COMMON STOCK PURCHASE WARRANT Meta MATERIALS INC.Common Stock Purchase Warrant • December 6th, 2023 • Meta Materials Inc. • Semiconductors & related devices • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after June 6, 2024 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on June 6, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Meta Materials Inc., a Nevada corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 6th, 2023 • Meta Materials Inc. • Semiconductors & related devices • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 4, 2023, between Meta Materials Inc. a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
UNDERWRITING AGREEMENT between TORCHLIGHT ENERGY RESOURCES, INC. and THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., as Representative of the Several Underwriters TORCHLIGHT ENERGY RESOURCES, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • May 18th, 2020 • Torchlight Energy Resources Inc • Crude petroleum & natural gas • New York
The undersigned, Torchlight Energy Resources, Inc., a corporation formed under the laws of the State of Nevada (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Torchlight Energy Resources, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity, a division of Fordham Financial Management, Inc. (hereinafter referred to as “you” (including its correlatives) or the “Representative”), and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
META MATERIALS INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • June 29th, 2021 • Meta Materials Inc. • Crude petroleum & natural gas • Nevada
This Indemnification Agreement (this “Agreement”) is dated as of [insert date], and is between Meta Materials Inc., a Nevada corporation (the “Company”), and [insert name] (“Indemnitee”).
Torchlight Energy Resources, Inc. Common Stock ($0.001 par value per share) Amended and Restated Sales AgreementSales Agreement • June 21st, 2021 • Torchlight Energy Resources Inc • Crude petroleum & natural gas • New York
Torchlight Energy Resources, Inc., a Nevada corporation (the “Company”), confirms its agreement (this “Agreement”) with Roth Capital Partners, LLC (the “Agent”), as follows. This Agreement amends and restates in its entirety that certain Sales Agreement, dated as of June 16, 2021, by and between the Company and the Agent.
COMMON STOCK PURCHASE WARRANT META MATERIALS INC.Common Stock Purchase Warrant • June 27th, 2022 • Meta Materials Inc. • Semiconductors & related devices
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after December 28, 2022 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on December 28, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Meta Materials Inc., a Nevada corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 12th, 2020 • Torchlight Energy Resources Inc • Crude petroleum & natural gas • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 12, 2020, between Torchlight Energy Resources, Inc., a Nevada corporation (the “Company”), and the purchaser identified on the signature pages (the “Purchaser”).
TORCHLIGHT ENERGY RESOURCES, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • January 14th, 2020 • Torchlight Energy Resources Inc • Crude petroleum & natural gas • New York
The undersigned, Torchlight Energy Resources, Inc., a company incorporated under the laws of Nevada (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Torchlight Energy Resources, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative, the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Aegis Capital Corp. is acting as representative (the “Representative,” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
Common Stock (par value $0.001 per share) At Market Issuance Sales AgreementAt Market Issuance Sales Agreement • February 10th, 2023 • Meta Materials Inc. • Semiconductors & related devices • New York
Underwriting AGREEMENTUnderwriting Agreement • February 8th, 2021 • Torchlight Energy Resources Inc • Crude petroleum & natural gas • New York
PURCHASE AGREEMENTPurchase Agreement • September 12th, 2023 • Meta Materials Inc. • Semiconductors & related devices • Nevada
THIS PURCHASE AGREEMENT (the “Agreement”), dated as of September 11, 2023, is made by and between META MATERIALS INC., a Nevada corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”). Capitalized terms used herein and not otherwise defined herein are defined in Section 1 hereof.
FORM OF SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 21st, 2024 • Meta Materials Inc. • Semiconductors & related devices • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 19, 2024, between Meta Materials Inc. a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
TORCHLIGHT ENERGY RESOURCES, INC. Warrant To Purchase Common StockWarrant Agreement • June 12th, 2020 • Torchlight Energy Resources Inc • Crude petroleum & natural gas • New York
Torchlight Energy Resources, Inc., a company organized under the laws of Nevada (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [HOLDER], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after June __, 2020 (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), ______________ (_____________) fully paid non-assessable shares of Common Stock (as defined below), subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the m
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 11th, 2023 • Meta Materials Inc. • Semiconductors & related devices • Nevada
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 11, 2023, is entered into by and between META MATERIALS INC., a Nevada corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Investor”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 14th, 2014 • Torchlight Energy Resources Inc • Crude petroleum & natural gas • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of _________, 2014, by and among Torchlight Energy Resources, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
ContractPlacement Agency Agreement • December 6th, 2023 • Meta Materials Inc. • Semiconductors & related devices • New York
Subject to the terms and conditions of this letter agreement (the “Agreement”) between A.G.P./Alliance Global Partners, as the sole placement agent (“A.G.P.”) (A.G.P. is also referred to herein as the “Placement Agent”), and Meta Materials Inc., a Nevada corporation (the “Company”), the parties hereby agree that the Placement Agent shall serve as the placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of registered securities of the Company, consisting of: (i) shares of common stock, par value $0.001 per share (“Common Stock”); and (ii) Warrants to purchase Common Stock (the “Warrants”). The Common Stock and Warrants actually placed by the Placement Agent are referred to herein as the “Placement Agent Securities.” The Placement Agent Securities and shares of Common Stock issuable upon the exercise of the Warrants shall be offered and sold under the Company’s registration statement on Form S-3 (File No. 333-2
META MATERIALS INC. 83,333,334 Shares of Common Stock Warrants to Purchase up to 83,333,334 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 14th, 2023 • Meta Materials Inc. • Semiconductors & related devices
Meta Materials Inc., a Nevada corporation (the “Company”), proposes, subject to the terms and conditions contained herein, to issue and sell to you (the Underwriters”), an aggregate of (i) 83,333,334 shares (the “Firm Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”) and (ii) warrants (the “Firm Warrants”) to purchase up to an aggregate of 83,333,334 shares of Common Stock (the “Firm Warrant Shares”). The respective amounts of the Firm Shares and the Firm Warrants to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto. The Firm Shares, the Firm Warrants and the Firm Warrant Shares are collectively referred to as the “Firm Securities.” The Company also proposes to issue and sell to the Underwriters, upon the terms and conditions set forth herein, up to an additional (i) 12,500,000 shares of Common Stock (the “Option Shares,” and together with the Firm Shares, the “Shares”), and/or (ii) warrants (t
ContractPlacement Agency Agreement • February 21st, 2024 • Meta Materials Inc. • Semiconductors & related devices • New York
Subject to the terms and conditions of this letter agreement (the “Agreement”) between A.G.P./Alliance Global Partners, as the sole placement agent (“A.G.P.”) (A.G.P. is also referred to herein as the “Placement Agent”), and Meta Materials Inc., a Nevada corporation (the “Company”), the parties hereby agree that the Placement Agent shall serve as the placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of registered securities of the Company, consisting of: (i) shares of common stock, par value $0.001 per share (“Common Stock”); (ii) Warrants to purchase Common Stock (the “Warrants”) and (iii) Pre-Funded Warrants to purchase Common Stock (the “Pre-Funded Warrants”). The Common Stock, Warrants and Pre-Funded Warrants actually placed by the Placement Agent are referred to herein as the “Placement Agent Securities.” The Placement Agent Securities and shares of Common Stock issuable upon the exercise of the Warra
WARRANT TO PURCHASE COMMON STOCK OF TORCHLIGHT ENERGY RESOURCES, INC.Warrant Agreement • September 6th, 2019 • Torchlight Energy Resources Inc • Crude petroleum & natural gas • Texas
This Warrant is issued in connection with the issuance to the Registered Holder of an 8% Unsecured Convertible Promissory Note and in connection with that certain Subscription Agreement between the Company and the Registered Holder dated as of July ____, 2019 (the “Subscription Agreement”). The Registered Holder of this Warrant is subject to the terms and conditions set forth in the Subscription Agreement.
WARRANT TO PURCHASE UNITS OF SECURITIES OF TORCHLIGHT ENERGY RESOURCES, INC.Warrant Agreement • April 22nd, 2014 • Torchlight Energy Resources Inc • Crude petroleum & natural gas • Texas
This Warrant is issued in connection with the Placement Agent Agreement between the Company and National Securities Corporation, dated as of January 14, 2014 (the “Placement Agent Agreement”). The Registered Holder of this Warrant is subject to the terms and conditions set forth in the Placement Agent Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 14th, 2014 • Torchlight Energy Resources Inc • Crude petroleum & natural gas
This Registration Rights Agreement (this “Agreement”) is made and entered into as of ______________, 2014, by and among Torchlight Energy Resources, Inc., a Nevada corporation (the “Company”), and the several purchasers signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 16th, 2020 • Torchlight Energy Resources Inc • Crude petroleum & natural gas • Texas
This EMPLOYMENT AGREEMENT (the “Agreement”), dated and effective as of July 15, 2020 (the “Effective Date”), by and between Torchlight Energy Resources, Inc., a Nevada corporation with principal executive offices at 5700 W. Plano Pkwy, Ste. 3600, Plano, TX 75093 (the “Company”), and John A. Brda, of 1425 Frontenay, Warson Woods, Missouri 63122 (the “Employee”) (each of which a “Party” or, collectively, the “Parties”).
AMENDED AND RESTATED PLACEMENT AGENCY AGREEMENT June 27, 2022Placement Agency Agreement • June 27th, 2022 • Meta Materials Inc. • Semiconductors & related devices • New York
DEVELOPMENT AGREEMENTDevelopment Agreement • October 22nd, 2013 • Torchlight Energy Resources Inc • Crude petroleum & natural gas • Texas
This DEVELOPMENT AGREEMENT (the "Agreement") dated October __, 2013 (the "Signing Date"), is by and between Ring Energy, Inc., (“Ring” or " Operator”) whose address is P.O. Box 11350, Midland, TX 79702, and Torchlight Energy Resources, Inc., (“Torchlight” or “Non-Operator”) whose address is 5700 W. Plano Parkway, Suite 3600, Plano, TX 75093. Ring Energy, Inc. and Torchlight Energy Resources, Inc. shall be referred to herein, individually, as a "Party" and, collectively, as the "Parties."
EMPLOYMENT AGREEMENTEmployment Agreement • October 15th, 2013 • Torchlight Energy Resources Inc • Crude petroleum & natural gas • Texas
This AGREEMENT (the “Agreement”), dated as of October 10, 2013, with an effective date of July 1, 2013 (the “Effective Date”), by and between Torchlight Energy Resources, Inc., a Nevada corporation with principal executive offices at 5700 W. Plano Pkwy, Ste. 3600, Plano, Texas 75093 (the “Company”), and Opal Marketing and Consulting, Inc. with its principal office at 590 West Meadow Road, Evergreen, Colorado (“Opal”).
FORM OF SERIES C WARRANT]Warrant Agreement • December 10th, 2015 • Torchlight Energy Resources Inc • Crude petroleum & natural gas • Texas
This Warrant is issued in connection with the issuance to the Registered Holder of shares of Common Stock and in connection with that certain Securities Purchase Agreement between the Company and the Registered Holder dated as of ______, 2014 (the “Subscription Agreement”). The Registered Holder of this Warrant is subject to the terms and conditions set forth in the Subscription Agreement.
COMMON STOCK PURCHASE WARRANT META MATERIALS INC.Common Stock Purchase Warrant • April 14th, 2023 • Meta Materials Inc. • Semiconductors & related devices • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received______________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after April 18, 2023 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on April 18, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Meta Materials Inc., a Nevada corporation (the “Company”), up to ______________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
LOAN AGREEMENTLoan Agreement • March 24th, 2023 • Meta Materials Inc. • Semiconductors & related devices • New York
LOAN AGREEMENT dated as of September 2, 2022 (this “Agreement”), by and among NEXT BRIDGE HYDROCARBONS, INC., a Nevada corporation (the “Parent Borrower”), TORCHLIGHT ENERGY, INC., a Nevada corporation (“Torchlight Energy”), TORCHLIGHT HAZEL, LLC, a Texas limited liability company (“Hazel”), HUDSPETH OIL CORPORATION, a Texas corporation (“Hudspeth Oil”), HUDSPETH OPERATING, LLC, a Texas limited liability company (“Hudspeth Operating”, and together with Parent Borrower, Torchlight Energy, Hazel and Hudspeth Oil, the “Borrowers”), and META MATERIALS, INC., a Nevada corporation (a “Lender”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 12th, 2015 • Torchlight Energy Resources Inc • Crude petroleum & natural gas • Texas
This Securities Purchase Agreement (this “Agreement”) is dated as of September 16, 2015, by and among Torchlight Energy Resources, Inc., a Nevada corporation (the “Company”), and each purchaser identified as such on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively the “Purchasers”).
PURCHASE & SETTLEMENT AGREEMENTPurchase & Settlement Agreement • August 9th, 2018 • Torchlight Energy Resources Inc • Crude petroleum & natural gas • Texas
The Parties, as defined below, enter into this Purchase & Settlement Agreement, effective as of August 6, 2018, (“Effective Date”), upon the terms and conditions stated herein.
FIRST AMENDMENT AGREEMENTSecured Promissory Note Amendment • April 4th, 2023 • Meta Materials Inc. • Semiconductors & related devices • Nevada
This FIRST AMENDMENT AGREEMENT, dated as of September 2, 2022 (this “Amendment”), is entered into among the undersigned with respect to that certain 8% Secured Promissory Note, dated October 1, 2021 (as amended from time to time, the “Secured Note”), made by Next Bridge Hydrocarbons, Inc. (f/k/a Oilco Holdings, Inc.), a Nevada corporation (the “Borrower”), in favor of Meta Materials, Inc., a Nevada corporation (the “Holder”). As used in this Amendment, capitalized terms which are not defined herein shall have the meaning ascribed to such terms in the Secured Note.
TORCHLIGHT ENERGY RESOURCES, INC. STOCK OPTION AGREEMENTStock Option Agreement • July 16th, 2020 • Torchlight Energy Resources Inc • Crude petroleum & natural gas
THIS GRANT, dated as of the date of grant first stated above (the “Date of Grant”), is delivered by Torchlight Energy Resources, Inc. (the “Company”) to Roger Wurtele (the “Grantee”), who is an employee, officer or director of the Company or one of its subsidiaries (the Company is sometimes referred to herein as the “Employer”).
DISTRIBUTION AGREEMENT BETWEEN META MATERIALS, INC. AND NEXT BRIDGE HYDROCARBONS, INC. Dated September 2, 2022Distribution Agreement • March 24th, 2023 • Meta Materials Inc. • Semiconductors & related devices • Nevada
THIS DISTRIBUTION AGREEMENT, made and entered into effective as of September 2, 2022 (this “Agreement”), is by and between META MATERIALS, INC., a Nevada corporation (formerly known as Torchlight Energy Resources, Inc., “Parent”), and NEXT BRIDGE HYDROCARBONS, INC., a Nevada corporation, and, as of the date hereof, a wholly-owned subsidiary of Parent (“NBH”). Parent and NBH are each a “Party” and are sometimes referred to herein as the “Parties”. Certain capitalized terms used in this Agreement are defined in Section 1.1.
EMPLOYMENT AGREEMENTEmployment Agreement • November 8th, 2023 • Meta Materials Inc. • Semiconductors & related devices • Delaware
This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into between METAMATERIAL TECHNOLOGIES USA, INC., a Delaware corporation (the “Company”), and Uzi Sasson, a resident of California (“Executive”), and effective as of November 5, 2023 (the “Effective Date”).
AMENDMENT TO ARRANGEMENT AGREEMENTArrangement Agreement • February 4th, 2021 • Torchlight Energy Resources Inc • Crude petroleum & natural gas • Ontario
THIS AMENDING AGREEMENT WITNESSES THAT in consideration of the covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Parties hereto covenant and agree as follows:
