EMPLOYMENT AGREEMENTEmployment Agreement • October 21st, 2022 • Next Bridge Hydrocarbons, Inc. • Crude petroleum & natural gas • Texas
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this 21st day of October, 2022, by and between Next Bridge Hydrocarbons, Inc., a Nevada corporation (the “Company”), and Clifton DuBose, Jr. (the “Executive”).
LOAN AGREEMENT dated as of September 2, 2022 among NEXT BRIDGE HYDROCARBONS, INC. TORCHLIGHT ENERGY, INC. TORCHLIGHT HAZEL, LLC HUDSPETH OIL CORPORATION HUDSPETH OPERATING, LLC as Borrowers and META MATERIALS, INC. as LenderLoan Agreement • September 6th, 2022 • Next Bridge Hydrocarbons, Inc. • Crude petroleum & natural gas • New York
FOURTH AMENDMENT TO LOAN AGREEMENTLoan Agreement • January 25th, 2024 • Next Bridge Hydrocarbons, Inc. • Crude petroleum & natural gas • New York
This FOURTH AMENDMENT TO LOAN AGREEMENT (this “Agreement”) is entered into effective as of December 31, 2023 (the “Amendment Effective Date”), among NEXT BRIDGE HYDROCARBONS, INC., a Nevada corporation (the “Borrower”), each of the other Loan Parties under the Loan Agreement (defined below), and GREGORY MCCABE, individually (as successor by assignment to Meta Materials Inc., a Nevada corporation (“Meta”)) (the “Lender”). Unless otherwise expressly defined herein, capitalized terms used but not defined in this Agreement shall have the meanings specified in the Loan Agreement (as defined below).
SIXTH AMENDMENT TO LOAN AGREEMENTLoan Agreement • July 17th, 2024 • Next Bridge Hydrocarbons, Inc. • Crude petroleum & natural gas • New York
This SIXTH AMENDMENT TO LOAN AGREEMENT (this “Agreement”) is entered into effective as of June 30, 2024 (the “Amendment Effective Date”), among NEXT BRIDGE HYDROCARBONS, INC., a Nevada corporation (the “Borrower”), each of the other Loan Parties under the Loan Agreement (defined below), and GREGORY MCCABE, individually (as successor by assignment to Meta Materials Inc., a Nevada corporation (“Meta”)) (the “Lender”). Unless otherwise expressly defined herein, capitalized terms used but not defined in this Agreement shall have the meanings specified in the Loan Agreement (as defined below).
FOURTH AMENDMENT TO 8% SECURED PROMISSORY NOTENext Bridge Hydrocarbons, Inc. • January 25th, 2024 • Crude petroleum & natural gas • Nevada
This FOURTH AMENDMENT TO 8% SECURED PROMISSORY NOTE (this “Agreement”) is entered into effective as of December 31, 2023 (the “Amendment Effective Date”), among NEXT BRIDGE HYDROCARBONS, INC. (f/k/a OILCO HOLDINGS, INC.), a Nevada corporation (the “Borrower”), each of the Grantors (defined below), and GREGORY MCCABE, individually (as successor by assignment to Meta Materials Inc., a Nevada corporation (“Meta”)) (the “Lender”). Unless otherwise expressly defined herein, capitalized terms used but not defined in this Agreement shall have the meanings specified in the Secured Note (as defined below).
FIRST AMENDMENT AGREEMENTFirst Amendment Agreement • September 6th, 2022 • Next Bridge Hydrocarbons, Inc. • Crude petroleum & natural gas • 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.
THIRD AMENDMENT TO 5% UNSECURED PROMISSORY NOTENext Bridge Hydrocarbons, Inc. • January 25th, 2024 • Crude petroleum & natural gas • Texas
This THIRD AMENDMENT TO 5% UNSECURED PROMISSORY NOTE (this “Agreement”) is entered into effective as of December 31, 2023 (the “Amendment Effective Date”), among NEXT BRIDGE HYDROCARBONS, INC. (f/k/a OILCO HOLDINGS, INC.), a Nevada corporation (the “Borrower”), and GREGORY MCCABE, an individual with an address at 500 West Texas Ave., Suite 890, Midland, Texas 79701 (the “Lender”). Unless otherwise expressly defined herein, capitalized terms used but not defined in this Agreement shall have the meanings specified in the Note (as defined below).
DISTRIBUTION AGREEMENT BETWEEN META MATERIALS, INC. AND NEXT BRIDGE HYDROCARBONS, INC. Dated September 2, 2022Distribution Agreement • September 6th, 2022 • Next Bridge Hydrocarbons, Inc. • Crude petroleum & natural gas • 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.
PURCHASE AGREEMENTPurchase Agreement • September 6th, 2022 • Next Bridge Hydrocarbons, Inc. • Crude petroleum & natural gas • Texas
This Purchase Agreement (“Agreement”) is made and entered into this 4th day of April 2016, by and among McCabe Petroleum Corporation, a Texas corporation (“MPC”), Torchlight Energy Resources, Inc., a Nevada corporation (“TRCH”), and Torchlight Energy, Inc., a Nevada corporation (“TEI” or “Purchaser”). MPC and TEI are sometimes hereinafter collectively referred to as the “Parties.”
FOURTH AMENDMENT TO 5% UNSECURED PROMISSORY NOTENext Bridge Hydrocarbons, Inc. • July 17th, 2024 • Crude petroleum & natural gas • Texas
This FOURTH AMENDMENT TO 5% UNSECURED PROMISSORY NOTE (this “Agreement”) is entered into effective as of March 31, 2024 (the “Amendment Effective Date”), among NEXT BRIDGE HYDROCARBONS, INC. (f/k/a OILCO HOLDINGS, INC.), a Nevada corporation (the “Borrower”), and GREGORY MCCABE, an individual with an address at 500 West Texas Ave., Suite 890, Midland, Texas 79701 (the “Lender”). Unless otherwise expressly defined herein, capitalized terms used but not defined in this Agreement shall have the meanings specified in the Note (as defined below).
TAX MATTERS AGREEMENTTax Matters Agreement • September 6th, 2022 • Next Bridge Hydrocarbons, Inc. • Crude petroleum & natural gas • Nevada
This Tax Matters Agreement, dated as of September 2, 2022 (this “Agreement”), is between Meta Materials, Inc., a Nevada corporation, on behalf of itself and the Affiliated Group (as defined below) (other than NBH and the NBH Group), on the one hand, and Next Bridge Hydrocarbons, Inc., a Nevada corporation (“NBH”), on behalf of itself and the NBH Group (as defined below), on the other hand. Parent and NBH are referred to in this Agreement collectively as the “Parties” and individually as a “Party.” Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in that certain Distribution Agreement entered into by the Parties as of September 2, 2022 (“Distribution Agreement”).
SIXTH AMENDMENT TO 8% SECURED PROMISSORY NOTENext Bridge Hydrocarbons, Inc. • July 17th, 2024 • Crude petroleum & natural gas • Nevada
This SIXTH AMENDMENT TO 8% SECURED PROMISSORY NOTE (this “Agreement”) is entered into effective as of June 30, 2024 (the “Amendment Effective Date”), among NEXT BRIDGE HYDROCARBONS, INC. (f/k/a OILCO HOLDINGS, INC.), a Nevada corporation (the “Borrower”), each of the Grantors (defined below), and GREGORY MCCABE, individually (as successor by assignment to Meta Materials Inc., a Nevada corporation (“Meta”)) (the “Lender”). Unless otherwise expressly defined herein, capitalized terms used but not defined in this Agreement shall have the meanings specified in the Secured Note (as defined below).
SEVENTH AMENDMENT TO 8% SECURED PROMISSORY NOTENext Bridge Hydrocarbons, Inc. • November 13th, 2024 • Crude petroleum & natural gas • Nevada
This SEVENTH AMENDMENT TO 8% SECURED PROMISSORY NOTE (this “Agreement”) is entered into effective as of September 30, 2024 (the “Amendment Effective Date”), among NEXT BRIDGE HYDROCARBONS, INC. (f/k/a OILCO HOLDINGS, INC.), a Nevada corporation (the “Borrower”), each of the Grantors (defined below), and GREGORY MCCABE, individually (as successor by assignment to Meta Materials Inc., a Nevada corporation (“Meta”)) (the “Lender”). Unless otherwise expressly defined herein, capitalized terms used but not defined in this Agreement shall have the meanings specified in the Secured Note (as defined below).
PURCHASE & SETTLEMENT AGREEMENTSettlement Agreement • September 6th, 2022 • Next Bridge Hydrocarbons, 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.
SECOND AMENDMENT TO 8% SECURED PROMISSORY NOTEDevelopment Unit Agreement • April 5th, 2023 • Next Bridge Hydrocarbons, Inc. • Crude petroleum & natural gas • Nevada
This SECOND AMENDMENT TO 8% SECURED PROMISSORY NOTE (this “Agreement”) is entered into effective as of March 31, 2023 (the “Amendment Effective Date”), among NEXT BRIDGE HYDROCARBONS, INC. (f/k/a OILCO HOLDINGS, INC.), a Nevada corporation (the “Borrower”), each of the Grantors (defined below), and META MATERIALS, INC., a Nevada corporation (the “Lender”). Unless otherwise expressly defined herein, capitalized terms used but not defined in this Agreement shall have the meanings specified in the Secured Note (as defined below).
FIRST AMENDMENT TO 5% UNSecured Promissory NoteNext Bridge Hydrocarbons, Inc. • June 26th, 2023 • Crude petroleum & natural gas • Texas
This FIRST AMENDMENT TO 5% UNSecured Promissory Note (this “Agreement”) is entered into effective as of June 16, 2023 (the “Amendment Effective Date”), among NEXT BRIDGE HYDROCARBONS, INC. (f/k/a Oilco Holdings, Inc.), a Nevada corporation (the “Borrower”), and Gregory McCabe, an individual with an address at 500 West Texas Ave., Suite 890, Midland, Texas 79701 (the “Lender”). Unless otherwise expressly defined herein, capitalized terms used but not defined in this Agreement shall have the meanings specified in the Note (as defined below).
SECOND AMENDMENT TO LOAN AGREEMENTLoan Agreement • April 5th, 2023 • Next Bridge Hydrocarbons, Inc. • Crude petroleum & natural gas • New York
This SECOND AMENDMENT TO LOAN AGREEMENT (this “Agreement”) is entered into effective as of March 31, 2023 (the “Amendment Effective Date”), among NEXT BRIDGE HYDROCARBONS, INC., a Nevada corporation (the “Borrower”), each of the other Loan Parties under the Loan Agreement (defined below), and META MATERIALS, INC., a Nevada corporation (the “Lender”). Unless otherwise expressly defined herein, capitalized terms used but not defined in this Agreement shall have the meanings specified in the Loan Agreement (as defined below).
SEVENTH AMENDMENT TO LOAN AGREEMENTLoan Agreement • November 13th, 2024 • Next Bridge Hydrocarbons, Inc. • Crude petroleum & natural gas • New York
This SEVENTH AMENDMENT TO LOAN AGREEMENT (this “Agreement”) is entered into effective as of September 30, 2024 (the “Amendment Effective Date”), among NEXT BRIDGE HYDROCARBONS, INC., a Nevada corporation (the “Borrower”), each of the other Loan Parties under the Loan Agreement (defined below), and GREGORY MCCABE, individually (as successor by assignment to Meta Materials Inc., a Nevada corporation (“Meta”)) (the “Lender”). Unless otherwise expressly defined herein, capitalized terms used but not defined in this Agreement shall have the meanings specified in the Loan Agreement (as defined below).
CONVERSION AGREEMENTConversion Agreement • October 5th, 2022 • Next Bridge Hydrocarbons, Inc. • Crude petroleum & natural gas • Texas
This Conversion Agreement (the “Agreement”) executed and effective on March , 2020 and effective as of the date set forth below, by and between Torchlight Energy Resources, Inc., a Nevada corporation (the “Company”), Hudspeth Oil Corporation, a Texas corporation and wholly-owned subsidiary of the Company (“Hudspeth”), and (“Holder”). The Company, Hudspeth and Holder will each be referred to herein as a “Party” and collectively referred to herein as “Parties.”
Amendment to Participation AgreementAmendment to Participation Agreement • October 5th, 2022 • Next Bridge Hydrocarbons, Inc. • Crude petroleum & natural gas
This Amendment to Participation Agreement (this “Amendment”), by and between MCCABE PETROLEUM CORPORATION, a Texas Corporation, 500 W. Texas Ave., Ste. 890, Midland, Texas 79701 (“MPC”), GREG MCCABE, INDIVIDUALLY, whose address is 500 W. Texas Ave., Ste. 890, Midland, Texas 79701 (“McCabe”) and HUDSPETH OIL CORPORATION, whose address is 5700 W. Plano Parkway, Suite 3600, Plano, Texas 75093 (“Hudspeth”). MPC, McCabe and Hudspeth are sometimes hereinafter sometimes hereinafter referred to as the “Parties”).
AMENDMENT NO.1 TO TAX MATTERS AGREEMENTTax Matters Agreement • October 21st, 2022 • Next Bridge Hydrocarbons, Inc. • Crude petroleum & natural gas • Nevada
This Amendment No. 1 (this “Amendment”) to that certain Tax Matters Agreement, dated as of September 2, 2022 (the “Agreement”) is made and entered into effective of October 20, 2022, by and among Meta Materials, Inc., a Nevada corporation, on behalf of itself and the Affiliated Group (other than NBH and the NBH Group), on the one hand, and Next Bridge Hydrocarbons, Inc., a Nevada corporation, on behalf of itself and the NBH Group, on the other hand. Capitalized terms used in this Amendment that are not otherwise defined herein shall have the respective meanings assigned to them in the Agreement, as applicable.
PARTICIPATION AGREEMENTParticipation Agreement • November 13th, 2024 • Next Bridge Hydrocarbons, Inc. • Crude petroleum & natural gas
This Agreement (the “Agreement”) is made and entered into this 27th day of May, 2024, effective as of the Effective Date provided for below by and between the following parties (individually, a “Party,” and collectively, the “Parties”), whose addresses and other contact information are set forth with their respective names, to-wit:
AMENDMENT TO DEVELOPMENT UNIT AGREEMENT 2837 HUDSPETH OPERATING, LLC HUDSPETH COUNTY, TEXASDevelopment Unit Agreement • November 14th, 2023 • Next Bridge Hydrocarbons, Inc. • Crude petroleum & natural gas
This AMENDMENT TO DEVELOPMENT UNIT AGREEMENT 2837 (this “Amendment”), effective as of January 1, 2020, is entered into by and between the Commissioner of the General Land Office on behalf of the State of Texas (collectively referred to as “Lessor” or the “State” and as approved by the Board for Lease of University Lands (hereinafter referred to as the “Board” with both the State of Texas and Board collectively referred to as “University Lands”), Lessee and any other party who has or may execute this Amendment (collectively referred to as “Lessees” and individually as “lessee”) and Operator (the “Operator”), Parties executing this Amendment are individually referred to as a “Party” and collectively referred to as the “Parties”.
DEVELOPMENT UNIT AGREEMENT 2837 FOUNDERS OIL & GAS OPERATING, LLC FOUNDERS UNIVERSITY OROGRANDE DRILLING AND DEVELOPMENT UNIT HUDSPETH COUNTY. TEXASDevelopment Unit Agreement • November 14th, 2023 • Next Bridge Hydrocarbons, Inc. • Crude petroleum & natural gas
PARTICIPATION AGREEMENTParticipation Agreement • October 13th, 2023 • Next Bridge Hydrocarbons, Inc. • Crude petroleum & natural gas
Notwithstanding the preceding paragraph to the contrary, such consent by the other Parties shall not be required as concerns: (a) any conveyance or assignment of an overriding royalty interest, net profits interest and/or production payment (volumetric or otherwise); (b) any mortgage, pledge, hypothecation, or granting of security interest (or the forced sale of such interest pursuant to the foreclosure of or other realization upon any encumbrance created pursuant thereto); (c) any assignment, transfer or conveyance to an Affiliate of a Party so long as the assigning Party remains liable under this Agreement, but only to the extent such liability arose from or is based upon events, actions, conditions, circumstances or omissions incurred or created by such Party in connection with its performance hereunder; (d) any disposition by merger, reorganization, or consolidation; or (e) any disposition to a parent or subsidiary company of a Party or an entity in which a Party owns a majority of
Second Amendment to Participation AgreementSecond Amendment • October 5th, 2022 • Next Bridge Hydrocarbons, Inc. • Crude petroleum & natural gas
This Second Amendment to Participation Agreement (this “2nd Amendment”), by and between MCCABE PETROLEUM CORPORATION, a Texas Corporation, 500 W. Texas Ave., Ste. 890, Midland, Texas 79701 (“MPC”), GREG MCCABE, INDIVIDUALLY, whose address is 500 W. Texas Ave., Ste. 890, Midland, Texas 79701 (“McCabe”) and HUDSPETH OIL CORPORATION, whose address is 5700 W. Plano Parkway, Suite 3600, Plano, Texas 75093 (“Hudspeth”). MPC, McCabe and Hudspeth are sometimes hereinafter sometimes hereinafter referred to as the “Parties”).
PARTICIPATION AGREEMENTParticipation Agreement • November 13th, 2024 • Next Bridge Hydrocarbons, Inc. • Crude petroleum & natural gas
This Agreement (the “Agreement”) is made and entered into effective as of the Effective Date provided for below by and between the following parties (individually, a “Party,” and collectively, the “Parties”), whose addresses and other contact information are set forth with their respective names, to-wit:
PURCHASE AGREEMENTPurchase Agreement • September 6th, 2022 • Next Bridge Hydrocarbons, Inc. • Crude petroleum & natural gas • Texas
This Purchase Agreement (this “Agreement”), is made and entered into this 14th day of November, 2017, by and between MCCABE PETROLEUM CORPORATION, a Texas corporation, with mailing address at 500 W. Texas Ave., Ste. 890, Midland, Texas 79701 (“MPC”) and TORCHLIGHT ENERGY, INC., a Nevada corporation, with mailing address at 5700 W. Plano Pkwy, Ste. 3600, Plano, TX 75093 (“TEI”). MPC and TEI are sometimes hereinafter referred to as the “Parties”.
SUBORDINATION AGREEMENTSubordination Agreement • July 17th, 2024 • Next Bridge Hydrocarbons, Inc. • Crude petroleum & natural gas
This Subordination Agreement (this “Agreement”) is made as of February 29, 2024 by and between GREGORY MCCABE (“Subordinated Creditor”), CAPCO HOLDINGS, INC., a Texas Corporation (“Senior Creditor”) and NEXT BRIDGE HYDROCARBONS, INC., a Nevada corporation (“Borrower”).
SIXTH AMENDMENT TO 5% UNSECURED PROMISSORY NOTENext Bridge Hydrocarbons, Inc. • November 13th, 2024 • Crude petroleum & natural gas • Texas
This SIXTH AMENDMENT TO 5% UNSECURED PROMISSORY NOTE (this “Agreement”) is entered into effective as of September 30, 2024 (the “Amendment Effective Date”), among NEXT BRIDGE HYDROCARBONS, INC. (f/k/a OILCO HOLDINGS, INC.), a Nevada corporation (the “Borrower”), and GREGORY MCCABE, an individual with an address at 500 West Texas Ave., Suite 890, Midland, Texas 79701 (the “Lender”). Unless otherwise expressly defined herein, capitalized terms used but not defined in this Agreement shall have the meanings specified in the Note (as defined below).
