LOAN AGREEMENTLoan Agreement • March 23rd, 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”).
DISTRIBUTION AGREEMENT BETWEEN META MATERIALS, INC. AND NEXT BRIDGE HYDROCARBONS, INC. Dated September 2, 2022Distribution Agreement • March 23rd, 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.
STOCK PLEDGE AGREEMENTStock Pledge Agreement • March 23rd, 2023 • Meta Materials Inc. • Semiconductors & related devices • Texas
This Stock Pledge Agreement (this “Agreement”) is made effective as of September 30, 2021 (“Effective Date”), by and between Gregory McCabe, an individual whose address is 500 West Texas Ave., Suite 890, Midland, Texas 79701 (the “Pledgor”), and Meta Materials Inc., a Nevada corporation (the “Secured Party”).
TAX MATTERS AGREEMENTTax Matters Agreement • March 23rd, 2023 • Meta Materials Inc. • Semiconductors & related devices • 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”).
LEASE MODIFICATION AND EXPANSION AGREEMENTLease Modification and Expansion Agreement • March 23rd, 2023 • Meta Materials Inc. • Semiconductors & related devices
VOTING AND EXCHANGE TRUST AGREEMENTVoting and Exchange Trust Agreement • March 23rd, 2023 • Meta Materials Inc. • Semiconductors & related devices • Ontario
AGREEMENT made as of the 28th day of June, 2021, between Torchlight Energy Resources, Inc., a corporation existing under the laws of the State of Nevada (hereinafter referred to as “RTO Acquiror”), Metamaterial Exchangeco Inc., a corporation existing under the laws of the Province of Ontario (hereinafter referred to as “Canco”), and AST Trust Company (Canada), a trust company incorporated under the laws of Canada (hereinafter referred to as the “Trustee”).
