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Exhibit 2.6.0
8% SECURED PROMISSORY NOTE OF OILCO HOLDINGS, INC.
Up to $15,000,000 Original Issue Date: October 01 2021 FOR VALUE RECEIVED, OILCO HOLDINGS, INC., a Nevada corporation with its
office located at 3600 W. Plano Pkwy Ste. 3600, Plano, Texas, 75093 (the “Company” or “Debtor”), unconditionally promises to pay to Meta Materials Inc., a Nevada corporation, whose address is 1 Research Drive, Dartmouth, NS B2Y 4M9, CANADA, or its registered assignee (the “Registered Holder” or “Holder”), upon presentation of this 8% Secured Promissory Note (the “Note”) by the Registered Holder hereof at the offices of the Registered Holder, the principal balance of the Drawdowns (as defined below), together with the accrued and unpaid interest thereon and other sums as hereinafter provided, subject to the terms and conditions as set forth below. The effective date of execution and issuance of this Note is October 01, 2021 (“Original Issue Date”).
$15,000,000.
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commercial banks in Dartmouth, Nova Scotia, Canada, are permitted or required to be closed, such payment shall become due and payable on the next succeeding day on which commercial banks in Dartmouth, Nova Scotia, Canada, are not permitted or required to be closed (“Business Day”). The forwarding of such funds shall constitute a payment of outstanding principal and interest hereunder and shall satisfy and discharge the liability for principal and interest on this Note to the extent of the sum represented by such payment.
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appointment of a trustee or receiver of a substantial part of the assets of the Company, or (B) the commencement of any proceedings relating to the Company under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debts, dissolution or other liquidation law of any jurisdiction; or (C) the filing of such application, or the commencement of any such proceedings against the Company and an indication of consent by the Company to such proceedings, or (D) the appointment of such trustee or receiver, or (E) an adjudication of the Company bankrupt or insolvent, or approval of the petition in any such proceedings, and such order remains in effect for 60 days; (v) the declaration of an event of default or default, occurring after the Original Issue Date, under any other contract, agreement, debt or obligation of the Company with a monetary amount in excess of $500,000 United States Dollars (or the equivalent in Canadian Dollars); or
(vi) the entry of a judgment against the Company, which is not otherwise appealable, or for which all appeals have been exhausted and for which the Company has not posted a bond to satisfy the amount of the judgment in excess of $500,000 United States Dollars (or the equivalent in Canadian Dollars).
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principal balance of the Drawdowns in the Holder’s name on the books of the Company (the “Note Register”), after which no transfer hereof shall be valid unless made on the Company’s books at the office of the Company, by the Holder hereof, in person, or by attorney duly authorized in writing, and similarly noted hereon.
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prorating, allocating and spreading in equal parts during the period of the full stated term of the Note evidenced thereby, all interest at any time contracted for, charged or received from the Company or otherwise by the Holder in connection with this Note.
600 W. Plano Pkwy, Ste. 3600
Plano, Texas 75093
Email: roger@torchlightenergy.com
A notice or communication will be effective (i) if delivered in person or by overnight
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courier, on the Business Day it is delivered, (ii) if sent by registered or certified mail, the earlier
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of the date of actual receipt by the party to whom such notice is required to be given or three (3) days after deposit in the United States mail and (iii) if sent by email, on the date sent. If any notice or other communication is sent by email, the party providing such notice shall, no later than the next business day after such emailed notice is sent, send a written notice by registered or certified mail (return receipt requested) or recognized overnight delivery service, postage pre-paid.
[Signature Page Follows]
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IN WITNESS WHEREOF, each of the parties below has caused this Note to be duly executed in its corporate name by the manual signature of an officer of such party.
OILCO HOLDINGS, INC.
By: Ken Rice, Chief Financial Officer
META MATERIALS INC.
By: George Palikaras, President
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