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.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 10th, 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.”
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.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 10th, 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.”
FORM OF VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • December 10th, 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 10th, 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.
SUBSIDIARY GUARANTEESubsidiary Guarantee • December 10th, 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”).
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").
Form of Lock-Up AgreementLock-Up Agreement • December 12th, 2024 • New Era Helium Inc. • Crude petroleum & natural gas
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").
EQUITY PURCHASE FACILITY AGREEMENTEquity Purchase Facility Agreement • December 10th, 2024 • New Era Helium Inc. • Crude petroleum & natural gas • Nevada
THIS EQUITY PURCHASE FACILITY AGREEMENT (this “Agreement”), dated as of December 6, 2024, 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.”
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”).
