SECOND AMENDMENT TO 8% SECURED PROMISSORY NOTE

Exhibit 2.4

[Execution Counterpart]

SECOND AMENDMENT TO 8% SECURED PROMISSORY NOTE

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).

RECITALS

WHEREAS, the Borrower issued that certain 8% Secured Promissory Note, dated October 1, 2021, to Lender (as amended by that certain First Amendment Agreement, dated as of September 2, 2022, and as may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Secured Note”);

WHEREAS, the obligations under the Secured Note are secured by that certain (a) Stock Pledge Agreement dated as of September 30, 2021 (as amended from time to time, the “Pledge Agreement”), made by Xxxxxxx XxXxxx (the “Pledgor”) in favor of the Lender, and (b) Deed of Trust, Mortgage, Security Agreement, Fixture Filing, Financing Statement and Assignment of Production, dated as of September 30, 2021 (as amended from time to time, the “Security Agreement”, and together with the Secured Note and the Pledge Agreement, the “Secured Note Documents”) made by Wolfbone Investments, LLC, a Texas limited liability company (“Wolfbone” and, together with the Pledgor, the “Grantors”; the Grantors together with the Borrower, the “Obligors”), to Xxxxxx Xxxxx, as trustee, for the benefit of the Lender;

WHEREAS, the Borrower has requested that the Lender extend the Maturity Date, and the Lender is willing to extend the Maturity Date, in each case, upon the terms and conditions set forth herein.

NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and confessed, the Borrower, other Obligors and Lender hereby agree as follows:

SECTION 1. Amendment to the Secured Note. Subject to the satisfaction of each condition precedent set forth in Section 2, and in reliance on the representations, warranties, covenants and agreements contained in this Agreement, the Secured Note shall be amended effective as of the Amendment Effective Date as follows:

1.1 Section 3 of the Secured Note is hereby amended and restated as follows:

3. Schedule for Payment of Principal and Interest. The principal balance of the Drawdowns outstanding hereunder and all accrued and unpaid interest thereon and all other amounts accrued under this Note shall be due and payable in full, in United States Dollars, on the Maturity Date (hereinafter, as defined below). If a Qualified Financing (hereinafter, as defined below) is consummated before March 31, 2023, then the Company shall repay to the Holder the aggregate outstanding principal amount of this Note in equal monthly installments, one such installment due and payable on each of April 30, 2023, May 31, 2023, June 30, 2023, July 31, 2023, August 31, 2023 and the Maturity Date, together with all accrued but unpaid interest on such principal amount under this Note; provided, that the final principal repayment installment of this Note shall

SECOND AMENDMENT TO 8% SECURED PROMISSORY NOTE-PAGE 1

be repaid on the Maturity Date and in any event shall be in an amount equal to the total principal amount of this Note outstanding on such date. The “Maturity Date” means October 3, 2023. “Qualified Financing” means a transaction or series of transactions pursuant to which the Company and/or any of its subsidiaries issues and sells its equity interests (excluding, for avoidance of doubt, the Spin Out defined below), and/or incurs indebtedness (other than indebtedness owing to the Holder), for aggregate gross proceeds of at least $30,000,000 (excluding all proceeds from the incurrence of any Indebtedness that is converted into such equity interests, or otherwise cancelled in consideration for the issuance of such equity interests) with the principal purpose of raising capital. “Spin Out” means the transaction (or series of transactions) whereby the Holder distributes all of the shares of common stock of the Company to the holders the Series A Special Non-Voting Preferred Stock of the Holder, immediately after which all shares of the Series A Non-Voting Preferred Stock of the Holder are cancelled. All interest on the principal balance of the Drawdowns outstanding hereunder shall be payable at the rate of 8% per annum, and shall be due and payable to the Holder on the Maturity Date and on any other date on which principal of this Note is repaid or prepaid. Interest shall be computed on the basis of a 360-day year.

SECTION 2. Conditions Precedent. The amendments contained in Section 1 shall only be effective upon the satisfaction of each of the conditions set forth in this Section 2.

2.1 Execution and Delivery. The Borrower, the Grantors and Xxxxxx shall have duly executed and delivered this Agreement.

2.2 No Event of Default. After giving effect to this Agreement, no Event of Default shall exist under the Secured Note.

2.3 Representations and Warranties. After giving effect to this Agreement, the representations and warranties of each Obligor contained in this Agreement and the other Secured Note Documents (as amended hereby) shall be true and correct in all material respects (except to the extent any such representation and warranty is qualified by materiality, in which case, such representation and warranty shall be true and correct in all respects) on the date hereof, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date hereof, such representations and warranties shall continue to be true and correct in all material respects (except to the extent any such representation and warranty is qualified by materiality, in which case, such representation and warranty shall be true and correct in all respects) as of such specified earlier date.

2.4 Reaffirmation of Security Agreement. The Lender shall have received an extension of lien in the form of Exhibit A hereto, duly executed and delivered by Xxxxxxxx and notarized for recording.

2.5 Loan Agreement Amendment. The Lender shall have received that certain Second Amendment to Loan Agreement, dated as of the date hereof, among Borrower, each of the other Loan Parties party thereto and Xxxxxx, and all conditions precedent set forth in Section 2 therein shall have been satisfied.

SECTION 3. Representations and Warranties of the Obligors. To induce the Lender to enter into this Agreement, each Obligor hereby represents and warrants to the Lender as follows:

SECOND AMENDMENT TO 8% SECURED PROMISSORY NOTE-PAGE 2

3.1 Reaffirmation of Representations and Warranties under the Secured Note Documents. After giving effect to this Agreement, each representation and warranty of such Obligor contained in the Secured Note and in each of the other Secured Note Documents to which such Obligor is party is true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of the date hereof (except to the extent such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date).

3.2 Corporate Authority; No Conflicts. The execution, delivery and performance by such Obligor (to the extent a party hereto or thereto) of this Agreement, the Secured Note Documents as amended hereby, and all documents, instruments and agreements contemplated herein (a) are within such Obligor’s powers, (b) have been duly authorized by all necessary action, (c) require no action by or in respect of, or filing with, any Governmental Authority, (d) do not violate any applicable laws or regulations relating to such Obligor, in any material respect, (e) do not violate or constitute a default under any indenture, agreement for borrowed money or similar instrument or any other material agreement binding upon such Obligor or any of its Subsidiaries, or (f) do not result in the creation or imposition of any Lien upon any of the assets of such Obligor except for Liens in favor of the Lender under the Secured Note Documents.

3.3 Enforceability. This Agreement and each Secured Note Document (as amended hereby) to which such Obligor is party constitute the valid and binding obligations of such Obligor, enforceable in accordance with their respective terms, except as (a) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally and (b) the availability of equitable remedies may be limited by equitable principles of general application.

SECTION 4. Miscellaneous.

4.1 Reaffirmation of the Secured Note and Liens. Any and all of the terms and provisions of the Secured Note and the other Secured Note Documents shall, except as amended and modified hereby, remain in full force and effect and are hereby in all respects ratified and confirmed by each Obligor. Each Obligor hereby agrees that the amendments and modifications herein contained shall in no manner affect or impair the liabilities, duties and obligations of any Obligor under the Secured Note Documents or the liens securing the payment and performance thereof. Each Grantor reaffirms all Liens on the collateral which have been granted by such Grantor in favor of the Lender pursuant to any of the Secured Note Documents.

4.2 Amounts Outstanding. The Borrower and Xxxxxx hereby acknowledge and agree that, as of the Amendment Effective Date after giving effect to the transactions set forth in this Agreement, the outstanding principal and interest amounts owed to the Lender under the Secured Note is $16,689,444.44, comprised of (a) outstanding principal amount of $15,000,000 and (b) accrued and unpaid interest amount of $1,689,444.44.

4.3 Parties in Interest. All of the terms and provisions of this Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

4.4 Counterparts. This Agreement may be executed in one or more counterparts and by different parties hereto in separate counterparts each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic imaging means (e.g. “pdf’” or “tif”) shall be effective as delivery of a manually executed counterpart of this Agreement. This Agreement and the other Secured Note Documents constitute the entire contract among the parties relating to the subject matter hereof and thereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof and thereof.

SECOND AMENDMENT TO 8% SECURED PROMISSORY NOTE-PAGE 3

4.5 No Modification. Except as expressly modified by this Agreement and each Secured Note Document is and shall remain unchanged and in full force and effect, and nothing contained in this Agreement shall, by implication or otherwise, limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lender or any of the other parties hereto, or shall alter, modify, amend or in any way affect any of the other terms, conditions, obligations, covenants or agreement contained in the Secured Note Documents which are not by the terms of this Amendment being amended, or alter, modify or amend or in any way affect any of the other Secured Note Documents.

4.6 Secured Note Documents. This Agreement shall be deemed to be a Secured Note Document.

4.7 Headings. The headings, captions and arrangements used in this Agreement are, unless specified otherwise, for convenience only and shall not be deemed to limit, amplify or modify the terms of this Agreement, nor affect the meaning thereof.

4.8 Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

4.9 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEVADA, WITHOUT REGARD TO CONFLICT-OF-LAW PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEVADA.

4.10 Reference to and Effect on the Secured Note Documents.

4.10.1 This Agreement shall be deemed to constitute a Secured Note Document for all purposes and in all respects. Each reference in the Secured Note to “this Note,” “hereunder,” “hereof,” “herein” or words of like import, and each reference in the Secured Note or in any other Secured Note Document, or other agreements, documents or other instruments executed and delivered pursuant to the Secured Note, to the “Note”, shall mean and be a reference to the Secured Note as amended and otherwise modified by this Agreement.

4.10.2 The execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Lender under any of the Secured Note Documents, nor constitute a waiver of any provision of any of the Secured Note Documents.

4.11 Release. Each of the Obligors, by signing below, hereby waives and releases the Lender, the Lender’s Affiliates, and the respective directors, officers, employees, agents and advisors of the Lender and Xxxxxx’s Affiliates (collectively, the “Released Parties”) from any and all claims, offsets, defenses and counterclaims (collectively, the “Claims”) arising out of the Secured Note Documents prior to the date hereof, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto. Notwithstanding anything to the contrary contained herein, the foregoing release shall not, as to any Released Party, be available to the extent that liabilities in respect of any Claims are determined by a court of competent jurisdiction by final

SECOND AMENDMENT TO 8% SECURED PROMISSORY NOTE-PAGE 4

and nonappealable judgment to have resulted primarily from the gross negligence or willful misconduct of such Released Party in connection with any such Claims. As used in this Section 4.11, “Affiliates” means another person or entity that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Lender. As used in this Section 4.11, “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a person or entity, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

4.12 Counterparts. This Agreement may be executed in one or more counterparts and by different parties hereto in separate counterparts each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic imaging means (e.g. “pdf’” or “tif”) shall be effective as delivery of a manually executed counterpart of this Agreement.

4.13 Complete Agreement. THIS AGREEMENT, THE SECURED NOTE, AND THE OTHER SECURED NOTE DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

4.14 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SECURED NOTE DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

[Signature pages follow.]

SECOND AMENDMENT TO 8% SECURED PROMISSORY NOTE-PAGE 5

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed by their respective authorized officers to be effective as of the Amendment Effective Date.

BORROWER:
NEXT BRIDGE HYDROCARBONS, INC.
By:		/s/ Xxxxxxx XxXxxx, Xx.
Name: Xxxxxxx XxXxxx, Xx.
Title: CEO
GRANTORS UNDER THE SECURED NOTE DOCUMENTS:
/s/ Xxxxxxx XxXxxx
Name: Xxxxxxx XxXxxx
WOLFBONE INVESTMENTS, LLC
By:		/s/ Xxxxxxx XxXxxx
Name: Xxxxxxx XxXxxx
Title: Manager

[SIGNATURE PAGE TO SECOND AMENDMENT TO 8% SECURED PROMISSORY NOTE]

LENDER:
META MATERIALS, INC.
By:		/s/ Xxxxxx Xxxxxxxxx
Name: Xxxxxx Xxxxxxxxx
Title: Chief Executive Officer

[SIGNATURE PAGE TO SECOND AMENDMENT 8% SECURED PROMISSORY NOTE]

EXHIBIT A

[FORM OF EXTENSION OF LIEN ATTACHED]

Extension of Lien Pg. 1

NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER’S LICENSE NUMBER.

EXTENSION OF LIEN

THE STATE OF TEXAS		§
COUNTY OF XXXXXXXX		§		KNOW ALL MEN BY THESE PRESENTS:

THAT NEXT BRIDGE HYDROCARBONS, INC. (formerly known as OILCO Holdings, Inc.) (the “Borrower”) entered into that certain 8% Secured Promissory Note of the Borrower (as amended from time to time, the “Note”) in the original principal sum of up to $15,000,000.00, payable to the order of Meta Materials, Inc. (“Noteholder”), the Note being secured by a Deed of Trust, Mortgage, Security Agreement, Fixture Filing, Financing Statement and Assignment of Production (the “Deed of Trust”) dated September 30, 2021 recorded under Document Number 00000153654 in the Official Records of Xxxxxxxx County, Texas for the property more fully described in EXHIBIT A (the “Property”), said Property being owned by Wolfbone Investments, LLC (“Owner”);

WHEREAS, the Note was modified and extended by Borrower and Noteholder to have its Maturity Date now be October 3, 2023 (the “Maturity Date”); and

WHEREAS Owner and Noteholder desire to extend and carry forward said liens on the Property in reference to and recognition of the extension of the Maturity Date of the Note.

NOW, THEREFORE, in consideration of the extension or rearrangement of the time or manner of payment of the Note, and for other good and valuable consideration, Owner hereby extends said lien on the Property until said indebtedness and Note as so renewed and extended has been fully paid, and agree that such extension or rearrangement shall in no manner affect or impair the Note or the liens securing the same and that said liens shall not in any manner be waived, the purpose of this instrument being simply to extend or rearrange the time or manner of payment of the Note and indebtedness and to carry forward all liens securing the same, which are acknowledged by the Owner to be valid and subsisting, and the Owner agrees that all terms and provisions of said original Note and of the instrument or instruments creating or fixing the liens securing the same shall be and remain in full force and effect as therein written, except as otherwise expressly provided herein.

EXECUTED effective as of the                  day of March, 2023.

[signature page follows]

Extension of Lien Pg. 2

IN WITNESS WHEREOF, the party below has caused this document to be duly executed in its corporate name by the manual signature of an officer of such party.

WOLFBONE INVESTMENTS, LLC

a Texas limited liability company

By:

Xxxx XxXxxx

Manager

SUBSCRIBED AND SWORN TO BEFORE ME on this the _____ day of March 2023, to certify which witness my hand and official seal.

By:

Notary Public

AFTER RECORDING RETURN TO

XXXXX LAW FIRM, PC

00000 Xxxxxxxxx Xxxx #000

Houston, TX 77024

Exhibit A Pg. 1

EXHIBIT A

Description of Oil and Gas Properties

An undivided Twenty-Five Percent (25.00%) of 8/8ths working interest in the Oil and Gas Leases and Units (including the DUA), the Hydrocarbons in, on or under the Lands covered by such Oil and Gas Leases and Units (including the DUA), including the Xxxxx on the Oil and Gas Leases, Units (including the DUA) and Lands described on this Exhibit A.

An undivided Twenty-Five Percent (25.00%) of 8/8ths interest in the Personal Property located on the Lands (or Lands pooled, communitized or unitized therewith).

Leases and Lands

All of the leases set forth below are filed of record in Xxxxxxxx County, Texas:

Tract		UL Lease Number				Recording Information				Block				Section				Effective Date				Acreage
1			115099				138149				A				1				April 10, 2013				686.7
2			115100				138150				A				2				April 10, 2013				686.7
3			115101				138151				A				3				April 10, 2013				686.7
4			115102				138152				A				4				April 10, 2013				686.7
5			115103				138153				A				5				April 10, 2013				686.7
6			115104				138154				A				6				April 10, 2013				686.7
7			115105				138155				A				7				April 10, 2013				686.7
8			115106				138156				A				8				April 10, 2013				686.7
9			115107				138157				A				9				April 10, 2013				686.7
10			115108				138158				A				10				April 10, 2013				686.7
11			115109				138159				A				11				April 10, 2013				686.7
12			115110				138160				A				12				April 10, 2013				686.7
13			115111				138161				A				13				April 10, 2013				686.7
14			115112				138162				A				14				April 10, 2013				686.7
15			115113				138163				A				15				April 10, 2013				686.7
16			115114				138164				A				16				April 10, 2013				686.7
17			115115				138165				A				17				April 10, 2013				686.7
18			115116				138166				A				18				April 10, 2013				686.7
19			115117				138167				A				19				April 10, 2013				686.7
20			115118				138168				A				20				April 10, 2013				686.7
21			115119				138169				A				21				April 10, 2013				686.7
22			115120				138170				A				22				April 10, 2013				686.7
23			115121				138171				A				23				April 10, 2013				686.7
24			115122				138172				A				24				April 10, 2013				686.7

Exhibit A Pg. 2

Tract		UL Lease Number				Recording Information				Block				Section				Effective Date				Acreage
25			115123				138173				A				25				April 10, 2013				686.7
26			115124				138174				A				26				April 10, 2013				686.7
27			115125				138204				A				27				April 10, 2013				686.7
28			115126				138146				A				28				April 10, 2013				686.7
29			115127				138175				A				29				April 10, 2013				686.7
30			115128				138176				A				30				April 10, 2013				686.7
31			115129				138177				A				31				April 10, 2013				686.7
32			115130				138178				A				32				April 10, 2013				686.7
33			115131				138179				A				33				April 10, 2013				686.7
34			115132				138180				A				34				April 10, 2013				686.7
35			115133				138181				A				35				April 10, 2013				686.7
36			115134				138182				A				36				April 10, 2013				686.7
37			115135				138147				A				37				April 10, 2013				686.7
38			115136				138183				A				38				April 10, 2013				686.7
39			115137				138184				A				39				April 10, 2013				686.7
40			115138				138185				A				40				April 10, 2013				686.7
41			115139				138186				A				41				April 10, 2013				686.7
42			115140				138187				A				42				April 10, 2013				686.7
43			115141				138188				A				43				April 10, 2013				686.7
44			115142				138189				A				44				April 10, 2013				686.7
45			115143				138190				A				45				April 10, 2013				686.7
46			115144				138191				A				46				April 10, 2013				686.7
47			115145				138192				A				47				April 10, 2013				686.7
48			115146				138193				A				48				April 10, 2013				686.7
49			115147				138194				B				I				April 10, 2013				686.7
50			115148				138195				B				2				April 10, 2013				686.7
51			115149				138196				B				3				April 10, 2013				686.7
52			115150				138197				B				4				April 10, 2013				686.7
53			115151				138198				B				5				April 10, 2013				686.7
54			115152				138199				B				6				April 10, 2013				686.7
55			115153				138200				B				7				April 10, 2013				686.7
56			115154				138201				B				8				April 10, 2013				686.7
57			115155				138202				B				9				April 10, 2013				686.7
58			115156				138203				B				10				April 10, 2013				686.7
59			115157				138205				B				11				April 10, 2013				686.7
60			115158				138206				B				12				April 10, 2013				686.7
61			115159				138207				B				13				April 10, 2013				686.7

Exhibit A Pg. 3

Tract		UL Lease Number				Recording Information				Block				Section				Effective Date				Acreage
62			115160				138208				B				14				April 10, 2013				686.7
63			115161				138209				B				15				April 10, 2013				686.7
64			115162				138210				B				16				April 10, 2013				686.7
65			115163				138211				B				17				April 10, 2013				686.7
66			115164				138212				B				18				April 10, 2013				686.7
67			115165				138213				B				19				April 10, 2013				686.7
68			115166				138214				B				20				April 10, 2013				686.7
69			115167				138215				B				21				April 10, 2013				686.7
70			115168				138216				B				22				April 10, 2013				686.7
71			115169				138217				B				23				April 10, 2013				686.7
72			115170				138218				B				24				April 10, 2013				686.7
73			115171				138219				B				25				April 10, 2013				686.7
74			115172				138148				B				26				April 10, 2013				686.7
75			115173				138220				B				27				April 10, 2013				686.7
76			115174				138221				B				28				April 10, 2013				686.7
77			115175				138222				B				29				April 10, 2013				686.7
78			115176				138223				B				30				April 10, 2013				686.7
79			115177				138224				B				31				April 10, 2013				686.7
80			115178				138225				B				32				April 10, 2013				686.7
81			115179				138226				B				33				April 10, 2013				686.7
82			115180				138227				B				34				April 10, 2013				686.7
83			115181				138228				B				35				April 10, 2013				686.7
84			115182				138229				B				36				April 10, 2013				686.7
85			115183				138230				B				37				April 10, 2013				686.7
86			115184				138231				B				38				April 10, 2013				686.7
87			115185				138232				B				39				April 10, 2013				686.7
88			115186				138233				B				40				April 10, 2013				686.7
89			115187				138234				B				41				April 10, 2013				686.7
90			115188				138235				B				42				April 10, 2013				686.7
91			115189				138236				B				43				April 10, 2013				686.7
92			115190				138237				B				44				April 10, 2013				686.7
93			115191				138238				B				45				April 10, 2013				686.7
94			115192				138239				B				46				April 10, 2013				686.7
95			115193				138240				B				47				April 10, 2013				686.7
96			115194				138241				B				48				April 10, 2013				686.7
97			115195				138242				E				1				April 10, 2013				686.7
98			115196				138243				E				2				April 10, 2013				686.7

Exhibit A Pg. 4

Tract		UL Lease Number				Recording Information				Block				Section				Effective Date				Acreage
99			115197				138244				E				3				April 10, 2013				686.7
100			115198				138245				E				4				April 10, 2013				686.7
101			115199				138247				E				5				April 10, 2013				686.7
102			115200				138248				E				6				April 10, 2013				686.7
103			115201				138249				E				7				April 10, 2013				686.7
104			115202				138250				E				8				April 10, 2013				686.7
105			115203				138251				E				9				April 10, 2013				686.7
106			115204				138252				E				10				April 10, 2013				686.7
107			115205				138253				E				11				April 10, 2013				686.7
108			115206				138254				E				12				April 10, 2013				686.7
109			115207				138255				E				13				April 10, 2013				686.7
110			115208				138256				E				14				April 10, 2013				686.7
11 I			115209				138257				E				15				April 10, 2013				686.7
112			115210				138258				E				16				April 10, 2013				686.7
113			115211				138259				E				17				April 10, 2013				686.7
114			115212				138260				E				18				April 10, 2013				686.7
115			115213				138261				E				19				April 10, 2013				686.7
116			115214				138262				E				20				April 10, 2013				686.7
117			115215				138263				E				21				April 10, 2013				686.7
118			115216				138264				E				22				April 10, 2013				686.7
119			115217				138265				E				23				April 10, 2013				686.7
120			115218				138266				E				24				April 10, 2013				686.7
121			115219				138267				E				25				April 10, 2013				686.7
122			115220				138268				E				26				April 10, 2013				686.7
123			115221				138269				E				27				April 10, 2013				686.7
124			115222				138270				E				28				April 10, 2013				686.7
125			115223				138271				E				29				April 10, 2013				686.7
126			115224				138272				E				30				April 10, 2013				686.7
127			115225				138273				E				31				April 10, 2013				686.7
128			115226				138274				E				32				April 10, 2013				686.7
129			115227				138275				E				33				April 10, 2013				686.7
130			115228				138276				E				34				April 10, 2013				686.7
131			115229				138277				E				35				April 10, 2013				686.7
132			115230				138278				E				36				April 10, 2013				686.7
133			115231				138279				E				37				April 10, 2013				686.7
134			115232				138280				E				38				April 10, 2013				686.7
135			115233				138281				E				39				April 10, 2013				686.7

Exhibit A Pg. 5

Tract		UL Lease Number				Recording Information				Block				Section				Effective Date				Acreage
136			115234				138282				E				40				April 10, 2013				686.7
137			115235				138283				E				41				April 10, 2013				686.7
138			115236				138284				E				42				April 10, 2013				686.7
139			115237				138285				E				43				April 10, 2013				686.7
140			115238				138286				E				44				April 10, 2013				686.7
141			115239				138287				E				45				April 10, 2013				686.7
142			115240				138288				E				46				April 10, 2013				686.7
143			115241				138289				E				47				April 10, 2013				686.7
144			115242				138290				E				48				April 10, 2013				686.7
145			115243				138291				F				I				April 10, 2013				686.7
146			115244				138292				F				2				April 10, 2013				686.7
147			115245				138293				F				3				April 10, 2013				686.7
148			115246				138294				F				4				April 10, 2013				686.7
149			115247				138295				F				5				April 10, 2013				686.7
150			115248				138296				F				6				April 10, 2013				686.7
151			115249				138297				F				7				April 10, 2013				686.7
152			115250				138298				F				8				April 10, 2013				686.7
153			115251				138299				F				9				April 10, 2013				686.7
154			115252				138300				F				10				April 10, 2013				686.7
155			115253				138301				F				11				April 10, 2013				686.7
156			115254				138302				F				12				April 10, 2013				686.7
157			115255				138303				F				13				April 10, 2013				686.7
158			115256				138304				F				14				April 10, 2013				686.7
159			115257				138305				F				15				April 10, 2013				686.7
160			115258				138306				F				16				April 10, 2013				686.7
161			115259				138307				F				17				April 10, 2013				686.7
162			115260				138308				F				18				April 10, 2013				686.7
163			115261				138309				F				19				April 10, 2013				686.7
164			115262				138310				F				20				April 10, 2013				686.7
165			115263				138311				F				21				April 10, 2013				686.7
166			115264				138312				F				22				April 10, 2013				686.7
167			115265				138313				F				23				April 10, 2013				686.7
168			115266				138314				F				24				April 10, 2013				686.7
169			115267				138315				F				25				April 10, 2013				686.7
170			115268				138316				F				26				April 10, 2013				686.7
171			115269				138317				F				27				April 10, 2013				686.7
172			115270				138318				F				28				April 10, 2013				686.7

Exhibit A Pg. 6

Tract		UL Lease Number				Recording Information				Block				Section				Effective Date				Acreage
173			115271				138319				F				29				April 10, 2013				686.7
174			115272				138320				F				30				April 10, 2013				686.7
175			115273				138321				F				31				April 10, 2013				686.7
176			115274				138322				F				32				April 10, 2013				686.7
177			115275				138323				F				33				April 10, 2013				686.7
178			115276				138324				F				34				April 10, 2013				686.7
179			115277				138325				F				35				April 10, 2013				686.7
180			115278				138326				F				36				April 10, 2013				686.7
181			115279				138327				F				37				April 10, 2013				686.7
182			115280				138328				F				38				April 10, 2013				686.7
183			115281				138329				F				39				April 10, 2013				686.7
184			115282				138330				F				40				April 10, 2013				686.7
185			115283				138331				F				41				April 10, 2013				686.7
186			115284				138332				F				42				April 10, 2013				686.7
187			115285				138333				F				43				April 10, 2013				686.7
188			115286				138334				F				44				April 10, 2013				686.7
189			115287				138335				F				45				April 10, 2013				686.7
190			115288				138336				F				46				April 10, 2013				686.7
191			115289				138337				F				47				April 10, 2013				686.7
192			115290				138338				F				48				April 10, 2013				686.7

Xxxxx

Name		API
UNIVERSITY CACTUS A35			22930235
University Founders A25			22930276
UNIVERSITY FOUNDERS A25 #2			22930280
University Founders B19			22930275
UNIVERSITY HUECO A39			22930277
UNIVERSITY MAVERICK A24			22930278
University Rich A11			22930274
UNIVERSITY RICH A11 #2			22930279

Development Unit Agreement dated effective as of January 1, 2017, by and among the Commissioner of the General Land Office on behalf of the State of Texas, as lessor, Xxxxxxxx Oil Corporation and Founders Oil & Gas, LLC, each as lessee, and Founders Oil & Gas Operating, LLC, as operator, filed of record on May 25, 2017, with the Count Clerk, Xxxxxxxx County, Texas under Instrument No. 00000144907, as amended, restated, amended and restated, supplemented or otherwise modified from time to time.