0001104659-24-127013 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration 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.”

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SECURITIES PURCHASE AGREEMENT
Securities 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 AGREEMENT
Voting 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 Agent
Security 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 GUARANTEE
Subsidiary 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”).

EQUITY PURCHASE FACILITY AGREEMENT
Equity 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.”

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