UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K |
CURRENT
REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 31, 2023
Next
Bridge Hydrocarbons, Inc.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction
of incorporation)
333-266143 | 87-2538731 |
(Commission File Number) |
(IRS
Employer Identification No.) |
6300
Ridglea Place, Suite 950 Fort Worth, Texas |
76116 |
(Address of principal executive offices) | (Zip Code) |
(817) 438-1937
Registrants telephone number, including area code
Not
applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act: None
Check the appropriate box below if the form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 1.01. | Entry into a Material Definitive Agreement |
Amendment to 2021 Note
On March 31, 2023, Next Bridge Hydrocarbons, Inc. (the Company) entered into the Second Amendment (Amendment No. 2) to 8% Secured Promissory Note, originally issued September 30, 2021 (as amended from time to time, the 2021 Note), in favor of Meta Materials, Inc. (Lender). Amendment No. 2 extends the maturity date of the 2021 Note from March 31, 2023 to October 3, 2023.
Amendment to Loan Agreement
On March 31, 2023, the Company entered into the Second Amendment (the Second Amendment) to the Loan Agreement dated as of September 2, 2022 (as amended from time to time, the Loan Agreement) with Lender and each of the other loan parties named in the Loan Agreement, pursuant to which (a) the maturity date was extended to October 3, 2023 and (b) the parties agreed to increase the commitments under the Loan Agreement from $5,000,000 to $7,589,361.77.
The foregoing descriptions of Amendment No. 2 and the Second Amendment are only summaries and are qualified in their entirety by reference to the full text of each such agreement, which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.
Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information required by this Item 2.03 is included in Item 1.01 of this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01 | Financial Statements and Exhibits. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
NEXT BRIDGE HYDROCARBONS, INC. | |||
Date: April 5, 2023 | By: | /s/ Clifton DuBose, Jr. | |
Name: | Clifton DuBose, Jr. | ||
Title: | Chairman and Chief Executive Officer |
Exhibit 10.1
[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 Gregory McCabe (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 Travis Vargo, 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 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.
Page 1
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 Lender 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 Wolfbone 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 Lender, and all conditions precedent set forth in Section 2 therein shall have been satisfied.
Page 2
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:
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 Obligors 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 creditors 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 Lender 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.
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 Lenders Affiliates, and the respective directors, officers, employees, agents and advisors of the Lender and Lenders 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 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.
Page 4
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.]
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/ Clifton DuBose, Jr. | |
Name: Clifton DuBose, Jr. | ||
Title: CEO | ||
GRANTORS UNDER THE SECURED NOTE DOCUMENTS: | ||
/s/ Gregory McCabe | ||
Name: Gregory McCabe | ||
WOLFBONE INVESTMENTS, LLC | ||
By: | /s/ Gregory McCabe | |
Name: Gregory McCabe | ||
Title: Manager |
[Signature Page to Second Amendment to 8% Secured Promissory Note]
LENDER: | ||
META MATERIALS, INC. | ||
By: | /s/ George Palikaras | |
Name: George Palikaras | ||
Title: Chief Executive Officer |
[Signature Page to Second Amendment to 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 DRIVERS LICENSE NUMBER.
EXTENSION OF LIEN
THE STATE OF TEXAS | § | |
COUNTY OF HUDSPETH | § | 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 Hudspeth 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: |
Greg McCabe | |
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
VARGO LAW FIRM, PC
12335 Kingsride Lane #427
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 Wells 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 Hudspeth County, Texas:
Tract | UL | Recording | Block | Section | Effective Date | Acreage |
Lease | Information | |||||
Number | ||||||
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 | Recording | Block | Section | Effective Date | Acreage |
Lease | Information | |||||
Number | ||||||
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 | Recording | Block | Section | Effective Date | Acreage |
Lease | Information | |||||
Number | ||||||
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 | Recording | Block | Section | Effective Date | Acreage |
Lease | Information | |||||
Number | ||||||
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 | Recording | Block | Section | Effective Date | Acreage |
Lease | Information | |||||
Number | ||||||
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 l 0, 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 | Recording | Block | Section | Effective Date | Acreage |
Lease | Information | |||||
Number | ||||||
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 I 0, 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 |
Wells | ||
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, Hudspeth 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, Hudspeth County, Texas under Instrument No. 00000144907, as amended, restated, amended and restated, supplemented or otherwise modified from time to time.
Exhibit 10.2
[Execution
Counterpart]
SECOND AMENDMENT TO LOAN AGREEMENT
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).
RECITALS
WHEREAS, the Borrower, Torchlight Energy, Inc., a Nevada corporation (TEI), Torchlight Hazel, LLC, a Texas limited liability company (Hazel), Hudspeth Oil Corporation, a Texas corporation (HOC), Hudspeth Operating, LLC, a Texas limited liability company (Operating and, together with the Borrower, TEI, Hazel, HOC and Operating, the Loan Parties) and Lender have entered into that certain Loan Agreement, dated as of September 2, 2022 (as amended by that certain First Amendment to Loan Agreement, dated as of December 21, 2022, and as may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the Loan Agreement);
WHEREAS, the Borrower has requested that the Lender (a) extend the Maturity Date and (b) increase the commitments under the Loan Agreement, in each case, upon the terms and conditions set forth herein; and
WHEREAS, the Lender is willing to extend the Maturity Date and increase the commitments under the Loan Agreement, in each case, subject to 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 Loan Parties and Lender hereby agree as follows:
SECTION 1. Amendments to the Loan Agreement. 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 Loan Agreement shall be amended effective as of the Amendment Effective Date as follows:
1.1 Section 1.01 of the Loan Agreement is hereby amended by adding in alphabetical order the following definition:
Second Amendment means the Second Amendment to Loan Agreement, dated as of March 31, 2023, among the Borrowers and Lender.
1.2 Section 1.01 of the Loan Agreement is hereby amended by amending and restating the definition of Maturity Date as follows:
Maturity Date means October 3, 2023.
Page 1
1.3 Section 1.01 of the Loan Agreement is hereby amended by amending and restating the definition of Availability Period as follows:
Availability Period means the period from and including the Effective Date to the earlier of March 31, 2023 and the date of termination of the Commitment.
1.4 Schedule 2.01A of the Loan Agreement is hereby amended and restated as follows:
Name of Lender | Commitment |
Meta Materials, Inc. | $7,589,361.77 |
1.5 Section 2.02(b) of the Loan Agreement is hereby amended and restated as follows:
Notwithstanding any other provision of this Agreement, effective as of the date hereof, each Borrower hereby expressly acknowledges and agrees that the Existing Loans shall constitute Loans hereunder for all purposes of the Loan Documents, and that (i) $5,000,000 of the Commitment shall be deemed to have been utilized hereunder as of the Effective Date and (ii) $7,589,361.77 of the Commitment shall be deemed to have utilized hereunder as of date of the Second Amendment.
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 other Loan Parties and Lender shall have duly executed and delivered this Agreement.
2.2 No Event of Default. After giving effect to this Agreement, no Default shall exist under the Loan Agreement.
2.3 Representations and Warranties. After giving effect to this Agreement, the representations and warranties of each Loan Party contained in the Loan Agreement, this Agreement and the other Loan 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 Note. The Lender shall have received a promissory note, duly executed and delivered by the Borrowers, in favor of Lender evidencing the Loans in the aggregate principal amount of $7,589,361.77, in form and substance consistent with the Note executed by the Loan Parties at the initial closing of the Loan Agreement.
2.5 Prepayment. The Lender shall have received payment from the Borrower of an amount equal to $1,000,000.00 (the Principal Payment) which shall be applied, as of the Amendment Effective Date, to the aggregate principal amount outstanding under the Loan Agreement.
Page 2
SECTION 3. Representations and Warranties of the Borrower and Other Loan Parties. To induce the Lender to enter into this Agreement, the Borrower and each other Loan Party hereby represents and warrants to the Lender as follows:
3.1 Reaffirmation of Representations and Warranties. After giving effect to this Agreement, each representation and warranty of such Loan Party contained in the Loan Agreement and in each of the other Loan Documents 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 Loan Party (to the extent a party hereto or thereto) of this Agreement, the other Loan Documents as amended hereby, and all documents, instruments and agreements contemplated herein (a) are within such Loan Partys corporate (or equivalent) 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 Loan Party, 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 Loan Party 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 Loan Party except for Liens expressly permitted under the Loan Documents.
3.3 Enforceability. This Agreement and each other Loan Document (as amended hereby) to which such Loan Party is party constitute the valid and binding obligations of such Loan Party, enforceable in accordance with their respective terms, except as (a) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors rights generally and (b) the availability of equitable remedies may be limited by equitable principles of general application.
3.4 No Default. As of the Amendment Effective Date, immediately after giving effect to this Agreement, no Default has occurred and is continuing.
SECTION 4. Miscellaneous.
4.1 Reaffirmation of Loan Documents. Any and all of the terms and provisions of the Loan 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 Loan Party. Each Loan Party hereby agrees that the amendments and modifications herein contained shall in no manner affect or impair the liabilities, duties and obligations of any Loan Party under the Loan Agreement and the other Loan Documents.
4.2 Amounts Outstanding. The Borrowers and Lender hereby acknowledge and agree that, as of the Amendment Effective Date after giving effect to the transactions set forth in this Agreement, including the Principal Payment, the outstanding principal and interest amounts owed to the Lender under the Loan Agreement is $6,862,364.21, comprised of (a) outstanding principal amount of $6,589,361.77 and (b) accrued and unpaid interest amount of $273,002.44.
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 Loan 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.
Page 3
4.5 No Modification. Except as expressly modified by this Agreement, each Loan 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 Loan Documents which are not by the terms of this Agreement being amended, or alter, modify or amend or in any way affect any of the other Loan Documents.
4.6 Loan Documents. This Agreement shall be deemed to be a Loan 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 NEW YORK, WITHOUT REGARD TO CONFLICT-OF-LAW PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK.
4.10 Reference to and Effect on the Loan Documents.
4.10.1 This Agreement shall be deemed to constitute a Loan Document for all purposes and in all respects. Each reference in the Loan Agreement to this Agreement, hereunder, hereof, herein or words of like import, and each reference in the Loan Agreement or in any other Loan Document, or other agreements, documents or other instruments executed and delivered pursuant to the Loan Agreement, to the Loan Agreement, shall mean and be a reference to the Loan Agreement 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 Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.
4.11 Release. Each of the Loan Parties, by signing below, hereby waives and releases the Lender, the Lenders Affiliates, and the respective directors, officers, employees, agents and advisors of the Lender and Lenders Affiliates (collectively, the Released Parties) from any and all claims, offsets, defenses and counterclaims (collectively, the Claims) arising out of the Loan 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 and nonappealable judgment to have resulted primarily from the gross negligence or willful misconduct of such Released Party in connection with any such Claims.
Page 4
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 LOAN AGREEMENT, AND THE OTHER LOAN 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 LOAN 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.]
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.
BORROWERS: | ||
NEXT BRIDGE HYDROCARBONS, INC. | ||
By: | /s/ Clifton DuBose, Jr. | |
Name: Clifton DuBose, Jr. | ||
Title: CEO | ||
TORCHLIGHT ENERGY, INC. | ||
By: | /s/ Clifton DuBose, Jr. | |
Name: Clifton DuBose, Jr. | ||
Title: CEO | ||
TORCHLIGHT HAZEL, LLC | ||
By: | /s/ Clifton DuBose, Jr. | |
Name: Clifton DuBose, Jr. | ||
Title: CEO | ||
HUDSPETH OIL CORPORATION | ||
By: | /s/ Clifton DuBose, Jr. | |
Name: Clifton DuBose, Jr. | ||
Title: CEO | ||
HUDSPETH OPERATING, LLC | ||
By: | /s/ Clifton DuBose, Jr. | |
Name: Clifton DuBose, Jr. | ||
Title: CEO |
[Signature Page to Second Amendment to Loan Agreement]
LENDER: | ||
META MATERIALS, INC. | ||
By: | /s/ George Palikaras | |
Name: George Palikaras | ||
Title: Chief Executive Officer |
[Signature Page to Second Amendment to Loan Agreement]