Form 8-K

8-K — New ERA Energy & Digital, Inc.

Accession: 0001213900-26-042161

Filed: 2026-04-10

Period: 2026-04-09

CIK: 0002028336

SIC: 1311 (CRUDE PETROLEUM & NATURAL GAS)

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0285756-8k_newera.htm (Primary)

EX-1.1 — UNDERWRITING AGREEMENT, DATED AS OF APRIL 9, 2026, BY AND BETWEEN NEW ERA ENERGY & DIGITAL, INC. AND NORTHLAND SECURITIES, INC., AS REPRESENTATIVE OF THE SEVERAL UNDERWRITERS NAMED IN SCHEDULE I THERETO (ea028575601ex1-1.htm)

EX-5.1 — OPINION OF ANTHONY, LINDER & CACOMANOLIS, PLLC (ea028575601ex5-1.htm)

EX-99.1 — PRESS RELEASE, DATED APRIL 9, 2026 (ea028575601ex99-1.htm)

GRAPHIC (ea028575601_ex5-1img1.jpg)

GRAPHIC (ea028575601_ex99-1img1.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

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2026-04-09

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the

Securities Exchange Act of 1934

April 9, 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 7.01 Regulation FD Disclosure.

April 9, 2026, New Era Energy & Digital, Inc. (the “Company”) issued a press release announcing the pricing of an underwritten

public offering of 29,850,746 shares of its common stock, par value $0.0001 per share (“Common Stock”), at a price to the

public of $3.35 per share, pursuant to a registration statement on Form S-3 (File No. 333-292892) (the “Registration Statement”)

filed with the U.S. Securities and Exchange Commission (the “Commission”) on January 23, 2026 and declared effective on January

30, 2026, including the prospectus forming a part of the Registration Statement, and a preliminary prospectus supplement, which was filed

with the Commission on April 8, 2026. A copy of the press release announcing the pricing of the Offering (as defined below) is furnished

as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The

information in this Current Report on Form 8-K under Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed”

for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject

to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as

amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific referencing in such filing.

Item 8.01 Other Events.

April 9, 2026, the Company and Northland Securities, Inc., as representative of the several underwriters named in Schedule I thereto (collectively,

the “Underwriters”), entered into an underwriting agreement (the “Underwriting Agreement”), pursuant to which

the Company agreed to sell to the Underwriters, and the Underwriters agreed to purchase from the Company, subject to and upon the terms

and conditions set forth therein, 29,850,746 shares of Common Stock (the “Offering”) at the public offering price less underwriting

discounts and commissions.

The

material terms of the Offering are described in the prospectus supplement, dated April 9, 2026 (the “Prospectus”), to be filed

by the Company with the Commission on or around April 9, 2026, pursuant to Rule 424(b) under the Securities Act.

described in the Prospectus, the Company expects to receive net proceeds from the Offering of approximately $93.4 million and

intends to use the net proceeds of the Offering to repay all outstanding borrowings under its senior secured convertible promissory

note (the “Convertible Note”) with SharonAI, Inc. (“SharonAI”) and the remainder, if any, for general

corporate purposes. The Convertible Note was incurred as part of the acquisition consideration under the previously announced

Membership Interest Purchase Agreement, dated as of January 16, 2026, with SharonAI and matures on June 30, 2026 and has an interest

rate of 10% per annum.

Further,

pursuant to the Underwriting Agreement, the Company has granted the Underwriters a 30-day option to purchase, at the public offering price

less underwriting discounts, up to 4,477,611 additional shares of Common Stock and has agreed not to sell, transfer or otherwise dispose

of any shares of Common Stock for a period beginning from the date of the Underwriting Agreement and ending 90 days after the date of

the Underwriting Agreement without first obtaining the written consent of the Underwriters, subject to certain exceptions.

The

Underwriting Agreement contains customary representations and warranties, agreements and obligations, closing conditions and termination

provisions. The Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities

Act, and to contribute to payments the Underwriters may be required to make because of any of those liabilities.

The

foregoing description is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is attached as Exhibit

1.1 to this Current Report on Form 8-K and incorporated into this Item 8.01 by reference.

copy of the legal opinion of Anthony, Linder & Cacomanolis, PLLC relating to the validity of the issuance and sale of the Common Stock

in the Offering is filed as Exhibit 5.1 to this Current Report on Form 8-K and is filed with reference to, and is hereby incorporated

by reference into, the Registration Statement.

Item

9.01. Financial Statements and Exhibits

(d)

Exhibits

EXHIBIT

DESCRIPTION

1.1

Underwriting Agreement, dated as of April 9, 2026, by and between New Era Energy & Digital, Inc. and Northland Securities, Inc., as representative of the several underwriters named in Schedule I thereto

5.1

Opinion of Anthony, Linder & Cacomanolis, PLLC

23.1

Consent of Anthony, Linder & Cacomanolis, PLLC (included as part of Exhibit 5.1 hereto).

99.1

Press Release, dated April 9, 2026.

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: April 10, 2026

By:

/s/ E. Will Gray II

E. Will Gray II

Chief Executive Officer

EX-1.1

Filename: ea028575601ex1-1.htm · Sequence: 2

Exhibit 1.1

Execution Version

New Era Energy & Digital, Inc.

29,850,746 Shares of Common Stock, par value $0.0001

per share

Underwriting Agreement

April 9, 2026

NORTHLAND SECURITIES, INC.

As Representative of the several Underwriters

listed in Schedule I hereto

c/o Northland Securities, Inc.

150 South Fifth Street, Suite 3300

Minneapolis, Minnesota 55402

Ladies and Gentlemen:

New Era Energy & Digital,

Inc., a Nevada corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule I

hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of

29,850,746 shares (the “Underwritten Shares”) of common stock, par value $0.0001 per share (“Common Stock”), of

the Company and, at the option of the Underwriters, up to an additional 4,477,611 shares of Common Stock (the “Option Shares”).

The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of Common Stock to be outstanding

after giving effect to the sale of the Shares are referred to herein as the “Stock.”

The Company hereby confirms its

agreement with the several Underwriters concerning the purchase and sale of the Shares, as follows:

1. Registration

Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the

Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”),

a registration statement on Form S-3 (File No. 333-292892), including a prospectus, relating to certain securities of the Company, including

the Shares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant

to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule

430 Information”), is referred to herein as the “Registration Statement;” and as used herein, the term “Preliminary

Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any

prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act, the prospectus included in the Registration Statement

at the time of its effectiveness that omits Rule 430 Information (the “Base Prospectus”) and the prospectus supplement dated

April 9, 2026 relating to the Shares, and the term “Prospectus” means the Base Prospectus and the prospectus supplement in

the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation

of sales of the Shares. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act

(the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall

be deemed to include such Rule 462 Registration Statement. Any reference in this underwriting agreement (this “Agreement”)

to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated

by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement

or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend,” “amendment”

or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to

refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations

of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized

terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus.

At or prior to the Applicable

Time (as defined below), the Company had prepared the following information (collectively with the pricing information set forth on Annex

A, the “Pricing Disclosure Package”): a Preliminary Prospectus dated April 8, 2026 and any issuer free writing prospectus

as defined in Rule 433 of the Securities Act, if any, that the parties thereto shall hereafter expressly agree in writing to treat as

part of the Pricing Disclosure Package.

“Applicable Time”

means 6:30 A.M., New York City time, on April 9, 2026.

2. Purchase

of the Shares.

(a) The

Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter,

on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees,

severally and not jointly, to purchase at a price per Share of $3.149 (the “Purchase Price”) from the Company the respective

number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule I hereto.

In addition, the Company agrees

to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the

representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase,

severally and not jointly, from the Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or

distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares.

If any Option Shares are to be

purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio

to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter

in Schedule I hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Underwritten

Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional

Shares as the Representative in its sole discretion shall make.

The Underwriters may exercise

the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the

date of the Prospectus, by written notice from the Representative to the Company. Such notice shall set forth the aggregate number of

Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for,

which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later

than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance

with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of

delivery specified therein, provided that if such date and time of delivery are the same as the Closing Date, such notice may be given

one business day prior to such date and time of delivery.

(b) The

Company understands that the Underwriters intend to make a public offering of the Shares, and initially to offer the Shares on the terms

set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Shares to or

through any affiliate of an Underwriter.

for the Shares shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative

in the case of the Underwritten Shares at 10:00 A.M. New York City time on April 10, 2026, or at such other time or such other date, not

later than the fifth business day thereafter, as the Representative and the Company may agree upon in writing or, in the case of the Option

Shares, on the date and at the time specified by the Representative in the written notice of the Underwriters’ election to purchase

such Option Shares. The time and date of such payment for the Underwritten Shares is referred to herein as the “Closing Date,”

and the time and date for such payment for the Option Shares, if other than the Closing Date, is herein referred to as the “Additional

Closing Date.”

Payment for the Shares to be purchased

on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representative for the respective

accounts of the several Underwriters of the Shares to be purchased on such date or the Additional Closing Date, as the case may be, with

any transfer taxes payable in connection with the sale of such Shares by the Underwriters duly paid by the Company. Delivery of the Shares

shall be made in book-entry form registered in such names and in such denominations as the Representative shall request in writing not

later than one full business day prior to the Closing Date or Additional Closing Date, as applicable, through the facilities of The Depository

Trust Company (“DTC”) unless the Representative shall otherwise instruct.

(d) The

Company acknowledges and agrees that the Representative and the other Underwriters are acting solely in the capacity of an arm’s

length contractual counterparty to the Company with respect to the offering of Shares contemplated hereby (including in connection with

determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person.

Additionally, neither the Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment,

accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall

be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representative

nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the Representative

and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be

performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

3. Representations

and Warranties of the Company. The Company represents and warrants to each Underwriter that:

(a) Compliance

with Registration Requirements. The Registration Statement has become effective under the Securities Act. The Company has complied,

to the Commission’s satisfaction with all requests of the Commission for additional or supplemental information, if any. No stop

order suspending the effectiveness of the Registration Statement is in effect and no proceedings for such purpose or pursuant to Section 8A

of the Securities Act against the Company or related to the offering of the Shares have been instituted or are pending or, to the knowledge

of the Company, are contemplated or threatened by the Commission. At the time the Company’s Annual Report on Form 10-K for the year

ended December 31, 2025 (the “Annual Report”) was filed with the Commission, or, if later, at the time the Registration Statement

was originally filed with the Commission, the Company met the then-applicable requirements for use of Form S-3 under the Securities Act.

The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Pricing Disclosure Package and

the Prospectus, at the time they were or hereafter are filed with the Commission, or became effective under the Exchange Act, as the case

may be, complied and will comply in all material respects with the requirements of the Exchange Act, and none of such documents contained

any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of

the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the

Registration Statement, the Prospectus or the Pricing Disclosure Package, when such documents are filed with the Commission, will conform

in all material respects to the requirements of the Exchange Act and will not include any untrue statement of a material fact or omit

to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(b) Disclosure.

Each Preliminary Prospectus and the Prospectus when filed complied in all material respects with the Securities Act and, if filed by electronic

transmission pursuant to the Commission’s Electronic Data Gathering Analysis and Retrieval system (“EDGAR”), was identical

(except as may be permitted by Regulation S-T under the Securities Act) to the copy thereof delivered to the Underwriters for use in connection

with the offer and sale of the Shares. Each of the Registration Statement and any post-effective amendment thereto, at the time it became

or becomes effective, complied and will comply in all material respects with the Securities Act and did not and will not include any untrue

statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein

not misleading. As of the Applicable Time, the Pricing Disclosure Package (including any preliminary prospectus wrapper) did not, and

at the Closing Date and at each applicable Additional Closing Date, will not, include any untrue statement of a material fact or omit

to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

The Prospectus (including any Prospectus wrapper), as of its date, did not, and at the Closing Date and at each applicable Additional

Closing Date, will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the

statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set

forth in the three immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any post-effective

amendment thereto, or the Prospectus or the Pricing Disclosure Package, or any amendments or supplements thereto, made in reliance upon

and in conformity with written information relating to any Underwriter furnished to the Company in writing by the Representative expressly

for use therein, it being understood and agreed that the only such information consists of the information described in Section 7(b)

below. There are no contracts or other documents required to be described in the Pricing Disclosure Package or the Prospectus or to be

filed as an exhibit to the Registration Statement which have not been described or filed as required.

Writing Prospectuses; Road Show. As of the determination date referenced in Rule 164(h) under the Securities Act, the Company is an

“ineligible issuer” in connection with the offering of the Shares pursuant to Rules 164, 405 and 433 under the Securities

Act. The Company shall not prepare, use, file or refer to any free writing prospectuses. If at any time when a prospectus is required

by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar

rule) in connection with sales of Shares contemplated under this Agreement (but in any event if at any time through and including each

Closing Date) there occurred or occurs an event or development as a result the Preliminary Prospectus would conflict with the information

contained in the Registration Statement or included or would include an untrue statement of a material fact or omitted or would omit to

state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at such time, not

misleading, the Company shall promptly amend or supplement the Preliminary Prospectus to eliminate or correct such conflict or so that

the statements in the Preliminary Prospectus as so amended or supplemented will not include an untrue statement of a material fact or

omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at such

time, not misleading, as the case may be; provided, however, that prior to amending or supplementing the Preliminary Prospectus, the Company

shall furnish to the Representative for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy

of such proposed amended or supplemented Preliminary Prospectus, and the Company shall not file, use or refer to such amended or supplemented

Preliminary Prospectus without the Representative’s prior written consent, which consent shall not be unreasonably withheld.

(d) Distribution

of Offering Material By the Company. Prior to the latest of (i) the expiration or termination of the option granted to the several

Underwriters in Section 2 and (ii) the completion of the Underwriters’ distribution of the Shares, the Company has not distributed

and will not distribute any offering material in connection with the offering and sale of the Shares other than the Registration Statement,

the Pricing Disclosure Package or the Prospectus and any oral or written communication with potential investors undertaken in reliance

on either Section 5(d) of, or Rule 163B under, the Securities Act (each, a “Testing-the-Waters Communication” and, if

a written communication, a “Written Testing-the-Waters Communication”). The Company has not distributed or approved for distribution

any Written Testing-the-Waters Communications other than those listed on Annex B hereto. Each Written Testing-the-Waters Communication,

when considered together with the Pricing Disclosure Package, did not, as of the Applicable Time, include any untrue statement of a material

fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were

made, not misleading.

(e) The

Underwriting Agreement. This Agreement has been duly authorized, executed and delivered by the Company.

(f) Authorization

of the Shares. (i) The Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered

by the Company against payment therefor pursuant to this Agreement, will be validly issued, fully paid and nonassessable; and (ii) and,

except as have been duly waived or as otherwise disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus,

the issuance and sale of the Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe

for or purchase the Shares.

(g) No

Applicable Registration or Other Similar Rights. There are no persons with registration or other similar rights to have any equity

or debt securities registered for sale under the Registration Statement or included in the offering contemplated by this Agreement, except

for such rights as have been duly waived.

(h) No

Material Adverse Change. Except as otherwise disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus,

subsequent to the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and

the Prospectus: (i) there has been no material adverse change, or any development that would reasonably be expected to result in a material

adverse change, in the condition, financial or otherwise, or in the earnings, business, properties, operations, assets, liabilities or

prospects, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries, considered

as one entity (any such change being referred to herein as a “Material Adverse Change”); (ii) the Company and its subsidiaries,

considered as one entity, have not incurred any material liability or obligation, indirect, direct or contingent, including without limitation

any losses or interference with its business from fire, explosion, flood, earthquakes, accident or other calamity, whether or not covered

by insurance, or from any strike, labor dispute or court or governmental action, order or decree, that are material, individually or in

the aggregate, to the Company and its subsidiaries, considered as one entity, or has entered into any transactions not in the ordinary

course of business; and (iii) there has not been any material decrease in the capital stock or any material increase in any short-term

or long-term indebtedness of the Company or its subsidiaries and there has been no dividend or distribution of any kind declared, paid

or made by the Company or, except for dividends paid to the Company or other subsidiaries, by the Company’s subsidiaries on any

class of capital stock, or any repurchase or redemption by the Company or any of its subsidiaries of any class of capital stock.

(i) Independent

Accountants. Weaver and Tidwell, L.L.P., which has expressed its opinion with respect to the financial statements (which term as used

in this Agreement includes the related notes thereto) filed with the Commission as a part of the Registration Statement, the Pricing Disclosure

Package and the Prospectus, is (i) an independent registered public accounting firm as required by the Securities Act, the Exchange Act,

and the rules of the Public Company Accounting Oversight Board (“PCAOB”), (ii) in compliance with the applicable requirements

relating to the qualification of accountants under Rule 2-01 of Regulation S-X under the Securities Act and (iii) a registered public

accounting firm as defined by the PCAOB whose registration has not been suspended or revoked and who has not requested such registration

to be withdrawn.

(j) Financial

Statements. The financial statements filed with the Commission as a part of the Registration Statement, the Pricing Disclosure Package

and the Prospectus present fairly, in all material respects, the consolidated financial position of the Company and its subsidiaries as

of the dates indicated and the results of their operations, changes in stockholders’ equity and cash flows for the periods specified.

Such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States

(“GAAP”), applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related

notes thereto. All disclosures contained in the Registration Statement, any preliminary prospectus or the Prospectus, that constitute

non-GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Exchange Act) comply with Regulation

G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicable.

(k) Company’s

Accounting System. The Company and its subsidiaries make and keep accurate books and records and maintain a system of internal accounting

controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general

or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with

GAAP and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general

or specific authorization; (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate

action is taken with respect to any differences; and (v) the interactive data in eXtensible Business Reporting Language included or incorporated

by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus fairly presents the information called for

in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto. As disclosed

in the Annual Report, the Company’s management identified material weaknesses in the Company’s internal control over financing

reporting and concluded that such internal control over financing reporting was not effective as of such date. The Company has taken action

to remediate the material weakness and is still in the process of completing such remediation. The Company believes the steps taken to

date are reasonable and appropriate given the size and complexity of the Company.

(l) Disclosure

Controls and Procedures; Deficiencies in or Changes to Internal Control Over Financial Reporting. Except as described in the Registration

Statement, the Pricing Disclosure Package and the Prospectus, the Company has established and maintains disclosure controls and procedures

(as defined in Rules 13a-15 and 15d-15 under the Exchange Act), which (i) are designed to ensure that material information relating to

the Company, including its consolidated subsidiaries, is made known to the Company’s principal executive officer and its principal

financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange

Act are being prepared; (ii) have been evaluated by management of the Company for effectiveness as of the end of the Company’s most

recent fiscal quarter; and (iii) are effective in all material respects to perform the functions for which they were established. Since

the end of the Company’s most recent audited fiscal year, there have been no significant deficiencies or material weakness in the

Company’s internal control over financial reporting (whether or not remediated) and no change in the Company’s internal control

over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control

over financial reporting. The Company is not aware of any change in its internal control over financial reporting that has occurred during

its most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal

control over financial reporting. As disclosed in the Annual Report, the Company’s management, including the Chief Executive Officer

and Chief Financial Officer, concluded that the Company’s disclosure controls and procedures were not effective as of such date.

The Company has taken action to remediate the material weakness and is still in the process of completing such remediation. The Company

believes the steps taken to date are reasonable and appropriate given the size and complexity of the Company.

(m) Incorporation

and Good Standing of the Company. The Company has been duly incorporated and is validly existing as a corporation in good standing

under the laws of the State of Nevada and has the corporate power and authority to own, lease and operate its properties and to conduct

its business as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and to enter into and perform

its obligations under this Agreement. The Company is duly qualified as a foreign corporation to transact business and is in good standing

in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct

of business, except where the failure to be so qualified or in good standing, as the case may be, or to have such power or authority would

not, individually or in the aggregate, have a Material Adverse Effect (defined below).

(n) Subsidiaries.

The Company’s “subsidiaries” (for purposes of this Agreement, as defined in Rule 405 under the Securities Act) have

been duly incorporated or organized, as the case may be, and are validly existing and in good standing (where such concept is recognized)

under the laws of the jurisdiction of its incorporation or organization and have the power and authority (corporate or other) to own,

lease and operate their properties and to conduct their business as described in the Registration Statement, the Pricing Disclosure Package

and the Prospectus. The Company’s subsidiaries are duly qualified to transact business and are in good standing (where such concept

is recognized) in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property

or the conduct of business, except where the failure to be so qualified or in good standing, as the case may be, or have such power or

authority would not, individually or in the aggregate, have a Material Adverse Effect. All of the issued and outstanding capital stock

or other equity or ownership interests of the Company’s subsidiaries have been duly authorized and validly issued, are fully paid

and nonassessable and are owned by the Company, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse

claim, except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Company does not own

or control, directly or indirectly, any corporation, association or other entity other than Texas Critical Data Centers LLC and the subsidiaries

listed in Exhibit 21.1 to the Annual Report. The subsidiaries listed in Schedule II to this Agreement are the only significant subsidiaries

of the Company.

(o) Capitalization

and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration

Statement, the Pricing Disclosure Package and the Prospectus (other than for subsequent issuances, if any, pursuant to employee benefit

plans or inducement awards, or upon the exercise of outstanding options or warrants, or upon the conversion of any convertible promissory

notes, in each case described in the Registration Statement, the Pricing Disclosure Package and the Prospectus). The Shares, when issued

pursuant to the terms of this Agreement will conform, in all material respects, to the description thereof contained in the Pricing Disclosure

Package. All of the issued and outstanding shares of Common Stock have been duly authorized and validly issued, are fully paid and nonassessable

and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding shares of Common Stock

were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities

of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to

purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or its subsidiaries

other than those described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The descriptions of the Company’s

stock option, stock bonus and other stock plans or arrangements (each, a “Company Stock Plan”), and the options or other rights

granted thereunder, set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus accurately and fairly presents,

in all material respects, the information required to be shown with respect to such plans, arrangements, options and rights.

(p) Stock

Exchange Listing. The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act and is listed on the

Nasdaq Stock Market (the “Nasdaq”), and the Company has taken no action designed to, or likely to have the effect of, terminating

the registration of the Common Stock under the Exchange Act or delisting the Common Stock from the Nasdaq, nor has the Company received

any notification that the Commission or the Nasdaq is contemplating terminating such registration or listing. To the Company’s knowledge,

it is in compliance with all applicable listing requirements of the Nasdaq.

(q) Non-Contravention

of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor its subsidiaries is in violation

of its charter or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default

(or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement,

note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security

agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company

or its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective properties or assets are

subject (each, an “Existing Instrument”), except for such Defaults as could not be expected, individually or in the aggregate,

to have a material adverse effect on the condition (financial or other), earnings, business, properties, operations, assets, liabilities

or prospects of the Company and its subsidiaries, considered as one entity (a “Material Adverse Effect”). The Company’s

execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby and by the Registration Statement,

the Pricing Disclosure Package and the Prospectus and the issuance and sale of the Shares (including the use of proceeds from the sale

of the Shares as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus under the caption “Use

of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions

of the charter or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company

or any subsidiary (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below)

under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or of its

subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except as could not be expected, individually

or in the aggregate, to have a Material Adverse Effect and (iii) will not result in any violation of any law, administrative regulation

or administrative or court decree applicable to the Company or its subsidiaries, except for such violations as would not be expected,

individually or in the aggregate, to have a Material Adverse Effect. No consent, approval, authorization or other order of, or registration

or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery

and performance of this Agreement and the consummation of the transactions contemplated hereby and by the Registration Statement, the

Pricing Disclosure Package and the Prospectus, except such as have been obtained or made or will be made by the Company under the Securities

Act, as have been obtained or will be made by the Company with the Nasdaq, and such as may be required under applicable state securities

or blue sky laws or Financial Industry Regulatory Authority, Inc. (“FINRA”) rules. As used herein, a “Debt Repayment

Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder

of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the

repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or its subsidiaries.

(r) Compliance

with Laws. The Company and its subsidiaries have been and are in compliance with all applicable laws, rules and regulations, except

where failure to be so in compliance could not be expected, individually or in the aggregate, to have a Material Adverse Effect.

(s) No

Material Actions or Proceedings. Except as otherwise disclosed in the Registration Statement, the Pricing Disclosure Package and the

Prospectus, there is no action, suit, proceeding, inquiry or investigation brought by or before any governmental entity now pending or,

to the knowledge of the Company, threatened, against or affecting the Company or its subsidiaries, which if determined adversely to the

Company or its subsidiaries would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect or materially

and adversely affect the consummation of the transactions contemplated by this Agreement or the performance by the Company of its obligations

hereunder; and the aggregate of all pending legal or governmental proceedings to which the Company or any such subsidiary is a party or

of which any of their respective properties or assets is the subject, including ordinary routine litigation incidental to the business,

if determined adversely to the Company, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse

Effect. No material labor dispute with the employees of the Company or its subsidiaries exists or, to the knowledge of the Company, is

threatened or imminent.

(t) Intellectual

Property. (i) The Company and its subsidiaries own or have the right to use all patents, patent

rights, statutory invention rights, community designs, invention disclosures, rights in utility models and industrial designs, inventions,

registered and unregistered copyrights (including copyrights in software), intellectual property rights in technology and software, data,

knowhow (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures),

trademarks, service marks, business names, trade names, logos, slogans, trade dress, design rights, Internet domain names, social media

accounts, any other designations of source or origin, and any applications (including provisional applications), registrations, or renewals

for any of the foregoing, rights to publicity and privacy and/or other intellectual property (collectively, “Intellectual Property”)

used in or necessary for the conduct of their respective businesses; (ii) the Company’s and its subsidiaries’ conduct of their

respective businesses does not and has not, in the last three (3) years, infringed, misappropriated or otherwise violated, any Intellectual

Property of any person in any manner that would be reasonably be expected to have, individually or in the aggregate, a Material Adverse

Effect; (iii) the Company and its subsidiaries have not received any written notice of any claim relating to Intellectual Property, including

any claim alleging any infringement, misappropriation or other violation of, or conflict regarding, any Intellectual Property of a third

party; and (iv) to the knowledge of the Company, the Intellectual Property of the Company and its subsidiaries is not being and has not

been infringed, misappropriated or otherwise violated by any person and there is no pending or threatened action, suit, proceeding or

claim by the Company or any of its subsidiaries against a third party regarding the foregoing. (I) The Company and its subsidiaries have

complied in all material respects with the terms of each agreement material to the operation of their respective businesses pursuant to

which Intellectual Property has been licensed to the Company or its subsidiaries, (II) neither the Company nor any of its subsidiaries

has received any written notice alleging any such noncompliance, and (III) all such agreements are in full force and effect, except where

the failure to be in full force and effect would not reasonably be expected to have, individually or in the aggregate, a Material Adverse

Effect. To the knowledge of the Company, all Intellectual Property owned by the Company (such Intellectual Property, the “Company

Intellectual Property”) is valid, subsisting and enforceable and there is no pending or, to the Company’s knowledge, threatened

action, suit, proceeding or claim by any third party challenging the validity, ownership, registrability, scope or enforceability of any

Company Intellectual Property. All material Company Intellectual Property has been duly maintained in all material respects and is in

full force and effect, and all actions or fees necessary to prosecute or maintain such Company Intellectual Property have been timely

taken, met or paid. Each person who is or was an employee or contractor of the Company or any of its subsidiaries and who is, was or,

in the case of current employees and contractors, is reasonably expected to be involved in the creation or development of any material

Intellectual Property for or on behalf of the Company has executed a valid, written agreement containing an effective assignment to the

Company or any of its subsidiaries or other legal obligation that grants the Company and its subsidiaries ownership of the person’s

rights in and to such Intellectual Property. The Company has taken commercially reasonable steps to maintain the confidentiality of the

trade secrets and other confidential Intellectual Property material to the business of the Company and its subsidiaries. No Intellectual

Property has been obtained or is being used by the Company or its subsidiaries in violation of any material contractual obligations binding

on the Company or its subsidiaries or in violation of any contractual rights of any person. No university, military, educational institution,

research center, governmental entity or other organization has funded, sponsored or contributed to research and development conducted

in connection with the business of the Company or any of its subsidiaries in a manner that (1) would give rise to a claim of right to,

ownership of or other lien on any Company Intellectual Property or (2) would affect the proprietary nature of any Company Intellectual

Property or materially restrict the ability of the Company or any of its subsidiaries to enforce, license or exclude others from using

any Company Intellectual Property.

(u) Title

to Properties. The Company and its subsidiaries have good and marketable title in fee simple

to all real property owned by them and good and marketable title in all personal property owned by them that is material to the business

of the Company and its subsidiaries, in each case free and clear of any lien, charge, pledge, security interest, encumbrance, right of

first refusal, preemptive right or other restriction (“Liens”), except for (i) as

set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (ii) Liens

as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such

property by the Company and its subsidiaries and (iii) Liens for the payment of federal, state or other taxes that are not delinquent

or for which appropriate reserves have been made therefor in accordance with GAAP. Any real property and facilities held under lease by

the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases with which the Company and the Subsidiaries

are in compliance in all material respects.

(v) Taxes.

Except as would not be expected to have a Material Adverse Effect or except as disclosed in the

Registration Statement, the Pricing Disclosure Package or the Prospectus, (i) the Company

and its subsidiaries have paid all U.S. federal, state, local and non-U.S. taxes required to be paid by them through the date hereof unless

such taxes are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance

with GAAP, (ii) the Company and its subsidiaries have filed all tax returns required to be paid or filed through the date hereof, and

(iii) there is no tax deficiency that has been, or would reasonably be expected to be, asserted against the Company or any of its subsidiaries

or any of their respective properties or assets.

(w) Insurance.

The Company and its subsidiaries have insurance covering their respective properties, operations,

personnel and businesses, including business interruption insurance, which insurance is in amounts and insures against such losses and

risks as are adequate to protect the Company and its subsidiaries and their respective businesses; and neither the Company nor any of

its subsidiaries has (i) received notice from any insurer or agent of such insurer that capital improvements or other expenditures are

required or necessary to be made in order to continue such insurance or (ii) any reason to believe that it will not be able to renew its

existing insurance coverage as and when such coverage expires or to obtain similar coverage.

(x) [Reserved.]

(y) Compliance

with Environmental Laws. Except as otherwise disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus,

(i) The Company and its subsidiaries (x) are in compliance with all, and have not violated any, applicable federal, state, local and foreign

laws (including common law), rules, regulations, requirements, judgments, decrees, and orders relating to pollution or the protection

of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively,

“Environmental Laws”); (y) have received and are in compliance with all, and have not violated any, permits, licenses, certificates

or other authorizations or approvals required of them under any Environmental Laws to conduct their respective businesses; and (z) have

not received notice of any actual or potential liability or obligation under or relating to, or any actual or potential violation of,

any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or

wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any

such notice; (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries,

except in the case of each of (i) and (ii) above, for any such matter as would not, individually or in the aggregate, reasonably be expected

to have a Material Adverse Effect; (iii) there is no proceeding that is pending, or that is known to be contemplated, against the Company

or any of its subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceeding regarding

which it is reasonably believed no monetary sanctions of $300,000 or more will be imposed; (iv) the Company and its subsidiaries are not

aware of any facts or issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws

or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that would reasonably be expected to have a material

effect on the capital expenditures, earnings or competitive position of the Company and its subsidiaries; and (v) none of the Company

or its subsidiaries anticipates material capital expenditures relating to any Environmental Laws.

(z) No

Rated Debt or Preferred Securities. There are no debt or preferred securities issued, or guaranteed, by the Company or its subsidiaries

that are rated by a “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62)

of the Exchange Act.

(aa) ERISA Compliance.

Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (A) the Company and its

subsidiaries and any “employee benefit plan” (as defined under ERISA) established or maintained by the Company, its subsidiaries

or their “ERISA Affiliates” (as defined below) are in compliance with ERISA; (B) no “reportable event” (as defined

under ERISA), for which notice has not been waived, has occurred or is reasonably expected to occur with respect to any “employee

benefit plan” established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates; (C) no “employee

benefit plan” established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates, if such “employee

benefit plan” were terminated, would have any “amount of unfunded benefit liabilities” (as defined under ERISA); (D)

neither the Company, its subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any liability under

(1) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan” or (2) Sections 412,

4971, 4975 or 4980B of the Code; (E) each employee benefit plan established or maintained by the Company, its subsidiaries or any of their

ERISA Affiliates that is intended to be qualified under Section 401(a) of the Code is so qualified and, to the knowledge of the Company,

nothing has occurred, whether by action or failure to act, which would cause the loss of such qualification. As used in this Section (aa),

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations

thereunder. “ERISA Affiliate” means, with respect to the Company or its subsidiaries, any member of any group of organizations

described in Sections 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986, as amended, and the regulations and published

interpretations thereunder (the “Code”) of which the Company or its subsidiaries is a member.

(bb) Company Not an “Investment

Company.” The Company is not, and will not be, either after receipt of payment for the Shares or after the application of the

proceeds therefrom as described under “Use of Proceeds” in the Registration Statement, the Pricing Disclosure Package or the

Prospectus, required to register as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment

Company Act”).

(cc) No Price Stabilization

or Manipulation; Compliance with Regulation M. Neither the Company nor its subsidiaries have taken, directly or indirectly, without

giving effect to activities by the Underwriters, any action designed to or that would reasonably be expected to cause or result in stabilization

or manipulation of the price of the Shares or of any “reference security” (as defined in Rule 100 of Regulation M under the

Exchange Act (“Regulation M”)) with respect to the Shares, whether to facilitate the sale or resale of the Shares or otherwise,

and has taken no action which would directly or indirectly violate Regulation M.

(dd) Related-Party Transactions.

There are no business relationships or related-party transactions involving the Company or its subsidiaries or any other person required

to be disclosed in the Registration Statement, the Pricing Disclosure Package or the Prospectus that have not been disclosed as required.

(ee) FINRA Matters.

All of the information provided to the Representative or to counsel for the Underwriters by the Company, its counsel, its officers and

directors and, to the Company’s knowledge, the holders of any securities (debt or equity) or options to acquire any securities of

the Company in connection with the offering of the Shares is true, complete, correct and compliant in all material respects with FINRA’s

rules and any letters, filings or other supplemental information provided to FINRA pursuant to FINRA Rules is true, complete and correct

in all material respects.

(ff) Parties to Lock-Up

Agreements. The Company has furnished to the Underwriters a letter agreement in the form attached hereto as Annex D (the “Lock-up

Agreement”) from each executive officer and director of the Company. If any additional persons shall become directors or officers

of the Company prior to the end of the 90-day restricted period referred to in Section 4(h) hereof, the Company shall cause each

such person, prior to or contemporaneously with their appointment or election as a director or officer of the Company, to execute and

deliver to the Representative a Lock-up Agreement.

(gg) Statistical and Market-Related

Data. All statistical, demographic and market-related data included in the Registration Statement, the Pricing Disclosure Package

or the Prospectus are based on or derived from sources that the Company believes to be reliable and accurate in all material respects.

(hh) No Unlawful Contributions

or Other Payments. Neither the Company nor its subsidiaries nor, to the best knowledge of the Company, any employee or agent of the

Company or its subsidiaries, has made any contribution or other payment to any official of, or candidate for, any federal, state or foreign

office in violation of any applicable law or of the character required to be disclosed in the Registration Statement, the Pricing Disclosure

Package or the Prospectus.

(ii) Foreign

Corrupt Practices Act. Neither the Company nor its subsidiaries nor, to the knowledge of the Company, any director, officer, agent,

employee, controlled affiliate or other person acting on behalf of the Company or its subsidiaries have, in the course of its actions

for, or on behalf of, the Company or its subsidiaries (i) used any corporate funds for any unlawful contribution, gift, entertainment

or other unlawful expenses relating to political activity; (ii) made any direct or indirect unlawful payment to any domestic government

official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and

regulations thereunder, collectively, the “FCPA”) or employee from corporate funds; (iii) violated or is in violation of any

provision of the FCPA or any applicable non-U.S. anti-bribery statute or regulation; or (iv) made any unlawful bribe, rebate, payoff,

influence payment, kickback or other unlawful payment to any domestic government official, such foreign official or employee; and the

Company and its subsidiaries and, to the knowledge of the Company, the Company’s other controlled affiliates have conducted their

respective businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed to ensure, and which

are reasonably expected to continue to ensure, continued compliance therewith.

(jj) Money Laundering Laws.

The operations of the Company and its subsidiaries are, and have been conducted at all times, in compliance with applicable financial

recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering

statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar applicable rules, regulations

or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and

no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company

or its subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

(kk) OFAC. Neither the

Company nor its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee, controlled affiliate or person

acting on behalf of the Company or its subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets

Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation,

the designation as a “specially designated national” or “blocked person,” the United Nations Security Council,

the European Union, His Majesty’s Treasury or other relevant sanctions authority (“Sanctions”), nor is the Company located,

organized or resident in a country or territory that is the subject or target of Sanctions, including, without limitation, Cuba, Iran,

North Korea, Syria (prior to July 1, 2025), Russia, the so-called Donetsk People’s Republic, the so-called Luhansk People’s

Republic, the Crimea region of Ukraine and the non-government controlled areas of Zaporizhzhia and Kherson (each, a “Sanctioned

Country”); and the Company will not directly or indirectly use the proceeds of this offering, or lend, contribute or otherwise make

available such proceeds to any subsidiary, or any joint venture partner or other person or entity, (i) for the purpose of financing the

activities of or business with any person, or in any country or territory, that currently is the subject of Sanctions, (ii) to fund or

facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any

person (including any person participating in the transaction whether as underwriter, advisor, investor or otherwise) of applicable Sanctions.

(ll) Brokers. Except

pursuant to this Agreement, there is no broker, finder or other party that is entitled to receive from the Company any brokerage or finder’s

fee or other fee or commission as a result of any transactions contemplated by this Agreement.

(mm) Forward-Looking Statements.

Each financial or operational projection or other “forward-looking statement” (as defined by Section 27A of the Securities

Act or Section 21E of the Exchange Act) contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus

(i) was so included by the Company in good faith and with reasonable basis after due consideration by the Company of the underlying assumptions,

estimates and other applicable facts and circumstances and (ii) is accompanied by meaningful cautionary statements identifying those factors

that could cause actual results to differ materially from those in such forward-looking statement. No such statement was made with the

knowledge of an executive officer of the Company that it was false or misleading.

(nn) Compliance with Data

Privacy Laws. To the Company’s knowledge, the Company and its subsidiaries are, and at all prior times were, in material compliance

with all applicable state and federal data privacy and security laws and regulations (collectively, the “Privacy Laws”). To

ensure compliance with the Privacy Laws, the Company and its subsidiaries have in place, comply with, and take commercially reasonable

steps reasonably designed to ensure compliance in all material respects with their policies and procedures relating to data privacy and

security and the collection, storage, use, disclosure, handling, and analysis of Personal Data (as defined below) (the “Policies”).

The Company and its subsidiaries have at all times made all disclosures to users or customers required by the Privacy Laws, and none of

such disclosures made or contained in any Policy have, to the knowledge of the Company, been inaccurate or in violation of any Privacy

Laws in any material respect. The Company further certifies that neither it nor any subsidiaries: (i) have received written notice of

any actual or potential liability under or relating to, or actual or potential violation of, any of the Privacy Laws, (ii) is currently

conducting or paying for, in whole or in part, any investigation, remediation, or other corrective action pursuant to any Privacy Law;

or (iii) is a party to any order, decree, or agreement from or with a governmental or regulatory authority or agency that imposes any

obligation or liability under any Privacy Law.

(oo) Cybersecurity;

Data Protection. To the Company’s knowledge, the Company and its subsidiaries’ information technology assets and equipment,

computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate

for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and

its subsidiaries as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and

other corruptants. The Company and its subsidiaries have implemented and maintain commercially reasonable physical, technical and administrative

controls, policies, procedures, and safeguards designed to maintain and protect their material confidential information and the integrity,

continuous operation, redundancy and security of all IT Systems and data, including “Personal Data,” used in connection with

their businesses. “Personal Data” means (i) a natural person’s name, street address, telephone number, e-mail address,

photograph, social security number or tax identification number, driver’s license number, passport number, credit card number, bank

information, or customer or account number; (ii) any information which would qualify as “personally identifying information”

under the Federal Trade Commission Act, as amended; (iii) “personal data” as defined by GDPR, as applicable; (iv) any information

which would qualify as “protected health information” under HIPAA, as applicable; and (v) any other piece of information that

allows the identification of such natural person, or his or her family, or permits the collection or analysis of any data related to an

identified person’s health or sexual orientation. To the Company’s knowledge, there have been no breaches, violations, outages

or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to

notify any other person under applicable law, nor any incidents under review or investigations relating to the same. To the Company’s

knowledge, the Company and its subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments,

orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations

relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized

use, access, misappropriation or modification.

(pp) Reserve Engineer.

MKM Engineering, whose reports appear or are incorporated by reference in the Registration Statement, the Pricing Disclosure Package and

the Prospectus and who has delivered the letter referred to in Section 6(f) hereof, was, as of the date of such report, and is, as

of the date hereof, an independent petroleum engineer with respect to the Company and its subsidiaries.

(qq) Reserve Report Information.

The information contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus regarding estimated proved

reserves of the Company and its subsidiaries is based upon the reserve reports prepared by MKM Engineering. The information provided to

MKM Engineering by the Company and its subsidiaries was true and correct in all material respects on the dates the reports were made.

Such information was provided to MKM Engineering in accordance with all customary industry practices.

(rr) Reserve Reports; Production

Estimates. The factual information underlying the estimates of reserves of the Company and its subsidiaries included in the Registration

Statement, the Pricing Disclosure Package and the Prospectus, including, without limitation, production, costs of operation and development,

current prices for production, agreements relating to current and future operations and sales of production, was true and correct in all

material respects on the dates such estimates were made and such information was supplied and was prepared in accordance with customary

industry practices. Other than normal production of reserves, intervening market commodity price fluctuations, fluctuations in demand

for such products, adverse weather conditions, unavailability or increased costs of rigs, equipment, supplies or personnel, the timing

of third-party operations and other factors, in each case in the ordinary course of business, and except as described in the Registration

Statement, the Pricing Disclosure Package and the Prospectus, neither the Company nor any of its subsidiaries is aware of any facts or

circumstances that would result in a material adverse change in the aggregate net reserves, or the aggregate present value of future net

cash flows therefrom, as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

(ss) [Reserved.]

(tt) Dividend Restrictions.

Except as otherwise disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, no subsidiary of the Company

is prohibited or restricted, directly or indirectly, from paying dividends to the Company, or from making any other distribution with

respect to such subsidiary’s equity securities or from repaying to the Company or any other subsidiary of the Company any amounts

that may from time to time become due under any loans or advances to such subsidiary from the Company or from transferring any property

or assets to the Company or to any other subsidiary.

(uu) Sarbanes-Oxley.

The Company is, and after giving effect to the offering and sale of Shares will be, in compliance in all material respects with all applicable

effective provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations of the Commission promulgated thereunder.

(vv) Margin Rules. Neither

the issuance, sale and delivery of the Shares nor the application of the proceeds thereof by the Company as described in each of the Registration

Statement, the Pricing Disclosure Package and the Prospectus will violate Regulation T, U or X of the Board of Governors of the Federal

Reserve System or any other regulation of such Board of Governors.

(ww) Status under the Securities

Act. At the time of filing the Registration Statement and any post-effective amendment thereto, at the earliest time thereafter that

the Company or any offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Securities Act) of the

Shares and at the date hereof, the Company was and is an “ineligible issuer,” in connection with the offering of the Shares

pursuant to Rules 164, 405 and 433 under the Securities Act.

4. Further

Agreements of the Company. The Company covenants and agrees with each Underwriter that:

(a) Required

Filings. The Company will file the final Prospectus with the Commission within the time periods specified by Rule 424(b) and Rule

430A, 430B or 430C under the Securities Act; and the Company will file within the time periods required by the Commission all reports

and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a),

13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus is required

in connection with the offering or sale of the Shares; and the Company will furnish copies of the Prospectus to the Underwriters in New

York City prior to 10:00 A.M., New York City time, on the business day next succeeding the date of this Agreement in such quantities as

the Representative may reasonably request.

(b) Delivery

of Copies. The Company will deliver, without charge, promptly upon request (i) to the Representative, two signed copies of the Registration

Statement as originally filed and each amendment thereto, in each case including all exhibits and consents filed therewith and documents

incorporated by reference therein; and (ii) to each Underwriter (A) a conformed copy of the Registration Statement as originally filed

and each amendment thereto (without exhibits) and (B) during the Prospectus Delivery Period (as defined below), as many copies of the

Prospectus (including all amendments and supplements thereto and documents incorporated by reference therein) as the Representative may

reasonably request. As used herein, the term “Prospectus Delivery Period” means such period of time after the first date of

the public offering of the Shares as in the opinion of counsel for the Underwriters a prospectus relating to the Shares is required by

law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with sales of the Shares by

any Underwriter or dealer.

or Supplements. During the Prospectus Delivery Period, before filing any amendment or supplement to the Registration Statement, the

Pricing Disclosure Package or the Prospectus, the Company will furnish to the Representative and counsel for the Underwriters a copy of

the proposed amendment or supplement for review and will not make, prepare, use, authorize, approve, refer to or file any such proposed

amendment or supplement to which the Representative reasonably object.

(d) Notice

to the Representative. The Company will advise the Representative promptly, and confirm such advice in writing (which confirmation

may be delivered by electronic mail), (i) when any amendment to the Registration Statement has been filed or becomes effective; (ii) when

any supplement to the Pricing Disclosure Package, the Prospectus, any Written Testing-the-Waters Communication or any amendment to the

Prospectus has been filed or distributed; (iii) of any request by the Commission for any amendment to the Registration Statement or any

amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or

any other request by the Commission for any additional information including, but not limited to, any request for information concerning

any Testing-the-Waters Communication; (iv) of the issuance by the Commission or any other governmental or regulatory authority of any

order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any

of the Pricing Disclosure Package, the Prospectus or any Written Testing-the-Waters Communication or the initiation or, to the Company’s

knowledge, threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; (v) of the occurrence

of any event or development within the Prospectus Delivery Period as a result of which the Prospectus, any of the Pricing Disclosure Package

or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact

or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the

Prospectus, the Pricing Disclosure Package, any Written Testing-the-Waters Communication is delivered to a purchaser, not misleading;

and (vi) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Shares for offer and sale

in any jurisdiction or the initiation or, to the Company’s knowledge, threatening of any proceeding for such purpose; and the Company

will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement,

preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or any Written

Testing-the-Waters Communication or suspending any such qualification of the Shares and, if any such order is issued, will use its reasonable

best efforts to obtain as soon as possible the withdrawal thereof.

(e) Ongoing

Compliance. (1) If during the Prospectus Delivery Period (i) any event or development shall occur or condition shall exist as a result

of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material

fact necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus is delivered to

a purchaser, not misleading or (ii) it is necessary to amend or supplement the Prospectus to comply with applicable law, the Company will

promptly notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and

furnish to the Underwriters and to such dealers as the Representative may designate such amendments or supplements to the Prospectus (or

any document to be filed with the Commission and incorporated by reference therein) as may be necessary so that the statements in the

Prospectus as so amended or supplemented (or any document to be filed with the Commission and incorporated by reference therein) will

not, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus

will comply with applicable law and (2) if at any time prior to the Closing Date or any Additional Closing Date (i) any event or development

shall occur or condition shall exist as a result of which the Pricing Disclosure Package as then amended or supplemented would include

any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light

of the circumstances existing when the Pricing Disclosure Package is delivered to a purchaser, not misleading or (ii) it is necessary

to amend or supplement the Pricing Disclosure Package to comply with applicable law, the Company will promptly notify the Underwriters

thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish

to the Underwriters and to such dealers as the Representative may designate such amendments or supplements to the Pricing Disclosure Package

(or any document to be filed with the Commission and incorporated by reference therein) as may be necessary so that the statements in

the Pricing Disclosure Package as so amended or supplemented will not, in the light of the circumstances existing when the Pricing Disclosure

Package is delivered to a purchaser, be misleading or so that the Pricing Disclosure Package will comply with applicable law.

(f) Blue

Sky Compliance. The Company will qualify the Shares for offer and sale under the securities or Blue Sky laws of such jurisdictions

if necessary as the Representative shall reasonably request and will continue such qualifications in effect so long as required for distribution

of the Shares; provided that the Company shall not be required to (i) qualify as a foreign corporation or other entity or as a

dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to

service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

(g) Earnings

Statement. The Company will make generally available to its security holders and the Representative as soon as practicable an earnings

statement that satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 of the Commission promulgated thereunder

covering a period of at least twelve months beginning with the first fiscal quarter of the Company occurring after the “effective

date” (as defined in Rule 158) of the Registration Statement; provided that the Company will be deemed to have furnished such statements

to its security holders and the Representative to the extent they are filed on EDGAR or any successor system.

(h) Clear

Market. For a period of 90 days after the date of the Prospectus (the “Lock-Up Period”), the Company will not (i) offer,

pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right

or warrant to purchase, hedge, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission

a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or

exchangeable for Stock (including, for the avoidance of doubt, the filing of a preliminary prospectus supplement or final prospectus supplement

for an at-the-market offering), or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any hedging,

swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other

securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock

or such other securities, in cash or otherwise, without the prior written consent of the Representative, other than the Shares to be sold

hereunder.

The restrictions described above

do not apply to (i) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to

the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or

the vesting or settlement of restricted stock, restricted stock units or performance units (including net settlement), in each case outstanding

on the date of this Agreement and described in the Prospectus; (ii) the issuance of shares of Stock or securities convertible into or

exercisable for shares of Stock as consideration for the acquisition of equity interests or assets of any person, or the acquiring by

the Company by any other manner of any business, properties, assets, or persons, or in connection with a joint-venture or other strategic

transaction, whether in one transaction or a series of related transactions, in an aggregate amount not to exceed 5% of the Company’s

outstanding Stock as of the date hereof; (iii) grants of stock options, stock awards, restricted stock, restricted stock units,

performance units, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable

for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors,

or consultants pursuant to the terms of an inducement plan or an equity compensation plan, or employee stock purchase plan in effect as

of the Closing Date and described in the Prospectus; (iv) the filing of any registration statement on Form S-8 relating to

securities granted or to be granted pursuant to any plan in effect on the date of this Agreement and described in the Prospectus or any

assumed benefit plan pursuant to an acquisition or similar strategic transaction; (v) the filing of any registration statement on Form

S-3 providing for the resale of Company securities held by Macquarie Equipment Capital, Inc., SharonAI, Inc., Zachary Zhou or any stockholder

issued shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to clause (ii), or any shares of Stock

or securities exercisable for shares of Stock issued in connection with the Company’s contemplated term loan with Macquarie Equipment

Capital, Inc.

Notwithstanding the foregoing,

the Lock-Up Period shall be reduced to a period of 60 days after the date of the Prospectus as it relates to the filing a registration

statement under the Securities Act or the filing of a preliminary prospectus supplement or final prospectus supplement under the Securities

Act, in either case, related to an at-the-market offering, or the sale of any shares of Stock pursuant to an at-the-market offering.

(i) Use

of Proceeds. The Company will apply the net proceeds from the sale of the Shares as described in each of the Registration Statement,

the Pricing Disclosure Package and the Prospectus under the heading “Use of Proceeds.”

(j) No

Stabilization. Neither the Company nor its subsidiaries will take, and the Company will ensure that its controlled affiliates will

not take, directly or indirectly, any action designed to or that would reasonably be expected to cause or result in any stabilization

or manipulation of the price of the Stock and will not take any action prohibited by Regulation M under the Exchange Act in connection

with the distribution of the Shares contemplated hereby.

(k) Exchange

Listing. The Company will use its reasonable best efforts to list, subject to notice of issuance, the Shares on the Nasdaq.

(l) Reports.

For a period of two years from the date of this Agreement, so long as the Shares are outstanding, the Company will furnish to the Representative,

as soon as commercially reasonable after the date on which they are available, copies of all reports or other communications (financial

or other) furnished to holders of the Shares, and copies of any reports and financial statements furnished to or filed with the Commission

or any national securities exchange or automatic quotation system; provided the Company will be deemed to have furnished such reports

and financial statements to the Representative to the extent they are filed on EDGAR or any successor system.

(m) Emerging

Growth Company. The Company will promptly notify the Representative if the Company ceases to be an Emerging Growth Company at any

time prior to the later of (i) completion of the distribution of Shares within the meaning of the Securities Act and (ii) completion

of the 90-day restricted period referred to in Section 4(h) hereof.

5. Certain

Agreements of the Underwriters. Each Underwriter hereby represents and agrees that:

(a) It

has not and will not use, authorize use of, refer to or participate in the planning for use of, any “free writing prospectus,”

as defined in Rule 405 under the Securities Act (which term includes use of any written information furnished to the Commission

by the Company and not incorporated by reference into the Registration Statement and any press release issued by the Company) other than

a free writing prospectus that contains no “issuer information” (as defined in Rule 433(h)(2) under the Securities

Act) that was not included (including through incorporation by reference) in the Preliminary Prospectus.

(b) It

has not and will not, without the prior written consent of the Company, use any free writing prospectus that contains the final terms

of the Shares unless such terms have previously been included in a free writing prospectus filed with the Commission; provided

that Underwriters may use a term sheet substantially in the form of Annex C hereto without the consent of the Company; provided further

that any Underwriter using such term sheet shall notify the Company, and provide a copy of such term sheet to the Company, prior to, or

substantially concurrently with, the first use of such term sheet.

is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering (and will promptly notify

the Company if any such proceeding against it is initiated during the Prospectus Delivery Period).

6. Conditions

of Underwriters’ Obligations. The obligation of each Underwriter to purchase the Underwritten Shares on the Closing Date or

the Option Shares on the Additional Closing Date, as the case may be, as provided herein is subject to the performance by the Company

of its covenants and other obligations hereunder and to the following additional conditions:

(a) Registration

Compliance; No Stop Order. No order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding

for such purpose, or pursuant to Section 8A under the Securities Act shall be pending before or threatened by the Commission; the

Prospectus and any free writing prospectus shall have been timely filed with the Commission under the Securities Act, to the extent required

by Rule 433 under the Securities Act and in accordance with Section 4(a) hereof; and all requests by the Commission for

additional information shall have been complied with to the reasonable satisfaction of the Representative.

(b) Representations

and Warranties. The representations and warranties of the Company contained herein shall be true and correct on the date hereof and

on and as of the Closing Date or the Additional Closing Date, as the case may be; and the statements of the Company and its officers made

in any certificates delivered pursuant to this Agreement shall be true and correct on and as of the Closing Date or the Additional Closing

Date, as the case may be.

Material Adverse Change. No event or condition of a type described in Section 3(h) hereof shall have occurred or shall

exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and

the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representative makes it

impracticable or inadvisable to proceed with the offering, sale or delivery of the Underwritten Shares on the Closing Date or the Option

Shares on the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing

Disclosure Package and the Prospectus.

(d) Officer’s

Certificate. The Representative shall have received on and as of the Closing Date or the Additional Closing Date, as the case may

be, a certificate of the chief financial officer or chief accounting officer of the Company and one additional senior executive officer

of the Company who is satisfactory to the Representative (i) confirming that such officers have carefully reviewed the Registration

Statement, the Pricing Disclosure Package and the Prospectus and, to the knowledge of such officers, the representations set forth in

Sections 3(a) and 3(b) hereof are true and correct, (ii) confirming that the other representations and warranties

of the Company in this Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions

on its part to be performed or satisfied hereunder at or prior to the Closing Date or the Additional Closing Date, as the case may be,

and (iii) to the effect set forth in paragraphs (a), (b) and (c) above.

(e) Comfort

Letters. On the date of this Agreement and on the Closing Date or the Additional Closing Date, as the case may be, Weaver and Tidwell,

L.L.P. shall have furnished to the Representative, at the request of the Company, letters, dated the respective dates of delivery thereof

and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative, containing statements and information

of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements

and certain financial information contained or incorporated by reference in each of the Registration Statement, the Pricing Disclosure

Package and the Prospectus; provided, that the letter delivered on the Closing Date or the Additional Closing Date, as the case may be,

shall use a “cut-off” date no more than three business days prior to such Closing Date or such Additional Closing Date, as

the case may be.

(f) Reserve

Engineer Letters. On the date of this Agreement and on the Closing Date or the Additional Closing Date, as the case may be, MKM Engineering

shall have furnished to the Representative, at the request of the Company, letters, dated the respective dates of delivery thereof and

addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative, (a) containing statements and information

of the type customarily included in reserve engineers’ “comfort letters” stating the conclusions and findings of such

firm with respect to certain of the oil and natural gas reserves of the Company and certain other related information included or incorporated

by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (b) stating that such firm is, as of

the date thereof, an independent reserve engineer with respect to the Company; provided, that the letter delivered on the Closing Date

or the Additional Closing Date, as the case may be, shall use a “cut-off” date no more than three business days prior to such

Closing Date or such Additional Closing Date, as the case may be.

(g) Opinion

and Negative Assurance Letter of Counsel for the Company. Vinson & Elkins, L.L.P., counsel for the Company, shall have furnished

to the Representative, at the request of the Company, its written opinion and negative assurance letter, dated the Closing Date or the

Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative.

(h) Opinion

of Nevada Counsel for the Company. Anthony, Linder & Cacomanolis, PLLC, Nevada counsel for the Company, shall have furnished to

the Representative, at the request of the Company, its written opinion, dated the Closing Date or the Additional Closing Date, as the

case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative.

(i) Opinion of Counsel for

the Underwriters. The Representative shall have received on and as of the Closing Date or the Additional Closing Date, as the case

may be, an opinion that shall contain a negative assurance statement, addressed to the Underwriters, of Faegre Drinker Biddle & Reath

LLP, counsel for the Underwriters, with respect to such matters as the Representative may reasonably request, and such counsel shall

have received such documents and information as they may reasonably request to enable them to pass upon such matters.

(j) No

Legal Impediment to Issuance and Sale. No action shall have been taken and no statute, rule, regulation or order shall have been enacted,

adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date or the Additional

Closing Date, as the case may be, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal,

state or foreign court shall have been issued that would, as of the Closing Date or the Additional Closing Date by Company, as the case

may be, prevent the issuance or sale of the Shares.

(k) Good

Standing. The Representative shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be,

satisfactory evidence of the good standing of the Company in its jurisdiction of organization.

(l) Lock-up

Agreements. The “lock-up” agreements, each substantially in the form of Annex D hereto, executed by certain officers and

directors of the Company relating to sales and certain other dispositions of shares of Stock or certain other securities, delivered to

the Representative on or before the date hereof, shall be in full force and effect on the Closing Date or the Additional Closing Date,

as the case may be.

(m) Exchange

Listing. The Company shall have submitted a Listing of Additional Shares notification to the Nasdaq with respect to the Shares.

(n) Additional

Documents. On or prior to the Closing Date or the Additional Closing Date, as the case may be, the Company shall have furnished to

the Representative such further certificates and documents as the Representative may reasonably request.

All opinions, letters, certificates

and evidence mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they

are in form and substance reasonably satisfactory to counsel for the Underwriters.

7. Indemnification

and Contribution.

(a) Indemnification

of the Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and

each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the

Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonable and documented

legal fees and other expenses reasonably incurred in connection with any suit, action or proceeding or any claim asserted, as such fees

and expenses are incurred), joint or several, that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement

of a material fact contained in the Registration Statement or caused by any omission or alleged omission to state therein a material fact

required to be stated therein or necessary in order to make the statements therein, not misleading, or (ii) any untrue statement

or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus,

any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, any Written

Testing-the-Waters Communication, any road show as defined in Rule 433(h) under the Securities Act (a “road show”)

or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any omission

or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances

under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or

are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with

any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly

for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information

described as such in paragraph (b) below.

(b) Indemnification

of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its

officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15

of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above,

but only with respect to any losses, claims, damages or liabilities (including, without limitation, reasonable and documented legal fees

and other expenses incurred in connection with any suit, action, or proceeding or any claim asserted, as such fees and expenses are incurred)

that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and

in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representative

expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus,

any Written Testing-the-Waters Communication, any road show or any Pricing Disclosure Package (including any Pricing Disclosure Package

that has subsequently been amended), it being understood and agreed upon that the only such information furnished by any Underwriter consists

of the following information in the Prospectus furnished on behalf of each Underwriter: (i) the concession figure appearing in the second

paragraph under the caption “Underwriting,” (ii) paragraphs one, two and three under the caption “Price Stabilization,

Short Position and Penalty Bids,” and (iii) the second, third and fourth sentences in the first paragraph under “Electronic

Offer, Sale and Distribution.”

and Procedures. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be

brought or asserted against any person in respect of which indemnification may be sought pursuant to the preceding paragraphs of this

Section 7, such person (the “Indemnified Person”) shall promptly notify the person against whom such indemnification

may be sought (the “Indemnifying Person”) in writing; provided that the failure to notify the Indemnifying Person shall

not relieve it from any liability that it may have under the preceding paragraphs of this Section 7 except to the extent that it

has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided, further,

that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have to an Indemnified Person otherwise

than under the preceding paragraphs of this Section 7. If any such proceeding shall be brought or asserted against an Indemnified

Person and it shall have notified the Indemnifying Person thereof, the Indemnifying Person shall retain counsel reasonably satisfactory

to the Indemnified Person (who shall not, without the consent of the Indemnified Person, be counsel to the Indemnifying Person) to represent

the Indemnified Person and any others entitled to indemnification pursuant to this Section that the Indemnifying Person may designate

in such proceeding and shall pay the reasonably incurred and documented fees and expenses in such proceeding and shall pay the reasonably

incurred and documented fees and expenses of such counsel related to such proceeding, as incurred. In any such proceeding, any Indemnified

Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified

Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary; (ii) the

Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person; (iii) the

Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition

to those available to the Indemnifying Person; or (iv) the named parties in any such proceeding (including any impleaded parties)

include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate

due to actual or potential differing interests between them. It is understood and agreed that the Indemnifying Person shall not, in connection

with any proceeding or related proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate firm

(in addition to any local counsel) for all Indemnified Persons, and that all such fees and expenses shall be paid or reimbursed as they

are incurred. Any such separate firm for any Underwriter, its affiliates, directors and officers and any control persons of such Underwriter

shall be designated in writing by the Representative and any such separate firm for the Company, its directors, its officers who signed

the Registration Statement and any control persons of the Company shall be designated in writing by the Company. The Indemnifying Person

shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if

there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify each Indemnified Person from and against any

loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified Person

shall have requested that an Indemnifying Person reimburse the Indemnified Person for fees and expenses of counsel as contemplated by

this paragraph, the Indemnifying Person shall be liable for any settlement of any proceeding effected without its written consent if (i) such

settlement is entered into more than 30 days after receipt by the Indemnifying Person of such request and (ii) the Indemnifying

Person shall not have reimbursed the Indemnified Person in accordance with such request prior to the date of such settlement. No Indemnifying

Person shall, without the written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in

respect of which any Indemnified Person is or could have been a party and indemnification could have been sought hereunder by such Indemnified

Person, unless such settlement (x) includes an unconditional release of such Indemnified Person, in form and substance reasonably

satisfactory to such Indemnified Person, from all liability on claims that are the subject matter of such proceeding and (y) does

not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person.

(d) Contribution.

If the indemnification provided for in paragraphs (a) or (b) above is unavailable to an Indemnified Person or insufficient

in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraph, in lieu

of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result

of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received

by the Company, on the one hand, and the Underwriters on the other, from the offering of the Shares or (ii) if the allocation provided

by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits

referred to in clause (i) but also the relative fault of the Company, on the one hand, and the Underwriters on the other, in

connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant

equitable considerations. The relative benefits received by the Company, on the one hand, and the Underwriters on the other, shall be

deemed to be in the same respective proportions as the net proceeds (before deducting expenses) received by the Company from the sale

of the Shares and the total underwriting discounts and commissions received by the Underwriters in connection therewith, in each case

as set forth in the table on the cover of the Prospectus, bear to the aggregate offering price of the Shares. The relative fault of the

Company, on the one hand, and the Underwriters on the other, shall be determined by reference to, among other things, whether the untrue

or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied

by the Company or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct

or prevent such statement or omission.

(e) Limitation

on Liability. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to paragraph (d) above

were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method

of allocation that does not take account of the equitable considerations referred to in paragraph (d) above. The amount paid

or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in paragraph (d) above

shall be deemed to include, subject to the limitations set forth above, any reasonable and documented legal or other expenses incurred

by such Indemnified Person in connection with any such action or claim. Notwithstanding the provisions of paragraphs (d) and

(e), in no event shall an Underwriter be required to contribute any amount in excess of the amount by which the total underwriting discounts

and commissions received by such Underwriter with respect to the offering of the Shares exceeds the amount of any damages that such Underwriter

has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty

of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution

from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations to contribute pursuant to

paragraphs (d) and (e) are several in proportion to their respective purchase obligations hereunder and not joint.

(f) Non-Exclusive

Remedies. The remedies provided for in this Section 7 paragraphs (a) through (e) are not exclusive and shall

not limit any rights or remedies which may otherwise be available to any Indemnified Person at law or in equity.

8. Effectiveness

of Agreement. This Agreement shall become effective as of the date first written above upon the execution and delivery hereof by the

parties hereto.

9. Termination.

This Agreement may be terminated in the absolute discretion of the Representative, by notice to the Company, if after the execution and

delivery of this Agreement and on or prior to the Closing Date or, in the case of the Option Shares, prior to the Additional Closing Date

(i) trading generally shall have been suspended or materially limited on or by either of the New York Stock Exchange or the Nasdaq;

(ii) trading of any securities issued by the Company shall have been suspended on any exchange or in any over-the-counter market;

(iii) a general moratorium on commercial banking activities shall have been declared by federal or New York State authorities; or

(iv) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis,

either within or outside the United States, that, in the judgment of the Representative, is material and adverse and makes it impracticable

or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the

case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

10. Defaulting

Underwriter.

(a) If,

on the Closing Date or the Additional Closing Date, as the case may be, any Underwriter defaults on its obligation to purchase the Shares

that it has agreed to purchase hereunder on such date, the non-defaulting Underwriters may in their discretion arrange for the purchase

of such Shares by other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such

default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Shares, then the Company shall be

entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase

such Shares on such terms. If other persons become obligated or agree to purchase the Shares of a defaulting Underwriter, either the non-defaulting

Underwriters or the Company may postpone the Closing Date or the Additional Closing Date, as the case may be, for up to five full business

days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in

the Registration Statement and the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any

amendment or supplement to the Registration Statement and the Prospectus that effects any such changes. As used in this Agreement, the

term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed

in Schedule I hereto that, pursuant to this Section 10, purchases Shares that a defaulting Underwriter agreed but failed to

purchase.

(b) If,

after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting

Underwriters and the Company as provided in paragraph (a) above, the aggregate number of Shares that remain unpurchased on

the Closing Date or the Additional Closing Date, as the case may be, does not exceed one-eleventh of the aggregate number of Shares to

be purchased on such date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of

Shares that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the number

of Shares that such Underwriter agreed to purchase on such date) of the Shares of such defaulting Underwriter or Underwriters for which

such arrangements have not been made.

after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting

Underwriters and the Company as provided in paragraph (a) above, the aggregate number of Shares that remain unpurchased on

the Closing Date or the Additional Closing Date, as the case may be, exceeds one-eleventh of the aggregate amount of Shares to be purchased

on such date, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement or, with

respect to any Additional Closing Date, the obligation of the Underwriters to purchase Shares on the Additional Closing Date, as the case

may be, shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to

this Section 10 shall be without liability on the part of the Company, except that the Company will continue to be liable for the

payment of expenses as set forth in Section 11 hereof (other than with respect to the defaulting Underwriter(s)) and except that

the provisions of Section 7 hereof shall not terminate and shall remain in effect.

11. Payment

of Expenses.

(a) Whether

or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause

to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with

the registration of the Shares under the Securities Act and all other expenses in connection with the preparation, printing, reproduction

and filing of the Registration Statement, the Preliminary Prospectus, any Pricing Disclosure Package and the Prospectus (including all

exhibits, amendments and supplements thereto) and the distribution thereof; (ii) the cost of printing or producing this Agreement,

the Blue Sky survey, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase,

sale and delivery of the Shares; (iii) all expenses in connection with the qualification of the Shares for offering and sale under

state securities laws; (iv) all fees and expenses in connection with listing the Shares on the Nasdaq; (v) the filing fees incident

to and in connection with, any required review by FINRA of the terms of the sale of the Shares; (vi) the cost of preparing stock

certificates, if applicable; (vii) the cost and charges of any transfer agent, or registrar; (viii) the costs and expenses of

the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Shares,

including without limitation, expenses associated with the production of road show slides and graphics, fees; and (ix) all other

costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this

Section 11. It is understood, however, that, except as provided in this Section 11 and Section 7 hereof, the Underwriters

will pay all of their own costs and expenses; provided, however, that the Company will reimburse the Representative for all out-of-pocket

expenses (including fees and expenses of its counsel) reasonably incurred and documented by it in connection with its engagement hereunder

in an aggregate amount that shall not exceed $150,000 without the prior written approval of the Company.

(b) If

(i) this Agreement is terminated pursuant to Section 9 (other than by reason of a default by any Underwriter pursuant to Section 10),

(ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters (other than by reason of a default by

any Underwriter pursuant to Section 10) or (iii) the Underwriters decline to purchase the Shares for any reason permitted under

this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses

of their counsel) reasonably incurred and documented by the Underwriter in connection with this Agreement and the offering contemplated

hereby. For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses incurred

by any Underwriter that defaults on its obligation to purchase the Shares.

12. Persons

Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective

successors and the officers and directors and any controlling persons referred to herein, and the affiliates of each Underwriter referred

to in Section 7 hereof. Nothing in this Agreement is intended or shall be construed to give any other person any legal or equitable

right, remedy or claim under or in respect of this Agreement or any provision contained herein. No purchaser of Shares from any Underwriter

shall be deemed to be a successor merely by reason of such purchase.

13. Survival.

The respective indemnities, rights of contribution, representations, warranties and agreements of the Company and the Underwriters contained

in this Agreement or made by or on behalf of the Company or the Underwriters pursuant to this Agreement or any certificate delivered pursuant

hereto shall survive the delivery of and payment for the Shares and shall remain in full force and effect, regardless of any termination

of this Agreement or any investigation made by or on behalf of the Company or the Underwriters or the directors, officers, controlling

persons or affiliates referred to in Section 7 hereof.

14. Certain

Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate”

has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other

than a day on which banks are permitted or required to be closed in New York City and (c) the term “subsidiary” has

the meaning set forth in Rule 405 under the Securities Act.

15. Compliance

with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26,

2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the

Company, which information may include the name and address of their respective clients, as well as other information that will allow

the Underwriters to properly identify their respective clients.

16. Miscellaneous.

(a) Notices.

All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted

and confirmed by any standard form of telecommunication. Notices to the Underwriter shall be given to the Underwriter c/o Northland Securities,

Inc., 1150 South Fifth Street, Suite 3300, Minneapolis, MN 55402, with a copy (which shall not constitute notice) to Faegre Drinker Biddle & Reath LLP, 2200 Wells Fargo Center 90 S. Seventh Street, Minneapolis, Minnesota 55402, Attention: Jonathan Zimmerman. Notices to

the Company shall be given to it at 200 N. Loraine Street, Suite 1324, Midland, Texas 79701, Attention: E. Will Gray II, with a copy to

Vinson & Elkins, L.L.P., 2001 Ross Avenue, Suite 3900, Dallas, Texas 75201, Attention: Katherine Terrell Frank.

(b) Governing

Law. This Agreement and any claim, controversy or dispute arising under or related to this Agreement shall be governed by and construed

in accordance with the laws of the State of New York.

to Jurisdiction. The Company hereby submits to the exclusive jurisdiction of the U.S. federal and New York state courts in the Borough

of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated

hereby. The Company waives any objection which it may now or hereafter have to the laying of venue of any such suit or proceeding in such

courts. The Company agrees that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding

upon the Company and may be enforced in any court to the jurisdiction of which Company is subject by a suit upon such judgment.

(d) Waiver

of Jury Trial. Each of the parties hereto hereby waives any right to trial by jury in any suit or proceeding arising out of or relating

to this Agreement or the transactions contemplated hereby.

(e) Recognition

of the U.S. Special Resolution Regimes.

(i) In

the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer

from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent

as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were

governed by the laws of the United States or a state of the United States.

(ii) In

the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under

a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to

be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement

were governed by the laws of the United States or a state of the United States.

As used in this Section 16(e):

“BHC Act Affiliate”

has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).

“Covered Entity”

means any of the following:

(iii) a

“covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

(iv) a

“covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

(v) a

“covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Default Right” has the meaning

assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“U.S. Special Resolution Regime”

means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank

Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

(f) Counterparts.

This Agreement may be signed in counterparts (which may include counterparts delivered by any standard form of telecommunication), each

of which shall be an original and all of which together shall constitute one and the same instrument. This Agreement may be delivered

via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com

or www.echosign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered

and be valid and effective for all purposes.

(g) Amendments

or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall

in any event be effective unless the same shall be in writing and signed by the parties hereto.

(h) Headings.

The headings herein are included for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation

of, this Agreement.

If the foregoing is in accordance

with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below.

Very truly yours,

New Era Energy & Digital, Inc.

By:

/s/ E. Will Gray II

Name: E. Will Gray II

Title: Chief Executive Officer

Accepted: As of the date first written above

Northland Securities, Inc.

For itself and on behalf of the several Underwriters

listed in Schedule I hereto.

By:

/s/ David Levine

Name: David Levine

Title: Head of Investment Banking

Signature Page to Underwriting Agreement

SCHEDULE I

Underwriter

Number of

Northland Securities, Inc.

23,880,597

TCBI Securities, Inc., doing business as Texas Capital Securities

5,970,149

Total:

29,850,746

Schedule I to Underwriting Agreement

SCHEDULE II

Significant Subsidiaries

1. New Era Helium Corp.

2. Solis Partners, L.L.C.

3. NEH Midstream LLC.

4. Texas Critical Data Centers LLC.

Schedule II to Underwriting Agreement

ANNEX A

a. Pricing

Disclosure Package

None.

b. Pricing

Information Provided Orally by the Underwriter

Public Offering Price per Share: $3.35

Number of Underwritten Shares: 29,850,746

Number of Option Shares: 4,477,611

Annex A to Underwriting Agreement

ANNEX B

Written Testing-the-Waters Communications

None.

Annex B to Underwriting Agreement

ANNEX C

New Era Energy & Digital, Inc.

Pricing Term Sheet

None.

Annex C to Underwriting Agreement

ANNEX D

FORM OF LOCK-UP AGREEMENT

[●], 2026

NORTHLAND SECURITIES, INC.

As Representative of the several Underwriters

listed in Schedule I to the Underwriting Agreement

referred to below

c/o Northland Securities, Inc.

150 South Fifth Street, Suite 3300

Minneapolis, Minnesota 55402

Re:

New Era Energy & Digital, Inc. — Public Offering

Ladies and Gentlemen:

The undersigned understands that

you, as Representative of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”)

with New Era Energy & Digital, Inc., a Nevada corporation (the “Company”), providing for the public offering (the “Public

Offering”) by the Underwriters listed in Schedule I to the Underwriting Agreement (the “Underwriters”), of shares

of common stock, par value $0.0001 per share (the “Common Stock”), of the Company (the “Securities”). Capitalized

terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement.

In consideration of the Underwriters’

agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is

hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Representative, the undersigned will

not, and will not cause any direct or indirect affiliate to, during the period beginning on the date hereof and ending at the close of

business 90 days after the date of the final prospectus supplement relating to the Public Offering (such period, the “Restricted

Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to

sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of

Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common

Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations

of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) (collectively

with the Common Stock, the “Lock-Up Securities”), (2) enter into any hedging, swap or other agreement or transaction that

transfers, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction

described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise, (3) make any demand for

or exercise any right with respect to the registration of any Lock-Up Securities, or (4) publicly disclose the intention to do any of

the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other

transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call

option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed

or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned

or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities,

whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Lock-Up Securities,

in cash or otherwise.

Notwithstanding the foregoing,

the undersigned may:

(a) transfer or dispose of the

undersigned’s Lock-Up Securities:

(i) as a bona fide gift or gifts,

or for bona fide tax planning or estate planning purposes,

(ii) by will or intestacy,

(iii) to any trust for the direct

or indirect benefit of the undersigned or the immediate family of the undersigned, or if the undersigned is a trust, to a trustor or beneficiary

of the trust or to the estate of a beneficiary of such trust (for purposes of this Lock-Up Agreement, “immediate family” shall

mean any relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than first cousin),

(iv) to a corporation, partnership,

limited liability company or other entity of which the undersigned or the immediate family of the undersigned are the legal and beneficial

owner of all of the outstanding equity securities or similar interests,

(v) to a nominee or custodian

of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (iv) above,

(vi) if the undersigned is a

corporation, partnership, limited liability company, trust or other business entity, (A) to another corporation, partnership, limited

liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of

1933, as amended) of the undersigned, or to any investment fund or other entity controlling, controlled by, managing or managed by or

under common control with the undersigned or affiliates of the undersigned (including, for the avoidance of doubt, where the undersigned

is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such partnership), or (B) as

part of a distribution or transfer to members, partners, shareholders or other equityholders of the undersigned,

(vii) by operation of law, such

as pursuant to a qualified domestic order, divorce settlement, divorce decree or separation agreement, or related court order,

(viii) to the Company from an

employee of the Company upon death, disability or termination of employment, in each case, of such employee,

(ix) as part of a sale of the

undersigned’s Lock-Up Securities acquired in the Public Offering and any transaction with respect to shares of Common Stock acquired

in open market transactions after the completion of the Public Offering,

(x) to the Company in connection

with the vesting, settlement, or exercise of restricted stock, restricted stock units, performance units options, warrants or other rights

to purchase shares of Common Stock (including, in each case, by way of “net” or “cashless” exercise), including

for the payment of exercise price and tax and remittance payments due as a result of the vesting, settlement, or exercise of such restricted

stock, restricted stock units, performance units, options, warrants or rights, provided that any such shares of Common Stock received

upon such exercise, vesting or settlement (other than such shares as are transferred or surrendered to the Company in connection with

such vesting, settlement or exercise event) shall be subject to the terms of this Lock-Up Agreement, and provided further that any such

restricted stock, restricted stock units, performance units, options, warrants or rights are held by the undersigned pursuant to an agreement

or equity awards granted under a stock incentive plan or other equity award plan, each such agreement or plan which is described in the

Registration Statement, the Pricing Disclosure Package and the Prospectus, or

(xi) pursuant to a bona fide

third-party tender offer, merger, consolidation, stock exchange or other similar transaction that is approved by the Board of Directors

of the Company and made to all holders of the Company’s capital stock involving a Change of Control of the Company. For purposes

hereof, “Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation, stock exchange or other

similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons (other than the

Underwriters pursuant to the Public Offering), of shares of capital stock if, after such transfer, such person or group of affiliated

persons would hold more than 50% of the outstanding voting securities of the Company (or the surviving entity); provided that in the event

that such tender offer, merger, consolidation, stock exchange or other similar transaction is not completed, the undersigned’s Lock-Up

Securities shall remain subject to the provisions of this Lock-Up Agreement;

provided that (A) in the case

of any transfer or distribution pursuant to clauses (a)(i), (ii), (iii), (iv), (v) and (vi), such transfer shall not involve a disposition

for value, (B) in the case of any transfer or distribution pursuant to clauses (a)(i), (ii), (iii), (iv), (v), (vi) and (vii), each donee,

devisee, transferee or distributee shall execute and deliver to the Representative a lock-up letter in the form of this Lock-Up Agreement,

(C) in the case of any transfer or distribution pursuant to clause (a)(ii), (iv), (v), and (vi), no filing by any party (donor, donee,

devisee, transferor, transferee, distributer or distributee) under the Exchange Act, or other public announcement reporting a reduction

in beneficial ownership of shares of Common Stock shall be required or shall be made voluntarily in connection with such transfer or distribution

(other than a filing on a Form 5 made after the expiration of the Restricted Period referred to above) and (D) in the case of any transfer

or distribution pursuant to clauses (a)(i), (iii), (vii), (viii), (ix), and (x) it shall be a condition to such transfer that no public

filing, report or announcement shall be voluntarily made and if any filing under Section 16(a) of the Exchange Act, or other public filing,

report or announcement reporting a reduction in beneficial ownership of shares of Common Stock in connection with such transfer or distribution

shall be legally required during the Restricted Period, such filing, report or announcement shall clearly indicate the nature and conditions

of such transfer in the footnotes thereto or by transaction code;

(b) exercise outstanding options

or warrants, or settle restricted stock, restricted stock units, performance units or other equity awards pursuant to plans described

in the Registration Statement, the Pricing Disclosure Package and the Prospectus; provided that any Lock-up Securities received upon such

exercise, vesting or settlement shall be subject to the terms of this Lock-Up Agreement; provided that if the undersigned is required

to make any filing under Section 16(a) of the Exchange Act, or other public filing, report or announcement during the Restricted Period,

the undersigned shall clearly indicate that the filing relates to the circumstances described in this clause by footnotes thereto or transaction

code and that the shares of Common Stock received upon the exercise, vesting or settlement, as applicable, are subject to this Lock-Up

Agreement, and no public filing, report or announcement shall be voluntarily made; and

to Rule 10b5-1 under the Exchange Act for the transfer of shares of Lock-Up Securities (each such plan, a “Trading Plan”);

provided that such (1) Trading Plans do not provide for the transfer of Lock-Up Securities during the Restricted Period and (2) no filing

by any party under the Exchange Act or other public announcement shall be made voluntarily during the Restricted Period in connection

with such trading plan and if any such filing or public announcement shall be legally required during the Restricted Period, such filing

or public announcement shall clearly indicate therein that none of the securities subject to such plan may be transferred, sold or otherwise

disposed of pursuant to such plan until after expiration of the Restricted Period.

If the undersigned is not a natural

person, the undersigned represents and warrants that no single natural person, entity or “group” (within the meaning of Section

13(d)(3) of the Exchange Act) other than a natural person, entity or “group” (as described above) that has executed a Lock-Up

Agreement in substantially the same form as this Lock-Up Agreement, beneficially owns, directly or indirectly, 50% or more of the common

equity interests, or 50% or more of the voting power, in the undersigned.

In furtherance of the foregoing,

the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized

to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Lock-Up Agreement.

The undersigned hereby represents

and warrants that the undersigned has full power and authority to enter into this Lock-Up Agreement. All authority herein conferred or

agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives

of the undersigned.

The undersigned acknowledges

and agrees that the Underwriters have not provided any recommendation or investment advice nor have the Underwriters solicited any action

from the undersigned with respect to the Public Offering of the Securities and the undersigned has consulted its own legal, accounting,

financial, regulatory and tax advisors to the extent deemed appropriate. The undersigned further acknowledges and agrees that, although

each Underwriter may be required or choose to provide certain Regulation Best Interest and Form CRS disclosures to you in connection with

the Public Offering, none of the Representative or any other Underwriter is making a recommendation to you to enter into this Lock-Up

Agreement and nothing set forth in such disclosures is intended to suggest that the Representative or any other Underwriter is making

such a recommendation.

The undersigned understands that,

(i) if the Underwriting Agreement does not become effective by April 30, 2026, (ii) if the Underwriting Agreement (other than the provisions

thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder,

(iii) the Company notifies the Representative, or the Representative notifies the Company, in writing prior to the execution of the Underwriting

Agreement that it does not intend to proceed with the Public Offering, or (iv) prior to payment for the Securities, the Registration Statement

is withdrawn prior to the execution of the Underwriting Agreement, the Lock-Up Agreement shall automatically terminate and be of no further

force or effect and undersigned shall be released from all obligations under this Lock-Up Agreement. The undersigned understands that

the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this Lock-Up Agreement.

The undersigned hereby consents

to receipt of this Lock-Up Agreement in electronic form and understands and agrees that this Lock-Up Agreement may be signed electronically.

In the event that any signature is delivered by facsimile transmission, electronic mail, or otherwise by electronic transmission (including

any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) evidencing an intent to sign

this Lock-Up Agreement, such facsimile transmission, electronic mail or other electronic transmission shall create a valid and binding

obligation of the undersigned with the same force and effect as if such signature were an original. Execution and delivery of this Lock-Up

Agreement by facsimile transmission, electronic mail or other electronic transmission is legal, valid and binding for all purposes.

[Signature page follows]

This Lock-Up Agreement and any claim, controversy or

dispute arising under or related to this Lock-Up Agreement shall be governed by and construed in accordance with the laws of the State

of New York.

Very truly yours,

Name of Security Holder (Print exact name)

By:

Signature

If not signing in an individual capacity:

Name of Authorized Signatory (Print)

Title of Authorized Signatory (Print)

(indicate capacity of person signing if signing as custodian, trustee, or on behalf of an entity)

[Signature page to Lock-Up Agreement]

EX-5.1 — OPINION OF ANTHONY, LINDER & CACOMANOLIS, PLLC

EX-5.1

Filename: ea028575601ex5-1.htm · Sequence: 3

Exhibit 5.1

LAURA ANTHONY, ESQ.

CRAIG D. LINDER, ESQ.*

JOHN CACOMANOLIS, ESQ.**

Associates and OF COUNSEL:

JOSEPHINE CARINO, ESQ.***

CHAD FRIEND, ESQ., LLM

MICHAEL R. GEROE, ESQ., CIPP/US****

JESSICA HAGGARD, ESQ. *****

PETER P. LINDLEY, ESQ., CPA,

MBA

JOHN LOWY, ESQ.*******

STUART REED, ESQ.

LAZARUS ROTHSTEIN, ESQ.

SVETLANA ROVENSKAYA, ESQ.********

HARRIS TULCHIN, ESQ. *********

WWW.ALCLAW.COM

WWW.SECURITIESLAWBLOG.COM

*licensed in CA, FL and NY

**licensed in FL and NY

*** licensed in CA

****licensed in CA, DC, MO and NY

*****licensed in Missouri

*******licensed in NY and NJ

********licensed in NY and NJ

*********licensed in CA and HI (inactive in HI)

April 9, 2026

New Era Energy & Digital, Inc.

200 N. Loraine Street, Suite 1324

Midland, TX 79701

Re:

New Era Energy & Digital, Inc. Offering

Ladies and Gentlemen:

We have acted as securities counsel

to New Era Energy & Digital, Inc., a Nevada corporation (the “Company”) in connection with its filing of a prospectus

supplement, dated April 9, 2026 (the “Prospectus Supplement”), under the registration statement on Form S-3 (File No. 333-292892)

(the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) under the

Securities Act of 1933, as amended (the “Securities Act”), relating to the proposed offering of up to 34,328,357 shares (the

“Shares”) of common stock, par value $0.0001 per share (the “Common Stock”), of the Company. The Shares will be

offered, issued and sold pursuant to an underwriting agreement, dated April 9, 2026, by and between the Company and Northland Securities,

Inc., as representative of the several underwriters named in Schedule I thereto (the “Underwriting Agreement”).

In rendering our opinion set forth

below, we have reviewed such corporate documents and records of the Company, such certificates of public officials and such other matters

as we have deemed necessary or appropriate for purposes of this opinion letter. As to facts material to the opinion expressed herein,

we have relied upon oral and written statements and representations of officers and other representatives of the Company and relied on

certificates of public officials. We also have assumed (a) the authenticity of all documents submitted to us as originals; (b) the conformity

to the originals of all documents submitted to us as copies; (c) the genuineness of all signatures; (d) the legal capacity of natural

persons; and (e) the truth, accuracy and completeness of the information, factual matters, representations and warranties contained in

all of such documents.

Based upon and subject to the

foregoing, and subject to the assumptions, qualifications and limitations set forth herein, we are of the opinion that the Shares, when

issued and delivered against payment therefor in accordance with the Underwriting Agreement, have been validly issued, fully paid and

nonassessable.

The opinions expressed in this

opinion letter are limited to the Private Corporations Law of the State of Nevada and the reported judicial decisions interpreting such

statute and provisions and the laws of the state of New York and the federal laws of the United States of America. We are not opining

on, and we assume no responsibility for, the applicability to or effect on any of the matters covered herein of (a) any other laws of

the State of Nevada; (b) the laws of any other jurisdiction; or (c) the laws of any county, municipality or other political subdivision

or local governmental agency or authority.

This opinion is given as of the

date hereof, and we assume no obligation to advise you after the date hereof of facts or circumstances that come to our attention or changes

in law that occur which could affect the opinion contained herein. This opinion is being rendered for the benefit of the Company in connection

with the matters addressed herein.

We hereby consent to the filing

of this opinion letter with the Commission as Exhibit 5.1 to the Company’s Current Report on Form 8-K, to be filed on or about the

date hereof, and to the reference to our firm therein and in the Prospectus Supplement under the caption “Legal Matters.”

In giving such consent, we do not thereby admit that this firm is within the category of persons whose consent is required under Section

7 of the Securities Act or the rules and regulations of the Commission thereunder.

Sincerely yours,

/s/ Laura E. Anthony

Laura E. Anthony,

For the Firm

1700 PALM BEACH LAKES BLVD.,

SUITE 820 ● WEST PALM BEACH, FLORIDA ● 33401

● PHONE: 561-514-0936

EX-99.1 — PRESS RELEASE, DATED APRIL 9, 2026

EX-99.1

Filename: ea028575601ex99-1.htm · Sequence: 4

Exhibit 99.1

New Era Energy & Digital Announces Pricing of $100 Million Public

Offering of Common Stock

MIDLAND, Texas – April 9, 2026 –

New Era Energy & Digital, Inc. (“New Era” or the “Company”) (NASDAQ: NUAI) today announced the pricing of

its previously announced underwritten public offering of 29,850,746 shares of its common stock, par value $0.0001 per share (“Common

Stock”), at a price to the public of $3.35 per share, resulting in gross proceeds to the Company of approximately $100 million,

before deducting the underwriters’ discount and commissions and estimated offering fees and expenses, pursuant to an effective shelf

registration statement on Form S-3 (the “Registration Statement”) filed with the U.S. Securities and Exchange Commission (the

“SEC”).

The Company intends to use the net proceeds it

receives from the offering to repay all outstanding borrowings under a senior secured convertible promissory note payable to SharonAI,

Inc. and the remainder, if any, for general corporate purposes.

The Company has granted the underwriters a 30-day

option to purchase up to an additional 4,477,611 shares of Common Stock at the public offering price, less the underwriting discounts

and commissions.

Northland Capital Markets is serving as lead book-running

manager for the offering. Texas Capital Securities is acting as book-running manager for the offering. The offering is expected to close

on April 10, 2026, subject to customary closing conditions.

The offering is being made only by means of a

prospectus and a final prospectus supplement that meet the requirements under the Securities Act of 1933, as amended. Copies of the final

prospectus supplement and accompanying base prospectus relating to the offering may be obtained from: Northland Securities, Inc., 150

South Fifth Street, Suite 3300, Minneapolis, MN, Attention: Heidi Fletcher, by telephone at (612) 851-4918 or by accessing the SEC’s

website at www.sec.gov.

The offering is being conducted pursuant to the

Registration Statement (File No. 333-292892), which was filed on January 23, 2026, and declared effective by the SEC on January 30, 2026,

and corresponding prospectus. A preliminary prospectus supplement thereto has been filed with the SEC. This press release shall not constitute

an offer to sell or the solicitation of an offer to buy the shares of Common Stock or any other securities, nor shall there be any sale

of such shares of Common Stock or any other securities in any state or other jurisdiction in which such offer, solicitation or sale would

be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

About New Era Energy & Digital, Inc.

New Era is a developer

and operator of next-generation digital infrastructure and integrated power assets.

Contacts:

New Era Energy &

Digital, Inc. Investor and Media Contact:

OG Advisory Group

Lincoln Tan

nuai@orangegroupadvisors.com

Forward-Looking Statements

This press release

contains “forward-looking statements.” Forward-looking statements reflect the current view about future events. When used

in this press release, the words “anticipate,” “believe,” “estimate,” “expect,” “future,”

“intend,” “plan” or the negative of these terms and similar expressions, as they relate to us or our management,

identify forward-looking statements. Such statements include, but are not limited to, statements contained in this press release relating

to the offering and the use of proceeds therefrom. Forward-looking statements are based on our current expectations and assumptions regarding

our business, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent

uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated

by the forward-looking statements. They are neither statements of historical fact nor guarantees of assurance of future performance. We

caution you therefore against relying on any of these forward-looking statements. Important factors that could cause actual results to

differ materially from those in the forward-looking statements include, without limitation, the risks contained in the “Risk Factors”

section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Should one or more of these risks or uncertainties

materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed,

estimated, expected, intended or planned. Factors or events that could cause our actual results to differ may emerge from time to time,

and it is not possible for us to predict all of them. We cannot guarantee future results, levels of activity, performance or achievements.

Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking

statements to conform these statements to actual results.

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