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
PURCHASE & SETTLEMENT AGREEMENTPurchase & Settlement 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.
FIRST AMENDMENT AGREEMENTSecured Promissory Note Amendment • 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.
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.”
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”).
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”.
