Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On October 23, 2025, New Era Energy & Digital, Inc. (the "Company") entered into a secured promissory note (the "Note") with Joel Solis, an individual shareholder of the Company, and Aventus Properties LLC.

Pursuant to the terms of the Note, the Company agreed to provide a loan in the principal amount of $4,000,000 (the "Loan"). The Loan bears interest on the outstanding principal amount at a rate per annum equal to the lesser of (i) eighteen percent (18%), compounded annually, or (ii) the Maximum Rate, where "Maximum Rate" means the maximum non-usurious rate of interest permitted under applicable law. The Note includes customary covenants and events of default provisions.

The Loan is secured by a deed of trust on certain real property located in Odessa, Texas and Pecos, Texas. The Deed of Trust will be recorded in the real property records of Ector County, Texas and Reeves County, Texas. The Loan will mature on December 6, 2025, unless earlier repaid in accordance with the Note.

The transaction was reviewed and approved by the Company's Audit Committee and Board of Directors. The Company entered into a Release Agreement as part of the Loan transaction.

The foregoing description of the Note is not complete and is qualified in its entirety by reference to the full text of the Note, a copy of which is attached hereto as Exhibit 10.1. The Deed of Trust is attached hereto as Exhibit 10.2. The Release Agreement is attached hereto as Exhibit 10.3.

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