Form 8-K

8-K — New ERA Energy & Digital, Inc.

Accession: 0001213900-26-075176

Filed: 2026-07-06

Period: 2026-06-30

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: Financial Statements and Exhibits

Documents

8-K — ea0297026-8k_newera.htm (Primary)

EX-10.1 — AMENDMENT TO EMPLOYMENT AGREEMENT, EFFECTIVE AS OF JULY 1, 2026, BETWEEN THE COMPANY AND CHARLES NELSON (ea029702601ex10-1.htm)

EX-10.2 — AMENDMENT TO EMPLOYMENT AGREEMENT, EFFECTIVE AS OF JULY 1, 2026, BETWEEN THE COMPANY AND TED WARNER (ea029702601ex10-2.htm)

EX-10.3 — AMENDED AND RESTATED EMPLOYMENT AGREEMENT, EFFECTIVE AS OF JULY 1, 2026, BETWEEN THE COMPANY AND JOSE RODRIGUEZ (ea029702601ex10-3.htm)

EX-10.4 — PERFORMANCE AWARD AGREEMENT, EFFECTIVE AS OF JULY 1, 2026, BETWEEN THE COMPANY AND JOSE RODRIGUEZ (ea029702601ex10-4.htm)

EX-10.5 — AMENDED AND RESTATED EMPLOYMENT AGREEMENT, EFFECTIVE AS OF JULY 1, 2026, BETWEEN THE COMPANY AND E. WILL GRAY II (ea029702601ex10-5.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

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2026-06-30

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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

June 30, 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 ☒

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Chairman

and Chief Executive Officer

On June 30, 2026, the

Board of Directors (the “Board”) of New Era Energy & Digital, Inc. (the “Company”) appointed

Charles Nelson to serve as Chairman of the Board and Chief Executive Officer of the Company, effective July 1, 2026. Mr. Nelson previously

served as President and Chief Operating Officer of the Company.

The Company previously

disclosed Mr. Nelson’s biographical information required by Item 401(b) of Regulation S-K regarding identification of executive

officers in its most recent Annual Report on Form 10-K. There are no arrangements or understandings between Mr. Nelson and any other person

pursuant to which Mr. Nelson was selected to serve as the Company’s Chairman and Chief Executive Officer. Mr. Nelson does not have

any family relationship with any director or executive officer of the Company, or any person nominated or chosen by the Company to become

a director or executive officer. There are no transactions in which Mr. Nelson has an interest requiring disclosure under Item 404(a)

of Regulation S-K.

Nelson Employment

Agreement Amendment

In connection with Mr.

Nelson’s appointment as Chief Executive Officer, on July 1, 2026, the Company entered into an Amendment to Employment Agreement

(the “Nelson Employment Agreement Amendment”) with Mr. Nelson, effective July 1, 2026, which amends Mr. Nelson’s

existing Employment Agreement, originally effective as of January 28, 2026, to reflect his change in title from President and Chief Operating

Officer to Chief Executive Officer of the Company. The other terms and conditions of Mr. Nelson’s Employment Agreement that were

previously disclosed in a Current Report on Form 8-K dated February 2, 2026 remain unchanged. The foregoing description of the Nelson

Employment Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Nelson

Employment Agreement Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by

reference.

Appointment of President

and Director

On June 30, 2026, the

Board appointed Ted Warner to serve as President of the Company, effective July 1, 2026. Mr. Warner currently serves as Chief Financial

Officer of the Company and he will continue to hold this position. In addition, the Board appointed Mr. Warner to serve as a member of

the Board, effective July 1, 2026.

The Company previously

disclosed Mr. Warner’s biographical information required by Item 401(b) of Regulation S-K regarding identification of executive

officers in its Current Report on Form 8-K dated March 18, 2026. Mr. Warner brings to the Board experience across energy, power, and digital

infrastructure capital markets.

There are no arrangements

or understandings between Mr. Warner and any other person pursuant to which Mr. Warner was selected to serve as President and director.

Mr. Warner 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. Warner has an interest requiring disclosure

under Item 404(a) of Regulation S-K.

Mr. Warner is not expected

to be appointed to serve as a member of any committee of the Board.

Warner Employment

Agreement Amendment

In connection with Mr.

Warner’s appointment as President, on July 1, 2026, the Company entered into an Amendment to Employment Agreement (the “Warner

Employment Agreement Amendment”) with Mr. Warner, effective July 1, 2026, which amends Mr. Warner’s existing Employment

Agreement, originally effective as of March 16, 2026, to reflect his change in title from Chief Financial Officer to President and Chief

Financial Officer of the Company. The other terms and conditions of Mr. Warner’s Employment Agreement that were previously disclosed

in a Current Report on Form 8-K dated March 18, 2026 remain unchanged. The foregoing description of the Warner Employment Agreement Amendment

does not purport to be complete and is qualified in its entirety by reference to the full text of the Warner Employment Agreement Amendment,

a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.

Appointment of Chief

Operating Officer

On June 30, 2026, the

Board appointed José Rodriguez to serve as Chief Operating Officer of the Company, effective July 1, 2026. Mr. Rodriguez previously

served as Vice President, Data Center Engineering and Operations of the Company.

Prior to joining the

Company, Mr. Rodriguez, age 50, served as Critical Environment Operations Director at Microsoft from August 2024 to July 2026, Head of

Data Center Engineering and Data Center Construction at ByteDance/TikTok from September 2022 to July 2024, and Global Data Center Engineering

Director at Microsoft from August 2020 to September 2022. Mr. Rodriguez holds a Bachelor of Science from the United States Merchant Marine

Academy.

Rodriguez Compensatory

Arrangements

In connection with Mr.

Rodriguez’s appointment as Chief Operating Officer, on July 1, 2026, the Company entered into an Amended and Restated Employment

Agreement (the “Rodriguez Employment Agreement”) with Mr. Rodriguez, effective July 1, 2026, which amends and restates

Mr. Rodriguez’s prior Employment Agreement, originally executed on May 1, 2026. Under the Rodriguez Employment Agreement, Mr. Rodriguez

will serve as the Company’s Chief Operating Officer, reporting to the Chief Executive Officer.

Under the Rodriguez Employment Agreement, Mr.

Rodriguez’s annual base salary is $485,000, subject to adjustment by the Compensation Committee of the Board (the “Compensation

Committee”). Mr. Rodriguez 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. For 2026, Mr. Rodriguez’s annual target bonus shall

be at least 30% of his annual base salary contingent on his continued employment in good standing through the payment date. Mr. Rodriguez

will be eligible for an additional signing bonus of $75,000, contingent on his continued employment in good standing through the first

regularly scheduled payroll date following the start of his employment. The signing bonus is subject to repayment on a pro rata basis

if Mr. Rodriguez’s employment is terminated for any reason within 12 months. Mr. Rodriguez 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. Rodriguez may be eligible to receive grants of

equity, equity-based or similar compensation awards pursuant to the Company’s 2024 Equity Incentive Plan (the “Plan”)

or as otherwise approved by the Compensation Committee. If Mr. Rodriguez relocates to Boulder, Colorado, he will be eligible for reimbursement

of reasonable and customary relocation expenses, up to $30,000. The relocation reimbursement is subject to repayment on a pro rata basis

if Mr. Rodriguez’s employment is terminated for any reason within 12 months.

In the event of a termination by the Company without

Cause or a termination by Mr. Rodriguez for Good Reason (as such terms are defined in the Rodriguez Employment Agreement), the Company

will pay to Mr. Rodriguez: (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, and (iii) a pro-rated portion of the annual target bonus for the year in which his employment terminates.

Severance payments are contingent upon the execution of a release of claims against the Company.

The Rodriguez 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 a covenant not to solicit employees for a period of 24 months

following the termination of his employment.

The foregoing description

of the Rodriguez Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of

the Rodriguez Employment Agreement, a copy of which is filed as Exhibit 10.3 to this Current Report on Form 8-K and incorporated herein

by reference.

In addition, on July

1, 2026, the Company granted Mr. Rodriguez performance-vesting restricted stock units (the “Rodriguez PSUs”) pursuant

to the Plan, which supersede and replace any prior performance-vesting restricted stock unit award granted to Mr. Rodriguez. The Rodriguez

PSUs are subject to the achievement of specified management objectives over a five-year performance period beginning January 1, 2026,

and vest upon certification by the Compensation Committee that the applicable management objectives have been achieved, subject to Mr.

Rodriguez’s continued employment with the Company.

The foregoing description

of the Rodriguez PSUs does not purport to be complete and is qualified in its entirety by reference to the full text of the Performance

Award Agreement, a copy of which is filed as Exhibit 10.4 to this Current Report on Form 8-K and incorporated herein by reference.

There are no arrangements

or understandings between Mr. Rodriguez and any other person pursuant to which Mr. Rodriguez was selected to serve as Chief Operating

Officer. Mr. Rodriguez 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. Rodriguez has an interest requiring

disclosure under Item 404(a) of Regulation S-K.

Appointment of President,

Permian and Director Resignation

On June 30, 2026, the Board appointed E. Will

Gray II to serve as the Company’s President of the Permian Basin, effective July 1, 2026. Mr. Gray previously served as President

and Chief Executive Officer of the Company. On June 30, 2026, Mr. Gray also notified the Board of his resignation as a member of the Board,

effective July 1, 2026. Mr. Gray’s resignation was not the result of any disagreement with the Company or the Board.

The Company previously

disclosed Mr. Gray’s biographical information required by Item 401(b) of Regulation S-K regarding identification of executive officers

in its most recent Annual Report on Form 10-K. There are no arrangements or understandings between Mr. Gray and any other person pursuant

to which Mr. Gray was selected to serve as President, Permian. Mr. Gray 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. Gray has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Gray Employment Agreement

In connection with Mr.

Gray’s appointment as President, Permian, on July 1, 2026, the Company entered into an Amended and Restated Employment Agreement

(the “Gray Employment Agreement”) with Mr. Gray, effective July 1, 2026, which amends and restates Mr. Gray’s

prior Employment Agreement, originally effective as of January 1, 2026 and disclosed pursuant to a Current Report on Form 8-K filed on

February 2, 2026.

Under the Gray Employment Agreement, Mr. Gray

will serve as the Company’s President of the Permian Basin, reporting to the Chief Executive Officer, for a term ending on July

1, 2030. In the event of a termination by the Company without Cause or a termination by Mr. Gray for Good Reason (each as defined in the

Gray Employment Agreement) before July 1, 2030, the Company will pay to Mr. Gray: (i) severance equal to the base salary Mr. Gray would

have received through July 1, 2030, (ii) any unpaid annual target bonus earned for the prior year, and (iii) a lump-sum payment equal

to the total cost of premium payments that would have been due for coverage under the Company’s benefit plans through July 1, 2030.

The other terms and conditions of Mr. Gray’s Employment Agreement remain unchanged.

The foregoing description

of the Gray Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the

Gray Employment Agreement, a copy of which is filed as Exhibit 10.5 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

EXHIBIT

DESCRIPTION

10.1

Amendment to Employment Agreement, effective as of July 1, 2026, between the Company and Charles Nelson.

10.2

Amendment to Employment Agreement, effective as of July 1, 2026, between the Company and Ted Warner.

10.3

Amended and Restated Employment Agreement, effective as of July 1, 2026, between the Company and José Rodriguez.

10.4

Performance Award Agreement, effective as of July 1, 2026, between the Company and José Rodriguez.

10.5

Amended and Restated Employment Agreement, effective as of July 1, 2026, between the Company and E. Will Gray II.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements

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

duly authorized.

NEW ERA ENERGY & DIGITAL, INC.

Date: July 6, 2026

By:

/s/ Charles Nelson

Charles Nelson

Chief Executive Officer

EX-10.1 — AMENDMENT TO EMPLOYMENT AGREEMENT, EFFECTIVE AS OF JULY 1, 2026, BETWEEN THE COMPANY AND CHARLES NELSON

EX-10.1

Filename: ea029702601ex10-1.htm · Sequence: 2

Exhibit 10.1

AMENDMENT TO EMPLOYMENT AGREEMENT

This Amendment to Employment

Agreement (this “Amendment”) hereby amends that certain Employment Agreement effective as of January 28, 2026

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

and Charles Nelson (“Executive”).

WHEREAS, Executive

currently serves as the Company’s President and Chief Operating Officer;

WHEREAS, the Company

desires to promote Executive to the position of Chief Executive Officer, and Executive desires to accept such promotion, effective as

of July 1, 2026; and

WHEREAS, the Company

and Executive desire to amend the Employment Agreement to reflect Executive’s promotion.

NOW, THEREFORE, in

consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency

of which are hereby expressly acknowledged, the parties agree as follows:

Effective as of July 1, 2026, Section 2 of the Employment Agreement is hereby amended to replace the reference to “President

and Chief Operating Officer of the Company” therein with a reference to “Chief Executive Officer of the Company”.

Except as otherwise set forth herein, the terms of the Employment Agreement remain unchanged and in full force and effect.

This Amendment 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.

This Amendment and the Employment Agreement embody the complete agreement and understanding between the parties with respect to

the subject matter hereof.

[SIGNATURES ON FOLLOWING PAGE]

IN WITNESS WHEREOF, the Company and Executive

have executed this Agreement effective as of July 1, 2026.

NEW ERA ENERGY & DIGITAL, INC.

By:

/s/ Ted Warner

Name:

Ted Warner

Title:

Chief Financial Officer

CHARLES NELSON

/s/ Charles Nelson

EX-10.2 — AMENDMENT TO EMPLOYMENT AGREEMENT, EFFECTIVE AS OF JULY 1, 2026, BETWEEN THE COMPANY AND TED WARNER

EX-10.2

Filename: ea029702601ex10-2.htm · Sequence: 3

Exhibit 10.2

AMENDMENT TO EMPLOYMENT AGREEMENT

This Amendment to Employment

Agreement (this “Amendment”) hereby amends that certain Employment Agreement effective as of March 16, 2026

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

and Ted G. Warner (“Executive”).

WHEREAS, Executive

currently serves as the Company’s Chief Financial Officer;

WHEREAS, the Company

desires to promote Executive to the position of President and Chief Financial Officer, and Executive desires to accept such promotion,

effective as of July 1, 2026; and

WHEREAS, the Company

and Executive desire to amend the Employment Agreement to reflect Executive’s promotion.

NOW, THEREFORE, in

consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency

of which are hereby expressly acknowledged, the parties agree as follows:

1. Effective as of July 1,

2026, Section 2 of the Employment Agreement is hereby deleted and replaced entirely with the following:

“2. Position

and Duties. During the Employment Period, Executive shall serve as the President and Chief Financial Officer of the Company, reporting

to the Chief Executive Officer of the Company (the “CEO”), and shall have the normal duties, responsibilities

and authority of an executive serving in such position, subject to the power of the CEO and the 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 CEO and Chairman of the Board 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 CEO and the Board.”

Except as otherwise set forth herein, the terms of the Employment Agreement remain unchanged and in full force and effect.

This Amendment 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.

This Amendment and the Employment Agreement embody the complete agreement and understanding between the parties with respect to

the subject matter hereof.

[SIGNATURES ON FOLLOWING PAGE]

IN WITNESS WHEREOF, the Company and Executive

have executed this Agreement effective as of July 1, 2026.

NEW ERA ENERGY & DIGITAL, INC.

By:

/s/ Charles Nelson

Name:

Charles Nelson

Title:

Chief Executive Officer

TED G. WARNER

/s/ Ted G. Warner

EX-10.3 — AMENDED AND RESTATED EMPLOYMENT AGREEMENT, EFFECTIVE AS OF JULY 1, 2026, BETWEEN THE COMPANY AND JOSE RODRIGUEZ

EX-10.3

Filename: ea029702601ex10-3.htm · Sequence: 4

Exhibit 10.3

AMENDED AND RESTATED

EMPLOYMENT AGREEMENT

This Amended

and Restated Employment Agreement (this “Agreement”) is entered into effective as of July 1, 2026 (the “Effective

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

José Rodriguez (“Executive”) as an amendment and restatement of the Employment Agreement entered between

the Company and Executive executed on May 1, 2026 (the “Prior Agreement”).

In consideration

of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,

the parties hereto agree as follows:

1. Employment. 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 Operating Officer of the Company, reporting to the Chief Executive Officer 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 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 President and Chief Operating Officer of the Company and Chairman of the Board 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 $485,000.00 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). With respect to any Target Bonus earned for the 2026 calendar year,

the Company agrees that such Target Bonus will be at least thirty percent (30%) of Executive’s Base Salary so long as Executive

remains employed in good standing through 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.

bonus equal to $75,000 (the “Signing Bonus”) to be paid on the first regularly scheduled payroll date following

the Effective Date, contingent on Executive’s continued employment in good standing through the payment date. If Executive’s

employment with the Company terminates for any reason prior to the twelve (12) month anniversary of the Effective Date, Executive hereby

agrees to promptly repay a prorated portion of the Signing Bonus, prorated based on the number of full months of employment completed

prior to Executive’s termination date. Executive hereby agrees that the Company may offset any amounts due to Employee by any portion

of the Signing Bonus that may be required to be repaid to the Company.

(d) Standard 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.

(e) 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).

(f) 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.

(g) Relocation Reimbursement. If Executive relocates to the Boulder, Colorado

area during the Employment Period, the Company shall reimburse Executive for all reasonable and customary relocation expenses incurred

by Executive in connection with such relocation (the “Relocation Reimbursement”); provided, however, that the

aggregate amount of such Relocation Reimbursement shall not exceed $30,000. Executive shall provide the Company with appropriate documentation

relating to expenses incurred in connection with Executive’s relocation within thirty (30) days of incurring such expense, and the

Company will provide such reimbursement within thirty (30) days after Executive submits such documentation, provided that Executive remains

employed in good standing by the Company on the payment date. If Executive’s employment with the Company terminates for any reason

prior to the twelve (12) month anniversary of payment of the Relocation Reimbursement, Executive hereby agrees to promptly repay the Company

for the Relocation Reimbursement. Executive hereby agrees that the Company may offset any amounts due to Employee by the Relocation Reimbursement

in the event it is required to be repaid to the Company.

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(d). 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. Subject to Section 5(c), if the Employment Period ends on account of

a Termination Without Cause or a Termination For Good Reason, the Company shall pay Executive the following payments:

(i) 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;

(ii) 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, payable at the same time as paid

to active employees in accordance with Section 3(b) herein; and

(iii) a 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, payable in equal installments in the same time and manner as set forth in Section 5(b)(i).

It is expressly understood that

the Company’s payment obligations under this Section 5(b) shall cease in the event Executive breaches any of the agreements

in Section 6 hereof or any other restrictive covenant agreements entered with the Company or any of its affiliates. Any payment

made pursuant to this Section 5(b) that is not made following Executive’s Termination Without Cause or Termination For Good

Reason because Executive has not executed the release described in Section 5(c) shall be paid to Executive in a single lump sum

on the first payroll date following the last day of any applicable revocation period after Executive executes the release.

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;

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.

(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;

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.

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).

(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;

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) “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.

(b) “Restricted 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.

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 Chief Executive Officer or 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.

(d) “Termination For Good Reason” means Executive’s

termination of Executive’s employment with the Company or any affiliate as result of any of the following without Executive’s

consent: (i) a decrease in the Base Salary; (ii) any action or inaction that results in a material breach of this Agreement or any other

agreement between the Company and Executive by the Company; (iii) any material diminution in Executive’s position, duties, authority,

or responsibilities; or (iv) a requirement that Executive work full-time from an office that is more than fifty (50) miles from his home

office as of the Effective Date. 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.

(e) “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 and Section 10 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,

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.

(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

(including the Prior Agreement). 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.

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.]

IN WITNESS WHEREOF,

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

NEW ERA ENERGY & DIGITAL, INC.

By:

/s/ Charles Nelson

Name:

Charles Nelson

Title:

Chief Executive Officer

Dated:

6/30/2026

JOSÉ RODRIGUEZ

/s/ Jose Rodriguez

Dated: 6/30/2026

EXHIBIT A

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 July 1, 2026, by and among New Era

Energy & Digital, Inc., a Nevada corporation (the “Company”), and José Rodriguez (“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.

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.

(e) By

executing and delivering this Agreement, Employee acknowledges that: (i) Employee has carefully read this Agreement; (ii) Employee

has had at least twenty (21) days to consider this Agreement before the execution and delivery hereof to the Company; (iii) Employee

has been and hereby is advised in writing that Employee may, at Employee’s option, discuss this Agreement with an attorney of Employee’s

choice and that Employee has had adequate opportunity to do so; (iv) Employee fully understands the final and binding effect of this

Agreement and agrees that the only promises made to Employee to sign this Agreement are those stated in the Employment Agreement and herein;

(v) Employee is signing this Agreement voluntarily and of Employee’s own free will and Employee understands and agrees to each of

the terms of this Agreement; and (vi) Employee has been paid all wages and other compensation to which Employee is entitled pursuant to

his employment with the Company (other than any Separation Payments due after Employee’s termination of employment) and received

all leaves (paid and unpaid) to which Employee was entitled during such employment.

Employee

further acknowledges and agrees that (1) he has been given a reasonable period to read and consider this Agreement before signing it;

(2) this Agreement and the Employment Agreement contain the entire understandings and agreements between the Company and him regarding

their subject matters and supersede all prior agreements and understandings between them; (3) he has read this Agreement and fully understands

the effect of his signing this Agreement; (4) in signing this Agreement, he is not relying on any written or oral statement or promise

from the Company other than in this Agreement and the Employment Agreement; (5) this Agreement shall be governed by Nevada law and exclusive

venue for any claim between the parties or their affiliates arising out of or related this Agreement is in any state or federal court

of competent jurisdiction in the State of Texas; and (6) nothing in this Agreement constitutes any sort of admission of liability.

Notwithstanding

the initial effectiveness of this Agreement, Employee may revoke the delivery (and therefore the effectiveness) of this Agreement within

the seven (7) day period beginning on the date Employee delivers this Agreement to the Company (such seven-day period being referred to

herein as the “Release Revocation Period”). To be effective, such revocation must be in writing signed

by Employee and must be delivered to the Company’s Board on or before 11:59 p.m., C.S.T., on the last day of the Release Revocation

Period. If an effective revocation is delivered in the foregoing manner and timeframe, this Agreement shall be of no force or effect

and shall be null and void ab initio. No Separation Payments shall be paid if this Agreement is revoked by Employee

in the foregoing manner.

IN WITNESS WHEREOF, the Employee has

executed this Agreement as of the date written below.

JOSÉ RODRIGUEZ

Dated:

EX-10.4 — PERFORMANCE AWARD AGREEMENT, EFFECTIVE AS OF JULY 1, 2026, BETWEEN THE COMPANY AND JOSE RODRIGUEZ

EX-10.4

Filename: ea029702601ex10-4.htm · Sequence: 5

Exhibit 10.4

New

Era Energy & Digital, Inc. Performance Award Agreement

You have been selected to receive

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

Participant: José Rodriguez

Date of Grant: July 1, 2026

Number of Performance Shares Granted:

450,000

Performance

Period: The five-year period beginning on January 1, 2026, during which the Management Objectives (each as defined on Exhibit A) for

each Performance Tranche (as defined on Exhibit A) must be achieved (the “Performance Period”).

Formula for

Determining Shares Earned: Except as otherwise provided in Section 4 or Section 5 of this Agreement, the number of Shares

subject to this Performance Award (hereinafter, the “Performance Shares”) that become vested, if any, will be

determined based on achievement of the Management Objectives (as defined on Exhibit A). Except as otherwise provided in Section 4 or

Section 5 of this Agreement, before the Performance Shares for a Performance Tranche are treated as earned and vested by the

Participant as of the date on which the Committee certifies that the applicable Management Objectives have been achieved, which the

Committee shall do as soon as practicable following achievement of the applicable Management Objectives.

THIS PERFORMANCE

AWARD AGREEMENT (this “Agreement”), effective as of the Date of Grant, evidences the grant of Performance Shares by

New Era Energy & Digital, Inc. (formerly known as New Era Helium Corp.), a Nevada corporation (the “Company”),

to the Participant named above (the “Participant”) pursuant to the provisions of the Plan.

This Agreement, Exhibit

A and the Plan collectively provide a complete description of the terms and conditions governing the Performance Shares granted hereunder.

If there is any inconsistency between the terms of this Agreement, on the one hand, and the terms of the Plan, on the other hand, the

Plan’s terms shall control. All capitalized terms used herein shall have the meanings ascribed to them in the Plan unless specifically

set forth otherwise herein. This grant of Performance Shares shall not confer any right to the Participant (or any other Participant)

to be granted Performance Shares or other awards in the future under the Plan.

1. Grant of Performance Shares.

The Performance Shares

covered by this Agreement are granted to the Participant effective on the Date of Grant and are subject to, and granted upon, the terms,

conditions and restrictions set forth in this Agreement, Exhibit A hereto and the Plan. The Performance Shares granted hereunder shall

vest in accordance with the achievement of the Management Objectives set forth on Exhibit A (except as otherwise provided herein). For

the avoidance of doubt, this Agreement and the Performance Shares granted hereby completely replace and void any Performance Shares previously

granted by the Company to the Participant.

2. Issuance of the Shares.

(a) Each

Performance Share granted hereunder that vests shall entitle the Participant to receive one (1) Share, subject to adjustment in accordance

with Section 15 of the Plan.

(b) The

Company shall issue or deliver Shares to the Participant (or, in the event the issuance or delivery of Shares occurs after the Participant’s

death, to the person or persons that have been named as the Participant’s beneficiary as contemplated by Section 7 of this Agreement

or to the person or persons that have acquired rights to such Performance Shares by will or the laws of descent and distribution) to settle

vested Performance Shares granted hereunder on or as promptly as practicable following the date such Performance Shares become vested

in accordance with the terms of this Agreement, but in no event later than the end of the calendar year during which the Committee certifies

achievement of the applicable Management Objectives or, if later, the date that is two and a half months following the date on which the

Committee certifies achievement of the applicable Management Objectives.

to the extent determined by the Committee and permitted by the Plan and applicable law, the Company may not issue or deliver Shares to

the Participant in respect of the Performance Shares granted hereunder at a time earlier than otherwise expressly provided in this Agreement.

(d) The

Company’s obligations to the Participant with respect to this Agreement and the Performance Shares granted and vested hereunder

shall be satisfied in full upon the issuance or delivery of Shares in respect of such Performance Shares.

3. No Rights as Stockholder.

(a) The

Participant shall have no rights of ownership in the Performance Shares granted hereunder and shall have no voting or other ownership

rights in respect of the Shares underlying the Performance Shares granted hereunder until the date on which such Shares underlying the

Performance Shares, if any, are issued or delivered to the Participant pursuant to Section 2 of this Agreement.

(b) The

obligations of the Company under this Agreement are unfunded and unsecured, and the rights of the Participant hereunder will be no greater

than those of an unsecured general creditor. No assets of the Company will be held or set aside as security for the obligations of the

Company under this Agreement.

4. Cessation of Employment.

(a) By

Death or Disability; Termination Other Than For Cause; Termination For Good Reason. In the event the Participant ceases to be an Employee

prior to the date the Performance Shares are fully vested by reason of: (i) death, (ii) Disability, (iii) the Company (or any affiliate

thereof) terminating the Participant’s employment for any reason other than for Cause (as defined in Section 10 of this Agreement),

or (iv) the Participant terminating his or her employment for Good Reason (as defined in Section 10 of this Agreement), the number of

Performance Shares granted hereunder that will vest will be determined in the following manner: (A) the Time Condition (as defined on

Exhibit A) shall be deemed satisfied in full, and (B) one additional Performance Tranche for which the applicable Objective Condition(s)

had not yet been achieved as of the date the Participant ceases to be an Employee, if any, will be deemed vested in full. Any Performance

Shares with respect to a Performance Tranche which is not vested in accordance with this Section 4(a) will be forfeited in full on the

date the Participant ceases to be an Employee. The Company shall issue or deliver the Shares with respect to vested Performance Shares

in accordance with Section 2(b) of this Agreement.

(b) 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)

of this Agreement prior to the date the Performance Shares are fully vested, all unvested Performance Shares granted hereunder will be

forfeited in full on the date the Participant ceases to be an Employee.

5. Change

in Control. In the event of a Change in Control prior to the date the Performance Shares are fully vested while the Participant continues

to be an Employee, all Performance Shares shall fully vest and the Company shall issue and deliver the Shares underlying such Performance

Shares to the Participant in accordance with Section 2(b) of this Agreement.

6. Restrictions

on Transfer. Neither the Performance Shares granted hereunder nor any right or interest under this Agreement (including, without limitation,

any interest in the Shares underlying such Performance Shares) shall be transferable prior to payment in accordance with Section 2 of

this Agreement other than as contemplated by Section 7 of this Agreement or by will or the laws of descent and distribution. If Performance

Shares granted hereunder or any right or interest under this Agreement (including, without limitation, any interest in the Shares underlying

Performance Shares) are sold, transferred, pledged, assigned or otherwise alienated or hypothecated, whether voluntarily or involuntarily,

other than in accordance with this Agreement or the Plan, or if any attachment, execution, garnishment or lien shall be issued against

or placed upon Performance Shares granted hereunder or any right or interest under this Agreement (including, without limitation, any

interest in the Shares underlying Performance Shares), all Performance Shares shall be immediately forfeited by the Participant and all

obligations of the Company under this Agreement shall terminate.

7. 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.

9. Miscellaneous.

(a) This

Agreement and the rights of the Participant hereunder are subject to all the terms and conditions of the Plan, as the same may be amended

from time to time, as well as to such rules and regulations as the Committee may adopt for administration of the Plan. It is expressly

understood that the Committee is authorized to administer, construe and make all reasonable determinations necessary or appropriate to

the administration of the Plan and this Agreement, all of which shall be binding upon the Participant.

(b) In

accordance with Section 20 of the Plan, the Board may terminate, amend or modify the Plan.

Participant shall be obligated to pay to the Company or make arrangements satisfactory to the Committee for payment of any federal, state

and local taxes (including the Participant’s FICA obligation), whether domestic or foreign, required by law to be withheld on account

of any event under this Agreement. The Company shall have the power and the right to deduct or withhold from the Participant’s compensation

an amount sufficient to satisfy federal, state and local taxes (including the Participant’s FICA obligation), whether domestic or

foreign, required by law to be withheld with respect to any event under this Agreement. Notwithstanding the above, unless otherwise determined

by the Committee, the Company will, withhold Shares otherwise to be issued or delivered to settle vested Performance Shares having an

aggregate fair market value on the date the tax is to be determined equal to the amount required to be withheld. Such withholding shall

be subject to any procedural rules adopted by the Committee with respect thereto.

(d) The

Participant shall be obligated to take all steps necessary to comply with all applicable provisions with respect to transfers of the Company’s

securities imposed by the Company’s certificate of incorporation, bylaws and insider trading policies and federal and state securities

laws, each as in effect from time to time, in exercising his or her rights under this Agreement.

(e) All

obligations of the Company under the Plan and this Agreement shall be binding on any successor (whether direct or indirect, by purchase,

merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company.

(f) This

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

(g) Notice

hereunder shall be given to the Company at its principal place of business or such other address as the Company may subsequently furnish

to the Participant in writing and shall be given to the Participant at the address of such Participant that is specified in the Company’s

records.

(h) The

Participant is deemed to be bound by the terms and conditions governing the Performance Shares granted hereunder as the same are set forth

in this Agreement and the Plan, regardless of whether the Participant acknowledges acceptance of such grant by electronic communication

or other written communication.

(i) This

Agreement and the Plan are intended to be exempt from or comply with Section 409A of the Code, and all provisions of this Agreement and

the Plan shall be administered, construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties

under Section 409A of the Code. To the extent that the Performance Shares, or the issuance or delivery of the Shares underlying the Performance

Shares are subject to Section 409A of the Code, the Performance Shares shall be awarded and any Shares in respect thereof shall be issued

or delivered in a manner that will comply with Section 409A of the Code, including proposed, temporary or final regulations or any other

guidance issued by the Secretary of the Treasury and the Internal Revenue Service with respect thereto. Notwithstanding any provision

of this Agreement to the contrary, in light of the uncertainty with respect to the proper application of Section 409A of the Code, the

Company reserves the right to make amendments to this Agreement as the Company deems necessary or desirable to avoid the imposition of

taxes or penalties under Section 409A of the Code. In any case, the Participant shall be solely responsible and liable for the satisfaction

of all taxes and penalties that may be imposed in connection with this Agreement (including any taxes and penalties under Section 409A

of the Code), and neither the Company nor any affiliate of the Company shall have any obligation to indemnify or otherwise hold the Participant

harmless from any or all of such taxes or penalties. Each payment under this Agreement shall be treated as a separate payment for purposes

of Section 409A of the Code. Notwithstanding any other provision to the contrary, to the extent that any payment described in this Agreement

constitutes a “deferral of compensation” subject to Section 409A of the Code (after taking into account to the maximum extent

possible any applicable exemptions) treated as payable upon a “separation from service” (as defined in Section 409A of the

Code), then, if on the date of the Participant’s separation from service, the Participant is a “specified employee”

(as defined in Section 409A of the Code and using the identification methodology selected by the Company from time to time), to the extent

required for the Participant not to incur additional taxes pursuant to Section 409A of the Code, then such payment will be made to the

Participant on the earlier of (i) the first business day following the six-month anniversary of the Participant’s separation from

service or (ii) the Participant’s death. Notwithstanding any other provision to the contrary, a termination or cessation of employment

shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of “deferred compensation”

upon or following a termination or cessation of employment unless such termination is also a “separation from service” from

the Company, and, for purposes of any such provision of this Agreement, references to “employment termination,” “termination

of employment,” “employment cessation,” “cessation of employment” or like terms shall mean “separation

from service.”

(j) Notwithstanding

anything to the contrary in this Agreement (or in any other agreement, contract or arrangement with the Company or any Parent or Subsidiary

or affiliate of the Company, or in any policy, procedure or practice of the Company or any Parent or Subsidiary or affiliate (collectively,

the “Arrangements”)): (i) nothing in the Arrangements or otherwise limits Participant’s right to any monetary

award offered by a government-administered whistleblower award program for providing information directly to a government agency (including

the Securities and Exchange Commission pursuant to Section 21F of the Exchange Act, the Dodd-Frank Wall Street Reform and Consumer

Protection Act or The Sarbanes-Oxley Act of 2002), and (ii) nothing in the Arrangements or otherwise prevents the Participant from providing,

without prior notice to the Company, information to governmental authorities regarding possible legal violations or otherwise testifying

or participating in any investigation or proceeding by any governmental authorities regarding possible legal violations, and for purposes

of clarity, the Participant is not prohibited from providing information voluntarily to the Securities and Exchange Commission pursuant

to Section 21F of the Exchange Act.

(k) Notwithstanding

anything in this Agreement or anything in any other agreement between the Company (or any of its affiliates) and the Participant to the

contrary, the Participant acknowledges and agrees that the terms and conditions set forth in the New Era Helium Inc. Policy for Recovery

of Erroneously Awarded Compensation (the “Clawback Policy”) are incorporated in this Agreement by reference. To the

extent the Clawback Policy is applicable to the Participant, it creates additional rights for the Company with respect to this award of

Performance Shares, Shares received upon the settlement of the Performance Shares, and other applicable incentive-based compensation,

including, without limitation, annual cash incentive compensation awards granted to the Participant by the Company. Notwithstanding any

provisions in this Agreement or any provisions in any other agreement between the Company (or any of its affiliates) and the Participant

to the contrary, any award of Performance Shares granted, Shares received upon the settlement of Performance Shares, and such other applicable

incentive-based compensation, including, without limitation, annual cash incentive compensation, will be subject to potential mandatory

cancellation, forfeiture and/or repayment by the Participant to the Company to the extent the Participant is, or in the future becomes,

subject to (i) the Clawback Policy and any other policies that are adopted by the Company in order to comply with the requirements of

any applicable laws, rules, regulations, or stock exchange listing standards, or (ii) any applicable laws that impose mandatory clawback

or recoupment requirements under the circumstances set forth in such laws, including as required by the Sarbanes-Oxley Act of 2002, the

Dodd-Frank Wall Street Reform and Consumer Protection Act, or other applicable laws, rules, regulations or stock exchange listing standards,

as may be in effect from time to time, and which may operate to create additional rights for the Company with respect to awards and the

recovery of amounts relating thereto. By accepting the award of Performance Shares pursuant to this Agreement, the Participant consents

to be bound by the terms of the Clawback Policy, if applicable, and agrees and acknowledges that the Participant is obligated to cooperate

with, and provide any and all assistance necessary to, the Company in its efforts to recover or recoup the Performance Shares and Shares

received upon the settlement of the Performance Shares, any gains or earnings related to the Performance Shares or Shares received upon

the settlement of the Performance Shares, or any other applicable compensation, including, without limitation, annual cash incentive compensation,

that is subject to clawback or recoupment pursuant to such laws, rules, regulations, stock exchange listing standards or Company policy.

Such cooperation and assistance shall include, but is not limited to, executing, completing and submitting any documentation necessary

to facilitate the recovery or recoupment by the Company from the Participant of any such amounts, including from the Participant’s

accounts or from any other compensation, to the extent permissible under Section 409A.

(l) If

any provision of this Agreement is or becomes invalid, illegal or unenforceable in any jurisdiction, or would disqualify the Plan or this

Agreement under any applicable law, such provision will be construed or deemed amended or limited in scope to conform to applicable laws

or, in the discretion of the Committee, it will be stricken and the remainder of this Agreement will remain in full force and effect.

10. Definitions.

(a) “Cause”

shall mean any of the following: (i) the indictment or conviction of the Participant or plea of nolo contendere by the Participant

for a felony, fraud or other crime of moral turpitude; (ii) gross negligence or gross misconduct by the Participant, which is not cured

within fourteen (14) days after written notice thereof to the Participant; (iii) the Participant’s failure to follow the directions

of the Chief Executive Officer or 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 Participant’s home office as of the Date of Grant. Notwithstanding the foregoing,

no termination of employment by the Participant shall constitute a termination for “Good Reason” unless (A) the Participant

gives the Company notice of the existence of an event described above within sixty (60) days following the initial occurrence thereof;

(B) the Company does not remedy such event within thirty (30) days of receiving the notice described in the preceding clause (A); and

(C) the Participant terminates employment within ninety (90) days of the end of the cure period specified in clause (B) above.

IN WITNESS WHEREOF, this Performance

Award Agreement has been executed as of the date first written above.

COMPANY:

New Era Energy & Digital, Inc., a Nevada corporation

By:

/s/ Charles Nelson

Name:

Charles Nelson

Title:

Chief Executive Officer

PARTICIPANT:

/s/ Jose Rodriguez

Jose Rodriguez

Exhibit A

Management Objectives

Except as otherwise provided in

Section 4 and Section 5 of this Agreement, the Performance Shares granted pursuant to this Agreement shall vest in accordance with the

achievement of the below performance-based and time-based service conditions.

The Performance Shares shall be

divided into three tranches as set forth in the table below (each a “Performance Tranche,” and collectively, the “Performance

Tranches”).

The vesting of each Performance

Tranche is subject to (i) the time-based vesting conditions described below (the “Time Condition”) and (ii) one or

more performance-based vesting conditions as described in the table below (the “Objective Conditions,” and collectively

with the Time Condition, the “Management Objectives”), with each respective Performance Tranche vesting in the Performance

Shares set forth in the table below once the Management Objectives applicable to such Performance Tranche have been certified by the Committee

as met.

Time Condition

The Performance Shares shall be

deemed to have satisfied the Time Condition in equal installments on the first business day of each calendar month over a four-year period

beginning on the Date of Grant, subject to the Participant’s continued employment with the Company (or any affiliate thereof) through

each applicable vesting date except as otherwise set forth in this Agreement.

Objective

Conditions

Each Performance Tranche shall

be deemed to have satisfied the Objective Conditions based on the Committee’s certification of achievement and completion of the

applicable Objective Conditions as set forth in the table below during the Performance Period:

Performance Tranche

Objective Conditions

Tranche 1—150,000 Performance Shares

The Company (or any affiliate thereof) achieved commercial operation at a campus producing at least 200 megawatts (“MW”).

Tranche 2—150,000 Performance Shares

The Company (or any affiliate thereof) has executed a binding lease or pre-lease agreement with a “Tier 1” hyperscaler for a second Company data center site with a contractually committed scalable capacity of no less than 500 MW of critical IT load.

Tranche 3—150,000 Performance Shares

The Company (or any affiliate thereof) has executed a binding financing agreement (including but not limited to a term loan, construction facility, or project finance facility) sufficient to fund the development of the second Company data center site with a contractually committed scalable capacity of no less than an aggregate 500 MW of critical IT load across all Company data center sites.

EX-10.5 — AMENDED AND RESTATED EMPLOYMENT AGREEMENT, EFFECTIVE AS OF JULY 1, 2026, BETWEEN THE COMPANY AND E. WILL GRAY II

EX-10.5

Filename: ea029702601ex10-5.htm · Sequence: 6

Exhibit 10.5

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Amended and Restated

Employment Agreement (this “Agreement”) is made and entered into effective as of July 1, 2026 (the “Effective

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

E. Will Gray II (“Executive”), as an amendment and restatement of the Amended and Restated Employment Agreement

between the Company and Executive, which was effective January 1, 2026 (the “Prior Agreement”).

In consideration of the mutual

covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the

parties hereto agree as follows:

1. Employment. The Company shall continue to employ Executive, and Executive accepts continued employment

with the Company, upon the terms and conditions set forth in this Agreement for the period beginning on the Effective Date and ending

on July 1, 2030 (such period of employment, the “Employment Period”). Notwithstanding the foregoing, the Employment

Period shall end early upon the termination of Executive’s employment for any reason. The terms and conditions set forth in the

Prior Agreement will continue to apply with respect to services provided to the Company by Executive prior to the Effective Date of this

Agreement.

2. Position and Duties. During the Employment Period, Executive shall serve as the Company’s

President of the Permian Basin, reporting to the Chief Executive Officer of the Company (the “CEO”), and shall

have the normal duties, responsibilities and authority of an executive serving in such position, subject to the power of the CEO or the

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 or 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 CEO and the Chairman of the Board 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 CEO and 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 at least $550,000.00 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 in consultation with Executive, to be set

and communicated to Executive no more than thirty (30) days after the management team has presented a business plan with respect to the

applicable year for review by the Board and 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.

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 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 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. The Company shall

also reimburse Executive for club memberships that are approved by the Committee in advance.

(f) Automobile. The Company shall provide Executive with an allowance of $1,500 per month for car and

related maintenance costs. In addition, the Company shall reimburse Executive for the miles for which he travels for business purposes

following the standard mileage rate as determined by the Internal Revenue Service.

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(d). 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).