Form 8-K

8-K — New ERA Energy & Digital, Inc.

Accession: 0001213900-26-064395

Filed: 2026-06-03

Period: 2026-06-01

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 — ea0293372-8k_newera.htm (Primary)

EX-10.1 — EMPLOYMENT AGREEMENT, DATED JUNE 1, 2026, BY AND BETWEEN THE COMPANY AND DARIN ROVELL (ea029337201ex10-1.htm)

EX-10.2 — FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT, BY AND BETWEEN THE COMPANY AND DARIN ROVELL (ea029337201ex10-2.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

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0002028336

2026-06-01

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2026-06-01

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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 1, 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 Directors or Certain Officers; Election

of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Chief

Accounting Officer

On June 1, 2026, the

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

Darin Rovell to serve as Chief Accounting Officer of the Company, effective June 22, 2026.

Mr. Rovell, age 38, previously

served as Senior Director, Consolidations and Reporting at HF Sinclair Corporation (NYSE: DINO) from May 2023 to June 2026, and held various

roles at At Home Group Inc. from May 2016 to May 2023, including most recently as Senior Director of Investor Relations. Mr. Rovell also

formerly held positions at Riveron Consulting LLC, Ernst & Young LLP, and BKD LLP (now Forvis Mazars LLP). Mr. Rovell is a Certified

Public Accountant. Mr. Rovell holds a Bachelor of Science in Accounting from the University of Texas at Dallas and a Master of Business

Administration from the University of Chicago Booth School of Business.

There are no arrangements

or understandings between Mr. Rovell and any other person pursuant to which Mr. Rovell was selected to serve as the Company’s Chief

Accounting Officer. Mr. Rovell 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. Rovell has an interest

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

Rovell Employment

Agreement

In connection with Mr.

Rovell’s appointment as Chief Accounting Officer, the Company and Mr. Rovell entered into an employment agreement (the “Rovell

Employment Agreement”), effective June 22, 2026. Under the Rovell Employment Agreement, Mr. Rovell’s annual base salary

is $350,000, subject to adjustment by the Compensation Committee of the Board (the “Compensation Committee”). Mr. Rovell

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, which will be paid on a pro-rated basis for Mr. Rovell’s employment in 2026. Mr. Rovell

will be eligible for an additional signing bonus of $30,000, 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. Rovell’s employment is terminated for any reason within 12 months. Mr. Rovell 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. Rovell may be eligible to receive grants of equity,

equity-based or similar compensation awards pursuant to the Company’s then-current equity incentive plan or as otherwise approved

by the Compensation Committee.

In the event of a

termination by the Company without Cause or a termination by Mr. Rovell for Good Reason at any time before a Change in Control (as

such terms are defined in the Rovell Employment Agreement), the Company will pay to Mr. Rovell: (i) severance compensation in an

amount equal to 100% of his annual base salary, (ii) any unpaid annual target bonus earned for the prior year, (iii) a pro-rated

portion of the annual target bonus for the year in which the Rovell Employment Agreement is terminated, and (iv) a lump sum payment

equal to the total cost of premium payments for 12 months of coverage under the Company’s benefit plans.

In the event of a

termination by the Company without Cause or a termination by Mr. Rovell for Good Reason on or within 12 months following a Change in

Control, the Company will pay to Mr. Rovell: (i) severance compensation in an amount equal to 150% of his annual base salary, (ii)

any unpaid annual target bonus earned for the prior year, (iii) a pro-rated portion of the annual target bonus for the year in which

the Rovell Employment Agreement is terminated, and (iv) a lump sum payment equal to the total cost of premium payments for 18 months

of coverage under the Company’s benefit plans.

Severance payments described

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

The Rovell Employment

Agreement also contains certain restrictive covenants, including non-competition, confidentiality and non-disparagement covenants, a covenant

not to solicit clients for a period of 18-months following the termination of his employment and not to solicit employees for a period

of 24 months following the termination of his employment.

Rovell RSU Award Agreement

Mr. Rovell will be granted an award of restricted

stock units (“RSUs”) covering a total of 325,000 shares of the Company’s common stock which shall vest each month

over a four-year period beginning on June 22, 2026, subject to Mr. Rovell’s continued employment with the Company through each vesting

date, and in accordance with the terms set forth in the form of Restricted Stock Unit Award Agreement, by and between the Company and

Mr. Rovell (the “Rovell RSU Agreement”), and the terms of the New Era Helium Corp. 2024 Equity Incentive Plan, as amended

(the “Plan”). In the event that Mr. Rovell’s termination of employment with the Company occurs due to a death,

disability, a termination by the Company without Cause, or by Mr. Rovell for Good Reason (as such terms are defined within the Rovell

RSU Agreement), or there is a Change in Control of the Company (as defined within the Plan), the RSUs will vest in full.

The foregoing descriptions of the Rovell Employment

Agreement and Rovell RSU Agreement do not purport to be complete and are qualified in their entirety by reference to the Rovell Employment

Agreement and Rovell RSU Agreement, copies of which are filed herewith as Exhibits 10.1 and 10.2, respectively, and are incorporated by

reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

EXHIBIT

DESCRIPTION

10.1

Employment Agreement, dated June 1, 2026, by and between the Company and Darin Rovell.

10.2

Form of Restricted Stock Unit Award Agreement, by and between the Company and Darin Rovell.

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: June 3, 2026

By:

/s/ E. Will Gray II

E. Will Gray II

Chief Executive Officer

EX-10.1 — EMPLOYMENT AGREEMENT, DATED JUNE 1, 2026, BY AND BETWEEN THE COMPANY AND DARIN ROVELL

EX-10.1

Filename: ea029337201ex10-1.htm · Sequence: 2

Exhibit

10.1

EMPLOYMENT AGREEMENT

This Employment

Agreement (this “Agreement”) is entered into effective as of June 22, 2026 (the “Effective Date”),

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

In consideration

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

the parties hereto agree as follows:

1. Employment. The Company shall employ Executive, and 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 Accounting Officer of the Company, reporting to the Chief Financial 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 Financial Officer of the Company

and Board of Directors of the Company (the “Board”) to expand or limit such duties, responsibilities and authority,

either generally or in specific instances. During the Employment Period, Executive shall devote Executive’s best efforts and Executive’s

full business time and attention (except for permitted vacation periods, reasonable periods of illness or other incapacity) to the business

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

fidelity, and allegiance to act in the best interests of the Company and each of its subsidiaries and affiliates to which he provides

services, and to not act in a manner that would materially injure their business, interests, or reputations. In keeping with these duties,

Executive shall make full disclosure to the Chief Financial 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 $350,000.00 per year and shall be subject to adjustment by the Compensation Committee of

the Board (the “Committee”).

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

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

performance goals (as determined in good faith by the Committee); provided, however, that Executive shall not be eligible

for any such Target Bonus for a calendar year unless Executive remains in the continuous employ of the Company until the date such bonus

is paid (except as otherwise set forth herein). Any Target Bonus earned pursuant to this Section 3(b) shall be paid to Executive

in a single lump sum following receipt of the Company’s audited financial statements, but in any event such Target Bonus will be

paid by March 15th of the calendar year following the calendar year for which such Target Bonus was earned. The Target Bonus

for 2026 will be prorated by multiplying the Target Bonus by a fraction, the numerator of which is the number of days from (and including)

the Effective Date through December 31, 2026 and the denominator of which is 365.

bonus equal to $30,000 (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.

4. Notice of Termination. The Company may terminate Executive’s employment

at any time. Executive may voluntarily terminate his employment without Good Reason with ninety (90) days’ advance notice or for

Good Reason in accordance with the procedures set forth in Section 7(e). In the event Executive provides notice to the Company

of his voluntary termination of employment, the Company may accept such resignation, waive any remaining notice period, and accelerate

the date of Executive’s termination of employment, and any such waiver and earlier termination of employment will not constitute

a Termination Without Cause. Executive’s employment shall also terminate on the date of his death or as a result of a Disability

(as determined by the Committee).

5. Post-Employment Payments.

(a) Accrued Obligations. Except as otherwise set forth in this Agreement, at

the end of Executive’s employment for any reason, Executive shall cease to have any rights to further compensation or employee benefits

except for (i) any Base Salary earned prior to Executive’s termination of employment that remains unpaid as of such termination;

(ii) any unreimbursed business expenses incurred prior to Executive’s termination that are reimbursable in accordance with the Company’s

policies as in effect from time to time; (iii) vested benefits to which Executive may be entitled under any employee benefit plans of

the Company (or an affiliate thereof), which vested benefits will be payable in accordance with the terms of the applicable employee benefit

plan; and (iv) pursuant to any equity compensation, equity-based or similar award (or any portion thereof) which either vests by its terms

due to the circumstances of termination of Executive’s employment or extends by its terms beyond termination of Executive’s

employment.

(b) Severance Benefits.

(i) Termination Without Cause or Termination For Good Reason Before a Change in

Control. Subject to Section 5(c), if the Employment Period ends on account of a Termination Without Cause or a Termination

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

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

payable in equal installments across a twelve (12)-month period based on the Company’s normal payroll cycles;

(B) any annual Target Bonus earned for a calendar year prior to the calendar year

in which the termination of employment occurs that remains unpaid as of such termination of employment (the “Prior Year Bonus”),

payable at the same time as paid to active employees in accordance with Section 3(b) herein;

employment, pro-rated based on the number of days that elapse during such calendar year prior to the date of Executive’s termination

of employment out of the entire calendar year (the “Pro-Rated Bonus”), payable in equal installments in the

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

(D) payment of a lump sum amount within sixty (60) days following such termination

of employment equal to the total cost of premium payments (including both the employer and employee portions) for twelve (12) months of

coverage under the Company’s medical, dental and vision plans for the same level of coverage Executive participated in with his

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

(ii) Termination Without Cause or Termination For Good Reason on or After a Change

in Control. Subject to Section 5(c), if the Employment Period ends on account of a Termination Without Cause or a Termination

For Good Reason either on the date of consummation of a Change in Control or within twelve (12) months following such date, the Company

shall pay Executive the following payments:

(A) severance compensation in an amount equal to one and one-half (1.5) multiplied

by: the Base Salary, payable in a lump sum within sixty (60) days following such termination of employment;

(B) the Prior Year Bonus, payable at the same time as paid to active employees in

accordance with Section 3(b) herein;

termination of employment; and

(D) payment of a lump sum amount within sixty (60) days following such termination

of employment equal to the total cost of premium payments (including both the employer and employee portions) for eighteen (18) months

of coverage under the Company’s medical, dental and vision plans for the same level of coverage Executive participated in with his

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

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.

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 and on the job training 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 and valuable consideration to Executive. 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.

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) “Change in Control” shall have the meaning set forth

in the Company’s 2024 Equity Incentive Plan (or any successor plan thereto). Notwithstanding anything to the contrary in this Agreement,

a “Change in Control” shall only be deemed to occur for purposes of this Agreement if such event constitutes a “change

in control event” within the meaning of Section 409A (as defined below).

(b) “Disability” means the determination by a physician selected

by the Committee (that is reasonably acceptable to Executive) that Executive is reasonably likely to be unable to perform the essential

functions of his position, with or without reasonable accommodation, due to a physical or mental impairment, for a period of one hundred

and eighty (180) consecutive days (or one hundred and eighty (180) days within a twelve (12)-month period) or that Executive has a physical

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

within a one hundred and fifty (150) mile radius of any and all Company location(s), and (ii) Texas and New Mexico.

(d) “Termination For Cause” means the termination by the

Company or any subsidiary of Executive’s employment with the Company or any affiliate as a result of: (i) the indictment or conviction

of Executive or plea of nolo contendere by Executive for a felony, fraud or other crime of moral turpitude; (ii) gross negligence

or gross misconduct by Executive, which is not cured within fourteen (14) days after written notice thereof to Executive; (iii) Executive’s

failure to follow the directions of the Board which is not cured within fourteen (14) days after written notice thereof to Executive;

(iv) Executive’s violation of Section 6 of this Agreement or any other restrictive covenant agreement entered with the Company

or any of its affiliates, which is not cured (if curable) within fourteen (14) days after written notice thereof to Executive; (v) any

conduct by or at the direction of Executive that would reasonably be expected to result in material injury or reputational harm to the

Company (or any of its affiliates), which is not cured within fourteen (14) days after written notice thereof to Executive; (vi) Executive’s

breach of a material employment policy of the Company (or any of its affiliates), which is not cured within fourteen (14) days after written

notice thereof to Executive; (vii) Executive’s breach of the Company’s Code of Conduct and Ethics or the New Era Helium Inc.

Policy for Recovery of Erroneously Awarded Compensation, which is not cured within fourteen (14) days after written notice thereof to

Executive or (viii) any other breach by Executive of this Agreement or any other agreement with the Company (or any of its affiliates)

that is material and that is not cured within fourteen (14) days after written notice thereof to Executive.

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

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

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

Section 22 herein) or any other agreement between the Company and Executive by the Company; (iii) any material diminution in Executive’s

position, duties, authority, or responsibilities; or (iv) a requirement that Executive work full-time from an office that is more than

fifty (50) miles from Dallas, Texas or, in the event Executive has voluntarily relocated to Boulder, Colorado, within fifty (50) miles

from Boulder, Colorado. Notwithstanding the foregoing, no termination of employment by Executive shall constitute a “Termination

For Good Reason” unless (A) Executive gives the Company notice of the existence of an event described above within sixty

(60) days following the initial occurrence thereof; (B) the Company does not remedy such event within thirty (30) days of receiving the

notice described in the preceding clause (A); and (C) Executive terminates employment within ninety (90) days of the end of the cure period

specified in clause (B) above.

(f) “Termination Without Cause” means the termination by the Company or any of its

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

or death or a Termination For Cause.

8. Survival. Subject to any limits on applicability contained therein, Section

6, Section 9, Section 10 and Section 22 hereof shall survive and continue in full force in accordance with its

terms notwithstanding any termination of the Employment Period.

9. Clawback. Notwithstanding any provision of this Agreement or any other agreement

to the contrary, performance-based compensation provided to Executive under this Agreement or pursuant to any other agreement or understanding

shall be subject to the Company’s Policy for Recovery of Erroneously Awarded Compensation or any successor or other clawback or

recoupment policy as in effect from time to time, and any amendments thereto, as required by applicable law, including but not limited

to Section 10D of the Securities Exchange Act of 1934 and the rules and regulations of the U.S. Securities and Exchange Commission and

the rules of the Nasdaq. Further notwithstanding any provision of this Agreement or any other agreement to the contrary, in the event

the Company acquires evidence within the twenty-four (24) month period following Executive’s termination of employment that would

have given the Company grounds to terminate Executive’s employment as a result of a Termination For Cause if the Company had had

such evidence at the time of Executive’s termination, the Company may require Executive to return to the Company all benefits and

compensation paid to Executive pursuant to Section 5(b) herein and may cease payment of any further benefits under Section 5(b).

In the event the Company notifies Executive that it has obtained evidence of grounds to terminate Executive’s employment as a result

of a Termination For Cause, Executive shall be given fourteen (14) days to appear in front of the Committee to discuss such grounds. Executive

expressly agrees to return or repay any amounts to the Company as required under this Section 9 following a final determination

hereunder by the Committee promptly and further expressly agrees to the Company’s offsetting any amounts owed to the Company under

this Section 9 by any amounts otherwise owed by the Company to Executive to the extent permissible under Section 409A (as defined

below).

10. Tax Matters.

(a) Withholding. The Company may withhold from any amounts payable under this Agreement all federal,

state, city or other taxes as the Company is required to withhold pursuant to any applicable law, regulation or ruling. Notwithstanding

any other provision of this Agreement, the Company shall not be obligated to guarantee any particular tax result for Executive with respect

to any payment provided to Executive hereunder, and Executive shall be responsible for any taxes imposed on Executive with respect to

any such payment.

(b) Section 409A.

(i) This Agreement is intended to comply with or be exempt from Section 409A of

the Internal Revenue Code of 1986, as amended (“Section 409A”) and all provisions of this Agreement shall be

administered, construed and interpreted in a manner consistent with such intent. If the Company independently determines any provision

of this Agreement fails to comply with or be exempt from Section 409A, the Company shall, after consulting with Executive, reform such

provision to the minimum extent reasonably appropriate and necessary to attempt to avoid any additional tax or interest under Section

409A. To the extent that any such modification becomes reasonably appropriate and necessary, such modification shall be made in good faith

and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to Executive and the Company of

the applicable provision without violating the provisions of Section 409A. The Company does not guarantee any particular tax result for

Executive and has no obligation to provide Executive with a gross up or indemnity with respect to any taxes that Executive may incur with

respect to any payments or benefits received pursuant to this Agreement.

(ii) Any expense reimbursements required to be made under this Agreement shall be for

covered expenses incurred by Executive during his lifetime, and such reimbursements shall be made not later than December 31st of the

year following the year in which Executive incurs the expense; provided that in no event shall the amount of expenses eligible for payment

or reimbursement, or in-kind benefits provided, by the Company in one calendar year affect the amount of expenses to be paid or reimbursed,

or in-kind benefits to be provided, in any other calendar year. Executive’s right to expense reimbursement shall not be subject

to liquidation or exchange for another benefit.

(iii) To the extent that this Agreement provides for the payment of “deferred compensation” (within

the meaning of Section 409A) to Executive or Executive’s beneficiaries upon or as a result of Executive’s termination of employment,

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

from service” within the meaning of Section 409A.

(iv) Each payment or benefit to which Executive becomes entitled under this Agreement

will be considered, and is hereby designated as, a separate payment for purposes of Section 409A (and consequently Executive’s entitlement

to such payment or benefit will not be considered an entitlement to a single payment of the aggregate amount to be paid). Each such payment

shall be deemed exempt from Section 409A to the greatest extent possible. To the extent that any payments pursuant to this Agreement are

contingent upon Executive entering into the Release and if the period for review or revocation of the Release crosses calendar years,

such payments shall be made or commence in the later calendar year if necessary to avoid taxes or penalties under Section 409A. Any payments

that would otherwise be made during the period for review and revocation of the Release will be made as soon as practicable after such

period ends.

(v) If the Company makes a good faith determination that a payment under this Agreement

(A) constitutes a deferral of compensation for purposes of Section 409A, (B) is made to Executive by reason of his separation from service,

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. 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.

22. Indemnification. The Company agrees to indemnify Executive and hold Executive

harmless against any and all losses, claims, damages, liabilities, costs and expenses (including reasonable attorneys’ fees) incurred

by Executive arising out of or relating to any claim, action, suit, proceeding, or investigation in which Executive is involved by reason

of Executive’s services as an officer of the Company or by reason of any action taken or omitted to be taken by Executive in such

capacity, in each case, to the greatest extent permitted by applicable law. The Company shall maintain directors’ and officers’

liability insurance covering Executive on terms no less favorable than such coverage provided to other executive officers of the Company

during Executive’s employment and for any period thereafter during which Executive may be subject to liability for actions taken

in Executive’s capacity as an officer of the Company.

IN WITNESS WHEREOF,

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

NEW ERA ENERGY & DIGITAL, INC.

By:

/s/ E. Will Gray II

Name:

E. Will Gray II

Title:

Chief Executive Officer

Dated:

06/01/2026

DARIN ROVELL

/s/ Darin Rovell

Dated:

06/01/2026

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 June 22, 2026, by and among New Era

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

DARIN ROVELL

Dated:

EX-10.2 — FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT, BY AND BETWEEN THE COMPANY AND DARIN ROVELL

EX-10.2

Filename: ea029337201ex10-2.htm · Sequence: 3

Exhibit 10.2

New Era Energy

& Digital, Inc.

Restricted Stock Unit Award Agreement

You have been selected

to receive a grant of Restricted Stock Units pursuant to the New Era Helium Corp. 2024 Equity Incentive Plan (the “Plan”)

as specified below:

Participant: Darin Rovell

Date of Grant: [__], 2026

Number of Restricted

Stock Units Granted: 325,000

Vesting

Schedule: The Restricted Stock Units granted shall vest in equal installments on the first business day of each calendar month following

the Date of Grant over a period of four (4) years, subject to the Participant’s continued employment with the Company (or any affiliate

thereof) through each applicable vesting date, except as otherwise set forth herein.

THIS RESTRICTED

STOCK UNIT AWARD AGREEMENT (this “Agreement”), effective as of the Date of Grant, evidences the grant of Restricted

Stock Units (“RSUs”) by New Era Energy & Digital, Inc. (formerly known as New Era Helium Corp.), a Nevada corporation

(the “Company”), to the Participant named above (the “Participant”) pursuant to the provisions of

the Plan.

This Agreement

and the Plan collectively provide a complete description of the terms and conditions governing the RSUs granted hereunder. If there is

any inconsistency between the terms of this Agreement, on the one hand, and the terms of the Plan, on the other hand, the Plan’s

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

otherwise herein. This grant of RSUs shall not confer any right to the Participant (or any other Participant) to be granted RSUs or other

awards in the future under the Plan.

1. Grant

of RSUs. The RSUs covered by this Agreement are granted to the Participant effective on the Date of Grant and are subject to, and

granted upon, the terms, conditions and restrictions set forth in this Agreement and in the Plan. The RSUs granted hereunder shall vest

in accordance with the “Vesting Schedule” set forth above (except as otherwise provided herein).

Issuance of the Shares.

(a) Each RSU granted hereunder that vests shall

entitle the Participant to receive one (1) Share, subject to adjustment in accordance with Section 15 of the Plan.

(b) The

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

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

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

granted hereunder on or as promptly as practicable following the date such RSUs become vested in accordance with the terms of this Agreement,

but in no event later than March 15 of the calendar year following the calendar year in which the RSUs become vested.

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

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

(d) The

Company’s obligations to the Participant with respect to this Agreement and the RSUs granted and vested hereunder shall be satisfied

in full upon the issuance or delivery of Shares in respect of such RSUs.

3. No Rights as Stockholder.

(a) The

Participant shall have no rights of ownership in the RSUs granted hereunder and shall have no voting or other ownership rights in respect

of the Shares underlying the RSUs granted hereunder until the date on which such Shares underlying the RSUs, if any, are issued or delivered

to the Participant pursuant to Section 2 of this Agreement.

(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. In the event the Participant ceases to be an Employee by reason of death prior to the final vesting date in accordance with

the Vesting Schedule set forth above, all RSUs granted hereunder shall become 100% vested on the date of death, and the Company shall

issue or deliver the Shares underlying such RSUs to the Participant or other appropriate person in accordance with Section 2(b) of this

Agreement.

(b) By

Disability. In the event the Participant ceases to be an Employee due to Disability prior to the final vesting date in accordance

with the Vesting Schedule set forth above, all RSUs granted hereunder and held by the Participant at the time of the termination due to

Disability shall become 100% vested, and the Company shall issue or deliver the Shares underlying such RSUs to the Participant in accordance

with Section 2(b) of this Agreement.

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

final vesting date in accordance with the Vesting Schedule set forth above because either (i) the Company (or any affiliate thereof) terminates

such employment for any reason other than for Cause (as defined in Section 10 of this Agreement) or (ii) the Participant terminates his

or her employment for Good Reason (as defined in Section 10 of this Agreement), all RSUs granted hereunder and held by the Participant

at the time of such employment termination shall become 100% vested, and the Company shall issue or deliver the Shares underlying such

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

(d) For

Other Reasons. In the event the Participant ceases to be an Employee for any reason other than a reason set forth in Section 4(a),

4(b) or 4(c) of this Agreement prior to the final vesting date in accordance with the Vesting Schedule set forth above, all unvested RSUs

granted hereunder and held by the Participant at the time of employment cessation shall be forfeited by the Participant.

5. Change

in Control. In the event of a Change in Control prior to the final vesting date in accordance with the Vesting Schedule set forth

above while the Participant continues to be an Employee, all RSUs granted hereunder and held by the Participant at the time of such Change

in Control shall become 100% vested, and the Company shall issue and deliver the Shares underlying such RSUs to the Participant in accordance

with Section 2(b) of this Agreement.

6. Restrictions

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

interest in the Shares underlying such RSUs) shall be transferable prior to payment in accordance with Section 2 of this Agreement other

than as contemplated by Section 7 of this Agreement or by will or the laws of descent and distribution. If RSUs granted hereunder or any

right or interest under this Agreement (including, without limitation, any interest in the Shares underlying RSUs) are sold, transferred,

pledged, assigned or otherwise alienated or hypothecated, whether voluntarily or involuntarily, other than in accordance with this Agreement

or the Plan, or if any attachment, execution, garnishment or lien shall be issued against or placed upon RSUs granted hereunder or any

right or interest under this Agreement (including, without limitation, any interest in the Shares underlying RSUs), all RSUs shall be

immediately forfeited by the Participant and all obligations of the Company under this Agreement shall terminate.

7. Beneficiary

Designation. The Participant may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively)

to whom any benefit under this Agreement is to be paid in case of the Participant’s death before the Participant receives all of

such benefit. Each such designation shall revoke all prior designations by the Participant, shall be in a form prescribed by the Company

and shall be effective only when filed by the Participant in writing with the Company during the Participant’s lifetime. In the

absence of any such designation, benefits remaining unpaid at the Participant’s death shall be paid in accordance with the Participant’s

will or the laws of descent and distribution.

8. Continuation

of Employment. This Agreement shall not confer upon the Participant any right with respect to continuance of employment with the Company

(or any affiliate thereof), nor shall this Agreement interfere in any way with any right that the Company (or any affiliate thereof) would

otherwise have to terminate the Participant’s employment or other service at any time.

Miscellaneous.

(a) This

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

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

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

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

(b) In

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

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

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

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

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

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

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

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

any procedural rules adopted by the Committee with respect thereto.

(d) The

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

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

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

(e) All

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

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

(f) This

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

(g) Notice

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

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

records.

(h) The

Participant is deemed to be bound by the terms and conditions governing the RSUs granted hereunder as the same are set forth in this Agreement

and the Plan, regardless of whether the Participant acknowledges acceptance of such grant by electronic communication or other written

communication.

(i) This

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

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

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

to Section 409A of the Code, the RSUs shall be awarded and any Shares in respect thereof shall be issued or delivered in a manner that

will comply with Section 409A of the Code, including proposed, temporary or final regulations or any other guidance issued by the Secretary

of the Treasury and the Internal Revenue Service with respect thereto. Notwithstanding any provision of this Agreement to the contrary,

in light of the uncertainty with respect to the proper application of Section 409A of the Code, the Company reserves the right to make

amendments to this Agreement as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A

of the Code. In any case, the Participant shall be solely responsible and liable for the satisfaction of all taxes and penalties that

may be imposed in connection with this Agreement (including any taxes and penalties under Section 409A of the Code), and neither the Company

nor any affiliate thereof shall have any obligation to indemnify or otherwise hold the Participant harmless from any or all of such taxes

or penalties. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A of the Code. Notwithstanding

any other provision to the contrary, to the extent that any payment described in this Agreement constitutes a “deferral of compensation”

subject to Section 409A of the Code (after taking into account to the maximum extent possible any applicable exemptions) treated as payable

upon a “separation from service” (as defined in Section 409A of the Code), then, if on the date of the Participant’s

separation from service, the Participant is a “specified employee” (as defined in Section 409A of the Code and using the identification

methodology selected by the Company from time to time), to the extent required for the Participant not to incur additional taxes pursuant

to Section 409A of the Code, then such payment will be made to the Participant on the earlier of (i) the first business day following

the six-month anniversary of the Participant’s separation from service or (ii) the Participant’s death. Notwithstanding any

other provision to the contrary, a termination or cessation of employment shall not be deemed to have occurred for purposes of any provision

of this Agreement providing for the payment of “deferred compensation” upon or following a termination or cessation of employment

unless such termination is also a “separation from service” from the Company, and, for purposes of any such provision of this

Agreement, references to “employment termination,” “termination of employment,” “employment cessation,”

“cessation of employment” or like terms shall mean “separation from service.”

(j) Notwithstanding

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

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

(collectively, the “Arrangements”)): (i) nothing in the Arrangements or otherwise limits Participant’s right

to any monetary award offered by a government-administered whistleblower award program for providing information directly to a government

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

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

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

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

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

pursuant to Section 21F of the Exchange Act.

(k) If

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

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

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

10. Definitions.

(a) “Cause”

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

Participant for a felony, fraud or other crime of moral turpitude; (ii) gross negligence or gross misconduct by the Participant, which

is not cured within fourteen (14) days after written notice thereof to the Participant; (iii) the Participant’s failure to follow

the directions of the Board which is not cured within fourteen (14) days after written notice thereof to the Participant; (iv) the Participant’s

violation of any restrictive covenant agreement (including, without limitation, any noncompete, nonsolicit, nondisparagement and confidentiality

agreement) entered with the Company or any of its affiliates, which is not cured (if curable) within fourteen (14) days after written

notice thereof to the Participant; (v) any conduct by or at the direction of the Participant that would reasonably be expected to result

in material injury or reputational harm to the Company (or any of its affiliates), which is not cured within fourteen (14) days after

written notice thereof to the Participant; (vi) the Participant’s breach of a material employment policy of the Company (or any

of its affiliates), which is not cured within fourteen (14) days after written notice thereof to the Participant; (vii) the Participant’s

breach of the Company’s Code of Conduct and Ethics or the New Era Helium Inc. Policy for Recovery of Erroneously Awarded Compensation,

which is not cured within fourteen (14) days after written notice thereof to the Participant or (viii) any other breach by the Participant

of any agreement with the Company (or any of its affiliates) that is material and that is not cured within fourteen (14) days after written

notice thereof to the Participant.

(b) “Good

Reason” shall mean the Participant’s termination of his employment with the Company or any affiliate as result of any

of the following without the Participant’s consent: (i) a decrease in the Participant’s base salary; (ii) any action or inaction

that results in a material breach of any agreement between the Company and the Participant by the Company; (iii) any material diminution

in the Participant’s position, duties, authority, or responsibilities; or (iv) a requirement that the Participant work full-time

from an office that is more than fifty (50) miles from Dallas, Texas or, in the event the Participant has voluntarily relocated to Boulder,

Colorado, within fifty (50) miles from Boulder, Colorado. Notwithstanding the foregoing, no termination of employment by the Participant

shall constitute a termination for “Good Reason” unless (A) the Participant gives the Company notice of the existence

of an event described above within sixty (60) days following the initial occurrence thereof; (B) the Company does not remedy such event

within thirty (30) days of receiving the notice described in the preceding clause (A); and (C) the Participant terminates employment within

ninety (90) days of the end of the cure period specified in clause (B) above.

IN WITNESS WHEREOF, this Restricted

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

COMPANY:

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

By:

Name:

E. Will Gray II

Title:

Chief Executive Officer

PARTICIPANT:

DARIN ROVELL

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

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

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

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

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

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

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

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

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

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

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

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

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

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

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

+ References

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

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Details

Name:

us-gaap_StatementClassOfStockAxis=us-gaap_CommonStockMember

Namespace Prefix:

Data Type:

Balance Type:

Period Type:

- Details

Name:

us-gaap_StatementClassOfStockAxis=NUAI_WarrantsMember

Namespace Prefix:

Data Type:

Balance Type:

Period Type: