, patronage or orders of the Company

or attempt to do so; or

(D) promote

or assist, financially or otherwise, any person, firm, association, partnership, corporation

or other entity engaged in any business that competes with the Company.

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

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

provided services to the Company during the Employment Period that competes with the Company

within the Restricted Territory;

(B) solicit

customers, business, patronage or orders for, or sell, any products or services in competition

with, or for any business that competes with, the Company within the Restricted Territory;

entice or otherwise take away any customers, business, patronage or orders of the Company

within the Restricted Territory, or attempt to do so; or

(D) promote

or assist, financially or otherwise, in any capacity which is similar to the capacity in

which Executive provided services to the Company during the Employment Period any person,

firm, association, partnership, corporation or other entity engaged in any business that

competes with the Company within the Restricted Territory.

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

in Section 6(b)(i) and Section 6(b)(ii) if Executive engages in any or all

of the activities set forth therein directly as an individual on Executive’s own account,

or indirectly as a partner, joint venturer, employee, agent, salesperson, consultant, officer

or director of any firm, association, partnership, corporation or other entity, or as a stockholder

of any corporation in which Executive or Executive’s spouse, child or parent owns,

directly or indirectly, individually or in the aggregate, more than five percent (5%) of

the outstanding stock. Notwithstanding any provision of this Section 6(b) to the contrary,

any passive investment by Executive in a publicly traded company of two percent (2%) or less

of such company’s outstanding stock shall not be a violation of this Section 6(b).

(iv) Tolling.

If it shall be judicially determined that Executive has violated this Section 6(b),

then the period applicable to each obligation that Executive shall have been determined to

have violated shall automatically be extended by a period of time equal in length to the

period during which such violation(s) occurred.

For the purposes of Section 6 and Section 7(c), the Company shall include any

and all direct and indirect subsidiary, parent, affiliated, or related companies of the Company

for which Executive worked, had responsibility, or had access to confidential information

at the time of termination of his employment and at any time during the two (2)-year period

prior to such termination.

(d) Non-Solicitation.

Executive will not directly or indirectly at any time during the period of Executive’s

employment or the two (2)-year period thereafter attempt to disrupt, damage, impair or interfere

with the Company by raiding any of the Company’s employees or soliciting any of them

to resign from their employment by the Company, or by disrupting the relationship between

the Company and any of its consultants, agents, representatives or vendors. Executive acknowledges

that this covenant is necessary to enable the Company to maintain a stable workforce and

remain in business. Notwithstanding any provision in this Section 6(d) to the contrary,

the post-termination prohibitions in the preceding sentence shall be limited to Company employees,

consultants, agents, representatives, and vendors with whom Executive had material business

contact with on behalf of the Company, or about whom Executive received from the Company

confidential information, during the last two years of the Employment Period.

(e) Non-Disparagement.

During the Employment Period and for a period of two (2) years thereafter, Executive agrees

not to disparage or authorize to be made any written or oral disparagement of the Company

or any of its past, present or future shareholders (equityholders), directors, accounting

firms, third party investigators, attorneys, officers, employees, or agents or any aspect

of Executive’s employment with the Company or termination thereof except to the extent

required by applicable law. Notwithstanding the foregoing, (i) truthful statements necessary

to be made in the good faith performance of Executive’s duties for the Company, (ii)

reporting any actions or inactions to a governmental agency that Executive 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).

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).

the same time that this Agreement is signed, Executive will sign the Acknowledgement of Notice of Restrictive Covenants attached hereto

as Exhibit B 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,

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.

(ii) Return

of Property. Executive agrees that upon termination of Executive’s employment with

the Company for any reason, Executive shall return to the Company all property of the Company

without being intentionally damaged, including without limitation, any Company-provided laptop,

cell phone, keys or keycards, work papers, reports, drawings, photographs, negatives, prototypes,

and the originals and all copies of any materials that contain, reflect, summarize, describe,

analyze or refer or relate to any items of information listed in Section 6(f)(i),

whether in hard copy or generated and maintained on any form of electronic media. In the

event that such items are not so returned, the Company will have the right to charge Executive

for all reasonable damages, 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”)

provides that an individual shall not be held criminally or civilly liable under any federal

or state trade secret law for the disclosure of a trade secret that (A) is made (1) in confidence

to a federal, state, or local government official, either directly or indirectly, 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 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 who

files a lawsuit for retaliation by an employer for reporting a suspected violation of law

may disclose the trade secret to the attorney of the individual and use the trade secret

information in the court proceeding, if the individual (x) files any document containing

the trade secret under seal and (y) does not disclose the trade secret, except pursuant to

court order.

(g) Discoveries

and Inventions; Work Made for Hire.

(i) Executive

agrees that upon conception or development of any idea, discovery, invention, improvement,

software, writing or other material or design that:

(A) relates

to the business of the Company;

(B) relates

to the Company’s actual or demonstrably anticipated research or development; or

from any work performed by Executive for the Company, Executive does hereby assign to the

Company the entire right, title and interest in and to any such idea, discovery, invention,

improvement, software, writing or other material or design. Executive has no obligation to

assign any idea, discovery, invention, improvement, software, writing or other material or

design that Executive conceives or develops entirely on Executive’s own time without

using the Company’s equipment, supplies, facilities, or trade secret information unless

the idea, discovery, invention, improvement, software, writing or other material or design

(x) relates to the business of the Company; (y) relates to the Company’s actual or

demonstrably anticipated research or development; or (z) results from any work performed

by Executive for the Company. Executive agrees that any idea, discovery, invention, improvement,

software, writing or other material or design that relates to the business of the Company

or relates to the Company’s actual or demonstrably anticipated research or development

that is conceived or suggested by Executive, either solely or jointly with others, within

one (1) year following termination of Executive’s employment under this Agreement or

any successor agreements shall be presumed to have been so made, conceived or suggested in

the course of such employment with the use of the Company’s equipment, supplies, facilities,

or trade secrets.

(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.

(h) Communication

of Contents of Agreement. While employed by the Company and for two (2) years thereafter,

Executive will communicate the contents of Section 6 of this Agreement to any person,

firm, association, partnership, corporation 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 induce

the Company to use any secret or confidential information belonging to Executive’s

former employers. Executive warrants that Executive is not bound by the terms of a confidentiality

agreement or other agreement with a third party that would preclude or limit Executive’s

right to work for the Company or to disclose to the Company any ideas, inventions, discoveries,

improvements or designs or other information that may be conceived during employment with

the Company.

(j) Relief.

Executive acknowledges and agrees that the remedy at law available to the Company for breach

of any of Executive’s obligations under this Agreement would be inadequate and any

such breach would result in irreparable harm for which damages are difficult to calculate.

Executive therefore agrees that, in addition to any other rights or remedies that the Company

may have at law or in equity, temporary and permanent injunctive relief may be granted in

any proceeding that may be brought to enforce any provision contained in Section 6

inclusive, of this Agreement, without the necessity of proof of actual damage and without

posting of a bond.

(k) Reasonableness.

Executive acknowledges that Executive’s obligations under this Section 6 are

reasonable in the context of the nature of the Company’s business and the competitive

injuries likely to be sustained by the Company if Executive were to violate such obligations

and that these obligations do not place an undue burden on Executive. Executive further acknowledges

that this Agreement is made in consideration of, and is adequately supported by, the agreement

of the Company to perform its obligations under this Agreement and by other consideration,

including Executive’s employment with the Company, which Executive acknowledges constitutes

good, valuable and sufficient consideration. It is the desire and intent of the parties hereto

that the provisions of this Agreement shall be enforced to the fullest extent legally permissible.

Accordingly, if any particular provision(s) of this Agreement shall be adjudicated to be

invalid or unenforceable, the court may modify or sever such provision(s), such modification

or deletion to apply only with respect to the operation of such provision(s) in the particular

jurisdiction in which such adjudication is made. Further, Section 6 herein is independent

of other obligations under this Agreement, and therefore, no claim by Executive against the

Company or its affiliates for breach of this Agreement or otherwise will constitute a defense

to enforceability of the covenants 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 as to duration, geographical scope, activity or subject, it shall be construed

by limiting and reducing it, so as to be enforceable to the extent compatible with the applicable

law as it shall then appear. The remaining provisions of this Agreement shall remain in full

force and effect.

7. Definitions.

(a) “Change

in Control” shall have the meaning set forth in the Company’s 2024 Equity

Incentive Plan (or any successor plan thereto). Notwithstanding anything to the contrary

in this Agreement, a “Change in Control” shall only be deemed to occur for purposes

of this Agreement if such event constitutes a “change in control event” within

the meaning of Section 409A (as defined below).

(b) “Disability”

means the determination by a physician selected by the Committee (that is reasonably acceptable

to Executive) that Executive is reasonably likely to be unable to perform the essential functions

of his position, with or without reasonable accommodation, due to a physical or mental impairment,

for a period of one hundred and eighty (180) consecutive days (or one hundred and eighty

(180) days within a twelve (12)-month period) or that Executive has a physical or mental

impairment that is reasonably likely to result in Executive’s death.

Territory” means: (i) the geographic area(s) within a one hundred and fifty

(150) mile radius of any and all Company location(s), and (ii) Texas and New Mexico.

(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 (including Section 22 herein) 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 affiliates

of Executive’s employment for any reason other than a termination by the Company as

a result of Executive’s Disability or death or a Termination For Cause.

8. Survival.

Subject to any limits on applicability contained therein, Section 6, Section 9,

Section 10 and Section 22 hereof shall survive and continue in full force in

accordance with its terms notwithstanding any termination of the Employment Period.

9. Clawback.

Notwithstanding any provision of this Agreement or any other agreement to the contrary, performance-based

compensation provided to Executive under this Agreement or pursuant to any other agreement

or understanding shall be subject to the Company’s Policy for Recovery of Erroneously

Awarded Compensation or any successor or other clawback or recoupment policy as in effect

from time to time, and any amendments thereto, as required by applicable law, including but

not limited to Section 10D of the Securities Exchange Act of 1934 and the rules and regulations

of the U.S. Securities and Exchange Commission and the rules of the Nasdaq. Further notwithstanding

any provision of this Agreement or any other agreement to the contrary, in the event the

Company acquires evidence within the twenty-four (24) month period following Executive’s

termination of employment that would have given the Company grounds to terminate Executive’s

employment as a result of a Termination For Cause if the Company had had such evidence at

the time of Executive’s termination, the Company may require Executive to return to

the Company all benefits and compensation paid to Executive pursuant to Section 5(b)

herein and may cease payment of any further benefits under Section 5(b). In the event

the Company notifies Executive that it has obtained evidence of grounds to terminate Executive’s

employment as a result of a Termination For Cause, Executive shall be given fourteen (14)

days to appear in front of the Committee to discuss such grounds. Executive expressly agrees

to return or repay any amounts to the Company as required under this Section 9 following

a final determination hereunder by the Committee promptly and further expressly agrees to

the Company’s offsetting any amounts owed to the Company under this Section 9

by any amounts otherwise owed by the Company to Executive to the extent permissible under

Section 409A (as defined below).

10. Tax

Matters.

(a) Withholding.

The Company may withhold from any amounts payable under this Agreement all federal, state,

city or other taxes as the Company is required to withhold pursuant to any applicable law,

regulation or ruling. Notwithstanding any other provision of this Agreement, the Company

shall not be obligated to guarantee any particular tax result for Executive with respect

to any payment provided to Executive hereunder, and Executive shall be responsible for any

taxes imposed on Executive with respect to any such payment.

(b) Section

409A.

(i) This

Agreement is intended to comply with or be exempt from Section 409A of the Internal

Revenue Code of 1986, as amended (“Section 409A”) and all provisions

of this Agreement shall be administered, construed and interpreted in a manner consistent

with such intent. If the Company independently determines any provision of this Agreement

fails to comply with or be exempt from Section 409A, the Company shall, after consulting

with Executive, reform such provision to the minimum extent reasonably appropriate and necessary

to attempt to avoid any additional tax or interest under Section 409A. To the extent that

any such modification becomes reasonably appropriate and necessary, such modification shall

be made in good faith and shall, to the maximum extent reasonably possible, maintain the

original intent and economic benefit to Executive and the Company of the applicable provision

without violating the provisions of Section 409A. The Company does not guarantee any particular

tax result for Executive and has no obligation to provide Executive with a gross up or indemnity

with respect to any taxes that Executive may incur with respect to any payments or benefits

received pursuant to this Agreement.

(ii) Any

expense reimbursements required to be made under this Agreement shall be for covered expenses

incurred by Executive during his lifetime, and such reimbursements shall be made not later

than December 31st of the year following the year in which Executive incurs the expense;

provided that in no event shall the amount of expenses eligible for payment or reimbursement,

or in-kind benefits provided, by the Company in one calendar year affect the amount of expenses

to be paid or reimbursed, or in-kind benefits to be provided, in any other calendar year.

Executive’s right to expense reimbursement shall not be subject to liquidation or exchange

for another benefit.

(iii) To

the extent that this Agreement provides for the payment of “deferred compensation”

(within the meaning of Section 409A) to Executive or Executive’s beneficiaries upon

or as a result of Executive’s termination of employment, Executive shall be considered

to have experienced a termination of employment as of the date that Executive incurs a “separation

from service” within the meaning of Section 409A.

(iv) Each

payment or benefit to which Executive becomes entitled under this Agreement will be considered,

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 considered an entitlement

to a single payment of the aggregate amount to be paid). Each such payment shall be deemed

exempt from Section 409A to the greatest extent possible. To the extent that any payments

pursuant to this Agreement are contingent upon Executive entering into the Release and if

the period for review or revocation of the Release crosses calendar years, such payments

shall be made or commence in the later calendar year if necessary to avoid taxes or penalties

under Section 409A. Any payments that would otherwise be made during the period for review

and revocation of the Release will be made as soon as practicable after such period ends.

(v) If

the Company makes a good faith determination that a payment under this Agreement (A) constitutes

a deferral of compensation for purposes of Section 409A, (B) is made to Executive by reason

of his separation from service, (C) at the time such payment would otherwise be made,

Executive is a “specified employee” within the meaning of Section 409A (and using

the identification methodology specified by the Company from time to time), and (D) a delay

in payment is required in order to avoid the imposition of excise taxes under Section 409A,

then the payment shall be delayed until the earlier of (1) the first (1st) business day following

the six (6)-month anniversary of Executive’s separation from service, or (2) Executive’s

death.

Payments.

(i) Notwithstanding

any provision of this Agreement to the contrary, if any amount or benefit to be paid or provided

under this Agreement would be an “Excess Parachute Payment” within the meaning

of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”)

but for the application of this sentence, then the payments and benefits to be paid or provided

under this Agreement will be reduced to the minimum extent necessary (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 Payment; provided, however, that the foregoing reduction

will be made only if and to the extent that such reduction would result in an increase in

the aggregate payment and benefits to be provided, determined on an after-tax basis (taking

into account the excise tax imposed pursuant to Section 4999 of the Code, any tax imposed

by any comparable provision of state law, and any applicable federal, state and local income

and employment taxes). The fact that Executive’s right to payments or benefits may

be reduced by reason of the limitations contained in this Section 10(c)(i) will not

of itself limit or otherwise affect any other rights of Executive other than pursuant to

this Agreement. In the event that any payment or benefit intended to be provided under this

Agreement or otherwise is required to be reduced pursuant to this Section 10(c)(i),

the Company will effect such reduction to the extent necessary in the following order: first,

performance-based equity grants; second, time-based equity grants; third other noncash benefits;

and fourth, cash payments. Within each group, such benefits or payments shall be reduced

in the reverse order in which they would otherwise have been vested or paid.

(ii) All

computations and determinations relevant to this Section 10(c)(ii) shall be implemented in

a manner that maximizes the Executive’s after-tax economic benefit and be made

by an independent accounting firm selected and paid by the Company and reasonably acceptable

to Executive (the “Accounting Firm”), which firm may be the Company’s

ordinary course accountants. If the Accounting Firm determines that any amounts are Excess

Parachute Payments, the Accounting Firm shall provide its determination (the “Determination”),

together with detailed supporting calculations both to the Company and Executive. If the

Accounting Firm determines that no amounts are Excess Parachute Payments, it shall furnish

Executive and the Company with a written statement that such Accounting Firm has so concluded

that no excise tax is payable (including the reasons therefor) and that Executive has substantial

authority not to report any excise tax on his federal income tax. The Company and Executive

shall furnish to the Accounting Firm such information and documents as the Accounting Firm

may reasonably request in order to make the Determination hereunder. The Accounting Firm

shall make its Determination on the basis of substantial authority and shall provide opinions

to that effect to both the Company and Executive upon the request of either of them.

(iii) The

Executive shall have the right, at the Executive’s expense, to contest the determination

of the Accounting Firm by providing written notice to the Company within fifteen (15) days

following receipt of the determination, together with alternative calculations prepared by

an independent advisor reasonably acceptable to the Company. If the Company and the Executive

are unable to resolve such dispute within ten (10) days, the matter shall be submitted to

a mutually agreed independent nationally recognized accounting firm, whose determination

shall be final and binding. Pending final resolution, payments shall be made in accordance

with the original determination, subject to adjustment (including repayment or additional

payment, as applicable) promptly following final determination.

11. Securities.

Notwithstanding anything to the contrary in this Agreement (or in any other agreement, contract

or arrangement with the Company or any parent or subsidiary of the Company, or in any policy,

procedure or practice of the Company or any subsidiary or affiliate (collectively, the “Arrangements”)):

(i) nothing in the Arrangements or otherwise limits Executive’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 Executive 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 Executive is not prohibited from providing information

voluntarily to the Securities and Exchange Commission pursuant to Section 21F of the Exchange

Act.

12. Notices.

Any notice provided to the Company provided for in this Agreement shall be in writing to

the Company, marked Attention: Compensation Committee Chair, and any notice to Executive

shall be addressed to Executive at his address on file with the Company. Except as otherwise

provided herein, any written notice shall be deemed to be duly given if and when delivered

personally or deposited in the United States mail, first class registered mail, postage and

fees prepaid, and addressed as aforesaid.

13. Severability.

If one or more of the provisions of this Agreement is invalidated for any reason by a court

of competent jurisdiction, any provision so invalidated shall be deemed to be separable from

the other provisions hereof, and the remaining provisions hereof shall continue to be valid

and fully enforceable.

14. Complete

Agreement. This Agreement embodies the complete agreement and understanding between the

parties with respect to the subject matter hereof and effective as of its date supersedes

and preempts any prior understandings, agreements or representations by or between the parties,

written or oral, that may have related to the subject matter hereof in any way. Notwithstanding

the foregoing, this Agreement does not supersede or in any way limit or otherwise affect

(i) Executive’s rights with respect to equity, equity-based, or similar compensation

granted under other agreements between the Company (or an affiliate thereof) and Executive,

or (ii) restrictive covenants that may be included in other agreements between the Company

(or an affiliate thereof) and Executive to which Executive may be bound. Executive acknowledges

and agrees that, in signing this Agreement, he is not relying on any prior oral or written

statement or representation by the Company or its representatives outside of 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

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 constitute one and the same agreement.

16. Successors

and Assigns. This Agreement shall bind and inure to the benefit of and be enforceable

by Executive, the Company and their respective heirs, executors, personal representatives,

successors and assigns, except that Executive may not assign any rights or delegate any obligations

hereunder without the prior written consent of the Company. Executive hereby consents to

the assignment by the Company of all of its rights and obligations hereunder to any successor

to the Company by merger or consolidation or purchase of all or substantially all of the

Company’s assets, provided that such transferee or successor assumes the liabilities

of the Company hereunder.

17. Choice

of Law. This Agreement shall be governed by, and construed in accordance with, the internal,

substantive laws of the State of Nevada. Executive agrees that the state and federal courts

located in the State of Texas shall have exclusive jurisdiction in any action, suit or proceeding

by or against Executive based on or arising out of this Agreement and Executive hereby: (a)

submits to the personal jurisdiction of such courts; (b) consents to service of process in

connection with any action, suit or proceeding against Executive; and (c) waives any other

requirement (whether imposed by statute, rule of court or otherwise) with respect to personal

jurisdiction, venue or service of process. In addition, the parties hereby irrevocably consent

to the binding and exclusive venue for any dispute, controversy, claim, or cause of action

between them arising out of or related to this Agreement being in the state or federal court

of competent jurisdiction that regularly conducts proceedings or has jurisdiction in Midland

County, Texas. Nothing in this Agreement, however, precludes either party from seeking to

remove a civil action from any state court to federal court.

18. Alternative-Dispute

Resolution Protocol.

(a) Definition

of Dispute. Any dispute, controversy, claim or cause of action between the parties arising

out of or relating to this Agreement (each, a “Dispute”), shall

be resolved solely in accordance with the terms of this Section 18. Notwithstanding

the preceding sentence, the Company may seek injunctive relief from any court of competent

jurisdiction for breaches of Section 6.

(b) Mandatory

Arbitration. A Dispute may be submitted by either party for definitive resolution through

binding arbitration (an “Arbitration”) with a single neutral arbitrator

(the “Arbitrator”) mutually agreed upon by the parties or otherwise

selected in accordance with the Rules (as defined below) in Midland, Texas. In the event

the parties cannot agree on an Arbitrator, the Arbitrator shall be selected by the Dallas,

Texas office of the Judicial Arbitration and Mediation Services, Inc. (“JAMS”)

or its successor in accordance with its arbitrator selection procedures. The Arbitration

shall be brought before the Arbitrator and heard in accordance with then-applicable JAMS

Employment Arbitration Rules and Procedures (the “Rules”). The

arbitrator shall (i) have the authority to compel adequate discovery for the resolution of

the Dispute and to award such relief as would otherwise be permitted by applicable law; and

(ii) issue a written arbitration decision including the Arbitrator’s essential findings

and conclusions and a statement of the award. The Arbitrator shall determine if any Dispute

or issue is subject to this arbitration obligation, and to 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 and expenses of the Arbitration, including the Arbitrator’s fee, and each party

shall bear its own attorney’s fees and associated expenses, subject to re-allocation

as permitted under the Rules and applicable substantive law. Except as required by law or

as may be reasonably required in connection with ancillary judicial proceedings to compel

arbitration, to obtain temporary or preliminary judicial relief in aid of arbitration, or

to confirm or challenge an arbitration award, the Arbitration proceedings, including any

hearings, evidence, and award, shall be confidential, and the parties shall not disclose

any awards, any materials in the proceedings created for the purpose of the Arbitration,

or any documents produced by another party in the proceedings not otherwise in the public

domain. Judgment on any award rendered by an arbitration tribunal may be entered in any court

having jurisdiction thereover. Notwithstanding the foregoing, the parties may bring an action

or special proceeding in any court of competent jurisdiction for the purpose of compelling

arbitration.

of Right to Jury Trial. NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT, EXECUTIVE

AND THE COMPANY SHALL, AND HEREBY DO, IRREVOCABLY WAIVE THE RIGHT TO TRIAL BY JURY WITH RESPECT

TO ANY DISPUTE AGAINST THE COMPANY OR ITS AFFILIATES ARISING OUT OF OR RELATING TO THIS AGREEMENT

(EITHER ALLEGED BREACH OR ENFORCEMENT).

(d) Confidentiality.

Except as required by law, Executive and the Company agree that all aspects of any arbitration

or mediation proceeding arising under or relating to this Agreement, including, without limitation,

all filings, evidence, testimony, transcripts, briefs, settlement discussions, rulings, and

any final award or order, shall be kept strictly confidential. Neither the Company nor Executive

shall, directly or indirectly, disclose, publish, or communicate any such information to

any person or entity, except: (i) to the extent required by law or court order; (ii) to Executive’s

spouse, or the Company’s or Executive’s respective legal counsel, tax advisors,

or other professional advisors who have a need to know and are bound by confidentiality obligations;

or (iii) as necessary to enforce or challenge the arbitration award in a court of competent

jurisdiction. Executive and the Company shall each take all reasonable steps to ensure compliance

with this confidentiality obligation and shall remain responsible for any unauthorized disclosure

by persons to whom disclosure is permitted under this provision.

19. Amendment

and Waiver. The provisions of this Agreement may be amended or waived only with the prior

written consent of the Company and Executive; provided, however, the Company

may modify or amend the Agreement in its sole discretion at any time without the further

consent of Executive in any manner necessary to comply with applicable law and regulations

or the listing or other requirements of any stock exchange upon which the Company or its

affiliate is listed. Any such amendment shall preserve the rights and benefits of Executive

as reasonably possible, and the Company will use reasonable efforts to consult with Executive

prior to and regarding any such proposed amendment. No waiver by either party of a breach

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 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 subsidiaries and affiliates to which

Executive provides services shall be included within the definition of “Company”

for purposes of this Agreement, are intended to be third-party beneficiaries of this Agreement,

and therefore may enforce this Agreement.

21. Representations.

(i) Executive:

Executive represents and warrants that (a) he has not previously assumed any obligations

inconsistent with those in this Agreement; (b) his execution of this Agreement, and his employment

with the Company, shall not violate any other contract or obligation between Executive and

any former employer or other third party; and (c) during the Employment Period, he shall

not use or disclose to anyone within the Company or its subsidiaries or affiliates any proprietary

information or trade secrets of any former employer or other third party. Executive further

represents and warrants that he has entered into this Agreement pursuant to his own initiative

and that the Company did not induce him to execute this Agreement in contravention of any

existing commitments. Executive further acknowledges that the Company has entered into this

Agreement in reliance upon the foregoing representations of Executive.

(ii) Company:

The Company represents and warrants that (a) it has not previously assumed any obligations

inconsistent with those in this Agreement; (b) the execution of this Agreement, the employment

of the Executive and the provision of the compensation, benefits or awards referenced hereunder

shall not violate any other contract or obligation between the Company and any other third

party.

[Signatures

are located on the next page.]

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:

April 16, 2026

ANDY CASAZZA

/s/ Andy Casazza

Dated:

April 16, 2026

EXHIBIT

RELEASE

General

Release Agreement

This

General Release Agreement (this “Agreement”) constitutes the Release referred to in that certain Employment

Agreement (the “Employment Agreement”) effective as of April 28, 2026, by and among New

Era Energy & Digital, Inc., a Nevada corporation (the “Company”), and Andy Casazza (“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 “Released

Parties”). 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.

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.

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.

A-1

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

RELEASE 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.

(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.

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.

A-2

(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.

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

ANDY CASAZZA

Dated:

A-3

EXHIBIT

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: Andy Casazza

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.

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/ Andy Casazza

Date:

April 16, 2026

Andy Casazza

B-1

EX-10.2 — RESTRICTED STOCK UNIT AWARD AGREEMENT, DATED APRIL 28, 2026, BY AND BETWEEN THE COMPANY AND ANDREW CASAZZA

EX-10.2

Filename: ea028676701ex10-2.htm · Sequence: 3

Exhibit 10.2

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:

Andy Casazza

Date

of Grant: April 28, 2026

Number

of Restricted Stock Units Granted: 400,000

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. Grant

of 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).

Issuance of 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.

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.

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.

(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.

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.

Termination 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 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. Change

in 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. Restrictions

on 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.

7. Beneficiary

Designation. 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. Continuation

of 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.

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.

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.

(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 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.

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/ Andy Casazza

Andy Casazza

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NEW ERA ENERGY & DIGITAL, INC.

Entity Central Index Key

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99-3749880

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Entity Address, Address Line One

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Entity Address, Address Line Two

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For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

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No definition available.

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Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

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No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

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- Definition

Address Line 2 such as Street or Suite number

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No definition available.

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Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

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Data Type:

xbrli:normalizedStringItemType

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- Definition

Name of the City or Town

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No definition available.

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Namespace Prefix:

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Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

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- Definition

Code for the postal or zip code

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No definition available.

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Namespace Prefix:

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- Definition

Name of the state or province.

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No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

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- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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dei_EntityCentralIndexKey

Namespace Prefix:

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Period Type:

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- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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dei_EntityEmergingGrowthCompany

Namespace Prefix:

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Data Type:

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- Definition

Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 7A

-Section B

-Subsection 2

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Name:

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- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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No definition available.

+ Details

Name:

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Namespace Prefix:

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Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

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No definition available.

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Name:

dei_EntityIncorporationStateCountryCode

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Data Type:

dei:edgarStateCountryItemType

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- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Namespace Prefix:

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- Definition

Local phone number for entity.

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No definition available.

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Name:

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Namespace Prefix:

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xbrli:normalizedStringItemType

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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Namespace Prefix:

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Data Type:

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Balance Type:

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Name:

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Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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Data Type:

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- Definition

Trading symbol of an instrument as listed on an exchange.

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No definition available.

+ Details

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Balance Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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- Details

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