New ERA Energy & Digital, Inc. Sample Contracts
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 30th, 2024 • New Era Helium Inc. • Crude petroleum & natural gas • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December 6, 2024, is by and among New Era Helium Inc., a Nevada corporation (the “Company”) and the investor signatory hereto (the “Buyer”). The Buyer and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 30th, 2024 • New Era Helium Inc. • Crude petroleum & natural gas
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 6, 2024, is made by and between a Delaware limited liability company (the “Investor”), and NEW ERA HELIUM INC., a Nevada corporation (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 12th, 2024 • New Era Helium Inc. • Crude petroleum & natural gas • New York
This Amended and Restated Registration Rights Agreement (this “Agreement”), dated as of December __, 2024, is made and entered into by and among Roth CH V Holdings, Inc., a Nevada corporation (the “Company”), certain investors who were party to the original Registration Rights Agreement with Roth CH Acquisition V Co, the predecessor in interest to the Company (the “Existing Holders”), and the undersigned parties listed under Holder on the signature pages hereto (each such party, together with the Existing Holders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively, the “Holders”).
SECOND AMENDED AND RESTATED EQUITY PURCHASE FACILITY AGREEMENTEquity Purchase Facility Agreement • May 6th, 2025 • New Era Helium Inc. • Crude petroleum & natural gas • Nevada
THIS SECOND AMENDED AND RESTATED EQUITY PURCHASE FACILITY AGREEMENT (this “Agreement”), dated as of May 5, 2025, is made by and among [*], a Delaware limited liability company, or its registered assigns (the “Investor”) and NEW ERA HELIUM INC., a Nevada corporation, (the “Company”) formerly known as Roth CH V Holdings LLC, a Nevada corporation (“Holdings”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”
SUBSIDIARY GUARANTEESubsidiary Guarantee • December 30th, 2024 • New Era Helium Inc. • Crude petroleum & natural gas • Delaware
This SUBSIDIARY GUARANTEE (this “Guarantee”) is made as of December 6, 2024, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the Investor (as defined below) under the Securities Purchase Agreement (as defined below) and the Agent (as defined below) (including their respective successors, transferees and assigns, collectively, “Creditors”, each individually, a “Creditor”).
FORM OF VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • December 30th, 2024 • New Era Helium Inc. • Crude petroleum & natural gas • Nevada
This Voting and Support Agreement (this “Agreement”), dated as of December 6, 2024 (the “Effective Date”), by and among New Era Helium Inc., a Nevada corporation (the “Company”), and certain the stockholders of the Company listed on Schedule A hereto (each, a “Stockholder” and, collectively, the “Stockholders”).
SECURITY AGREEMENT Dated December 6, 2024 From The Grantors referred to herein, as Grantors to as Collateral AgentSecurity Agreement • December 30th, 2024 • New Era Helium Inc. • Crude petroleum & natural gas • Nevada
This SECURITY AGREEMENT dated December 6, 2024 (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), is made by New Era Helium Inc., a Nevada corporation (the “Company”), and all of its Subsidiaries, New Era Helium Corp., a Nevada corporation and a wholly owned subsidiary of the Company (“NEC” and together with the Company, and the Company’s other subsidiaries and any Additional Grantor, collectively, the “Grantors”), [ ], a Delaware limited liability company (the “Investor”), and as collateral agent (in such capacity, together with any duly appointed successors and assigns, the “Collateral Agent”) for the benefit of the Secured Parties.
NEW ERA HELIUM INC. SENIOR SECURED Convertible Promissory Note duE April 16, 2026Convertible Note • January 21st, 2025 • New Era Helium Inc. • Crude petroleum & natural gas
This Note is being issued pursuant to Section 2.01 of the Equity Purchase Facility Agreement, dated December 6, 2024 (as may be amended, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Purchase Agreement”), between the Company and the Holder, as the investor. This Note may be repaid in accordance with the terms of the Purchase Agreement. The Holder also has the option of converting on one or more occasions all or part of the then outstanding balance under this Note by delivering to the Company one or more Conversion Notices in accordance with Section (3) of this Note.
AMENDMENT TO SENIOR SECURED CONVERTIBLE PROMISSORY NOTEAmendment to Senior Secured Convertible Promissory Note • May 6th, 2025 • New Era Helium Inc. • Crude petroleum & natural gas
THIS AMENDMENT TO SENIOR SECURED CONVERTIBLE PROMISSORY NOTE (this “Agreement”), dated as of May 5, 2025, is made by and between New Era Helium Inc., a Nevada corporation (the “Company”), and [*] (the “Holder”).
ContractGaseous Helium Sales Agreement • October 4th, 2024 • Roth CH v Holdings, Inc. • Crude petroleum & natural gas
Confidential treatment requested by the registrant. [***] Information has been omitted and filed separately with the U.S. Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Certain identified information has been excluded because it is not material and is of the type the registrant treats as private or confidential.
LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • January 21st, 2025 • New Era Helium Inc. • Crude petroleum & natural gas • Delaware
This Limited Liability Company Agreement of Texas Critical Data Centers LLC, a Delaware limited liability company (the “Company”), is entered into as of January 21, 2025 by and among the Company, SharonAI, Inc., a Delaware corporation (“SharonAI”), and New Era Helium Inc., a Nevada corporation (“NEHC”).
DocuSign Envelope ID: 1F4BAF45-23C3-4EEE-827E-9CBD836D7DB0 FIRST AMENDMENT TO THE CONTRACT FOR SALE AND PURCHASE OF LIQUID HELIUM This FIRST AMENDMENT TO THE CONTRACT FOR SALE AND PURCHASE OF LIQUID HELIUM (“First Amendment”) is effective as of...Contract for Sale and Purchase of Liquid Helium • June 28th, 2024 • Roth CH v Holdings, Inc.
Form of Lock-Up AgreementLock-Up Agreement • December 12th, 2024 • New Era Helium Inc. • Crude petroleum & natural gas
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • July 18th, 2025 • New Era Helium Inc. • Crude petroleum & natural gas
This Amendment to Employment Agreement (this “Amendment”), dated as of July 16th, 2025, is by and between New Era Helium Corp., a Nevada Corporation (the “Company”), and E. Will Gray II (“the Executive” and, together with the Company, the “Parties” and, individually, a “Party”).
LAND OPTION PURCHASE AGREEMENTLand Option Purchase Agreement • November 12th, 2025 • New ERA Energy & Digital, Inc. • Crude petroleum & natural gas • New Mexico
CONTRACT FOR SALE AND PURCHASE OF LIQUID HELIUMContract for Sale and Purchase of Liquid Helium • August 9th, 2024 • Roth CH v Holdings, Inc. • Crude petroleum & natural gas • Texas
THIS AGREEMENT made as of August 25, 2023 (the “Effective Date”) by and among NEH MIDSTREAM LLC, a limited liability company organized and existing under the laws of the State of Texas, with an office at 4501 Santa Rosa Drive, Midland, Texas 79707 (hereinafter referred to as "Seller") and AIRLIFE GASES USA INC., a Delaware corporation with its registered office at 183 Broadway, Suite 210, Hicksville, New York 11801 (“Buyer”), and, for the limited purposes described in Section 7.3 of this Agreement, SOLIS PARTNERS, L.L.C., a limited liability company organized and existing under the laws of Texas, with an office at 4501 Santa Rosa Drive, Midland, Texas 79707 (hereinafter referred to as "Pledgor").
CONTRACT FOR SALE AND PURCHASE OF CRUDE HELIUMContract for Sale and Purchase of Crude Helium • August 9th, 2024 • Roth CH v Holdings, Inc. • Crude petroleum & natural gas • Texas
THIS CONTRACT FOR SALE AND PURCHASE OF CRUDE HELIUM ("Agreement") is made as of August 25, 2023 ("Effective Date") between Badger Midstream Energy, LP having an office at 910 Louisiana, Suite 2400, Houston TX, 77002 ("Seller") and NEH Midstream LLCX, having an office at 4501 Santa Rosa Drive, Midland, Texas 79707 ("Buyer").
FOURTH AMENDED AND RESTATED EQUITY PURCHASE FACILITY AGREEMENTEquity Purchase Facility Agreement • August 14th, 2025 • New ERA Energy & Digital, Inc. • Crude petroleum & natural gas • Nevada
CONTRACT TO PURCHASEContract to Purchase • November 25th, 2025 • New ERA Energy & Digital, Inc. • Crude petroleum & natural gas
THIS CONTRACT TO PURCHASE (this “Agreement”) is made and entered into on the 21st day of November, 2025, by and between ODESSA INDUSTRIAL DEVELOPMENT CORPORATION d/b/a GROW ODESSA, a Texas nonprofit corporation with a mailing address of 301 S Grant Ave., Odessa, Texas 79761 (”Seller”), and TEXAS CRITICAL DATA CENTERS, LLC, a Delaware limited liability company with a mailing address of 4501 Santa Rosa Dr., Midland, Texas 79707 (“Purchaser”).
THIRD AMENDED AND RESTATED EQUITY PURCHASE FACILITY AGREEMENTEquity Purchase Facility Agreement • July 10th, 2025 • New Era Helium Inc. • Crude petroleum & natural gas • Nevada
CONTRACT FOR SALE AND PURCHASE OF LIQUID HELIUMContract for Sale and Purchase of Liquid Helium • October 21st, 2025 • New ERA Energy & Digital, Inc. • Crude petroleum & natural gas • Texas
THIS AGREEMENT made as of August 25, 2023 (the “Effective Date”) by and among NEH MIDSTREAM LLC, a limited liability company organized and existing under the laws of the State of Texas, with an office at 4501 Santa Rosa Drive, Midland, Texas 79707 (hereinafter referred to as “Seller”) and AIRLIFE GASES USA INC., a Delaware corporation with its registered office at 183 Broadway, Suite 210, Hicksville, New York 11801 (“Buyer”), and, for the limited purposes described in Section 7.3 of this Agreement, SOLIS PARTNERS, L.L.C., a limited liability company organized and existing under the laws of Texas, with an office at 4501 Santa Rosa Drive, Midland, Texas 79707 (hereinafter referred to as “Pledgor”).
CONTRACT FOR SALE AND PURCHASE OF LIQUID HELIUMContract for Sale and Purchase of Liquid Helium • June 28th, 2024 • Roth CH v Holdings, Inc. • Texas
THIS AGREEMENT made as of August 25, 2023 (the “Effective Date”) by and among NEH MIDSTREAM LLC, a limited liability company organized and existing under the laws of the State of Texas, with an office at 4501 Santa Rosa Drive, Midland, Texas 79707 (hereinafter referred to as "Seller") and AIRLIFE GASES USA INC., a Delaware corporation with its registered office at 183 Broadway, Suite 210, Hicksville, New York 11801 (“Buyer”), and, for the limited purposes described in Section 7.3 of this Agreement, SOLIS PARTNERS, L.L.C., a limited liability company organized and existing under the laws of Texas, with an office at 4501 Santa Rosa Drive, Midland, Texas 79707 (hereinafter referred to as "Pledgor").
PROMISSORY NOTEPromissory Note • October 28th, 2025 • New ERA Energy & Digital, Inc. • Crude petroleum & natural gas • New York
FOR VALUE RECEIVED, JOEL SOLIS and AVENTUS PROPERTIES LLC (collectively, “Maker”), hereby promises to pay to New Era Energy & Digital, Inc. (“Payee”), an original principal amount of $4,000,000.00, together with all interest accrued thereon in accordance with the terms of this Promissory Note (this “Note”).
CONTRACT TO PURCHASEContract to Purchase • July 29th, 2025 • New Era Helium Inc. • Crude petroleum & natural gas
THIS CONTRACT TO PURCHASE (this “Agreement”) is made and entered into on the 17th day of July, 2025, by and between ODESSA INDUSTRIAL DEVELOPMENT CORPORATION d/b/a GROW ODESSA, a Texas nonprofit corporation with a mailing address of 301 S Grant Ave., Odessa, Texas 79761 (“Seller”), and TEXAS CRITICAL DATA CENTERS, LLC, a Delaware limited liability company with a mailing address of 4501 Santa Rosa Dr., Midland, Texas 79707 (“Purchaser”).
GENERAL RELEASE AND SETTLEMENT AGREEMENTGeneral Release and Settlement Agreement • October 28th, 2025 • New ERA Energy & Digital, Inc. • Crude petroleum & natural gas • Nevada
THIS GENERAL RELEASE AND SETTLEMENT AGREEMENT (this “Release Agreement”) is entered into as of October 23, 2025 (the “Effective Date”) by and among New Era Energy & Digital, Inc., a Nevada corporation (the “Company”), Joel Solis (“Shareholder A”), Casey Solis (“Shareholder B”) and Robert Solis (“Shareholder C”) (collectively, the “Shareholders” and each individually, a “Shareholder”). The Company and the Shareholders are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”