Execution Version
Exhibit 10.11
LOAN SALE AGREEMENT
This LOAN SALE AGREEMENT ("Agreement") is entered into as of this 7th of August 2023 ("Effective Date") by and between META MATERIALS INC., a Nevada corporation ("Seller"), and Gregory McCabe, individually ("Purchaser" and together with Seller, the "Parties").
RECITALS
WHEREAS, Seller desires to sell and assign to Purchaser all of Seller's rights, title, interests, and obligations in and to those certain Loans described on Schedule 1 hereto and made a part of this Agreement (each loan referred to individually as a "Loan" and collectively as the "Loans") together with the documents evidencing, securing or guarantying such Loans as set out on Schedule 2 hereto and made a part of this Agreement (collectively, the "Loan Documents"), on the terms and conditions set forth herein; and
WHEREAS, Purchaser desires to purchase and assume from Seller all Seller's rights, interests, and obligations in and to the Loans and the Loan Documents subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the Purchase Price (as hereinafter defined) and the respective promises and agreements of the parties set forth herein, and intending to be legally bound, the Parties hereby agree as follows:
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If to Seller: |
Meta Materials Inc. 1 Research Drive |
With a copy to (which shall not constitute notice): |
Wilson Sonsini Goodrich & Rosati, P.C. One Boston Place Boston, MA 02108 Attn: Tom Hornish Email: [ ]@wsgr.com |
If to Purchaser: |
Name: Gregory McCabe Midland, TX 79701 |
All Notices must be delivered by email (with electronic delivery receipt). Except as otherwise provided in this Agreement, a Notice is effective upon receipt by the receiving party provided the party giving the Notice has complied with the requirements of this Section.
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List of Attachments:
Schedule 1 - Schedule of Loans
Schedule 2 - Schedule of Loan Documents
Schedule 3 - Seller's Wiring Instructions
Exhibit A - Form of Assignment and Assumption of Loans
Exhibit B – Form of Allonge to Note
Exhibit C - Form Notice of Loan Sale to Borrowers
Exhibit D – Form of Assignment of Deed of Trust, Mortgage, Security Agreement, Fixture Filing, Financing Statement and Assignment of Production
[signature page follows]
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Execution Version
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date set forth above.
SELLER: META MATERIALS INC.
By /s/ George Palikaras Name: George Palikaras Title: CEO | PURCHASER: GREGORY MCCABE
By /s/ Gregory McCabe Name: Gregory McCabe
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[Signature Page to Loan Sale Agreement]
Execution Version
Schedule 1
Schedule of Loans
Loans, shall mean, collectively, all of which are described without representation or warranty of any kind by Seller:
1. The loan and extension of credit (the "Secured Loan") made under and pursuant to, and evidenced by, that certain 8% Secured Promissory Note made by Next Bridge Hydrocarbons, Inc. (f/k/a Oilco Holdings, Inc.), a Nevada corporation, in favor of Seller, with an original issue date of October 1, 2021 (as amended and in effect on or before the Closing Date, the "Secured Note"); and
2. The "Loans" as such term is defined in the Loan Agreement (defined in Schedule 2 hereto).
Schedule 2
Schedule of Loan Documents
The documents described on this Schedule 2 shall collectively constitute the Loan Documents as that term is defined in this Agreement. All descriptions of the Loan Documents on this Schedule 2 are made without representation or warranty of any kind by Seller.
1. 8% Secured Promissory Note made by Next Bridge Hydrocarbons, Inc. (f/k/a Oilco Holdings, Inc.), a Nevada corporation, in favor of Seller, with an original issue date of October 1, 2021 (as amended from time to time, the "Secured Note")
2. First Amendment Agreement, dated as of September 2, 2022, among NBH, Gregory McCabe ("Pledgor"), Wolfbone Investments, LLC, a Texas limited liability company ("Wolfbone"), and Seller
3. Second Amendment to 8% Secured Promissory Note, dated as of March 31, 2023, among NBH, Pledgor, Wolfbone, and Seller
4. Stock Pledge Agreement dated as of September 30, 2021 (as amended from time to time, the "Stock Pledge Agreement"), made by Pledgor in favor of Seller
5. Reaffirmation and Ratification Agreement, dated as of May 15, 2023, between Pledgor and Seller
6. Deed of Trust, Mortgage, Security Agreement, Fixture Filing, Financing Statement and Assignment of Production, dated September 30, 2021 recorded under Document Number 00000153654 in the Official Records of Hudspeth County, Texas (as amended from time to time, the "Deed of Trust"), made by Wolfbone to Travis Vargo, as trustee, for the benefit of Seller
7. Extension of Lien, dated as of March 31, 2023, by Wolfbone, with respect to the Deed of Trust
8. Limited Waiver, Consent and Amendment Agreement, dated as of April 17, 2023, among Seller, NBH, 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"), Wolfbone, and Hudspeth Operating, LLC, a Texas limited liability company ("Hudspeth Operating", and together with NBH, Torchlight Energy, Hazel, Hudspeth Oil and Wolfbone, the "Borrowers")
9. Loan Agreement dated as of September 2, 2022 (as amended from time to time, the "Loan Agreement") among the Borrowers and Seller
10. First Amendment to Loan Agreement dated as of December 21, 2022 among the Borrowers and Seller
11. Second Amendment to Loan Agreement dated as of March 31, 2023 among the Borrowers and Seller
12. Note dated March 31, 2023 made by the Borrowers (other than Wolfbone) in favor of Lender
13. Note dated May 15, 2023 made by the Borrowers in favor of Lender (the "Amended and Restated Unsecured Note")
Schedule 3
Seller's Wiring Instructions
All amounts due Seller shall be wired in immediately available US funds to:
Seller reserves the right to change or amend the wire instructions in this Schedule 3 at any time prior to Closing.
Schedule 4
Shares of common stock of Seller beneficially owned by Purchaser
12,000,000 shares of Common Stock
Exhibit A
Form of Assignment and Assumption of Loans
This Assignment and Assumption of Loans ("Assignment and Assumption") is entered into as of August 7, 2023 ("Effective Date") by and between META MATERIALS INC., a Nevada corporation ("Assignor") and GREGORY MCCABE, individually ("Assignee" and together with Assignor, the "Parties").
RECITALS
Assignor and Assignee have entered into that certain Loan Sale Agreement effective as of the Effective Date ("Loan Sale Agreement"). Capitalized terms used but not defined herein are used as defined under the Loan Sale Agreement.
NOW, THEREFORE, in consideration of the Purchase Price, and for other good and valuable consideration as therein provided, Assignor agrees to sell and assign and Assignee agrees to purchase and assume the Assigned Loan Interests, pursuant to the terms and provisions set forth herein and in the Loan Sale Agreement.
1. Assignment and Assumption. Assignor hereby sells and assigns to Assignee and Assignee hereby purchases and assumes from Assignor all of Assignor's right, title, interests, and obligations in and to the Assigned Loan Interests, including, without limitation, the rights to receive principal, interest and fees and the duty to perform all obligations with respect the Loans and Loan Documents.
2. As-Is; No Recourse. The assignment and assumption evidenced hereby is made "AS-IS," and "WITH ALL FAULTS," WITHOUT REPRESENTATION BY ASSIGNOR, EXPRESS OR IMPLIED, OF ANY TYPE, CHARACTER, OR NATURE WHATSOEVER, EXCEPT AS EXPRESSLY SET FORTH IN SECTION 5 OF THE LOAN SALE AGREEMENT. Assignee further acknowledges and agrees that the assignment and assumption of the Assigned Loan Interests hereunder are made WITHOUT RECOURSE of any nature to Assignor.
3. Assignee's Waivers and Disclaims. Without limiting the generality of any of the foregoing, Assignee hereby waives and disclaims any express or implied representation or warranty by Assignor with respect to the Assigned Loan Interests transferred hereunder, including, without limitation: (a) the merchantability or fitness for a particular purpose of any Loan transferred hereunder, (b) the financial condition or corporate status of any obligor under the Loan Documents, (c) the condition of any guarantee or collateral securing any Loan or Loan Documents, (d) the collectability of any Loan, (e) the enforceability of any Loan Document or (f) the priority or perfection of any lien purportedly created under the Loan Documents.
4. Assumption and Release. From and after the date hereof, Assignee shall assume the Assigned Loan Interests under the Loans and Loan Documents and hereby releases Assignor of all further duties, obligations, and liabilities thereunder and under the Loan Sale Agreement.
[signature page follows]
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date set forth above.
ASSIGNOR:
META MATERIALS INC., a Nevada corporation
By_________________ Name: Title: | ASSIGNEE:
GREGORY MCCABE
By_________________ Name: Gregory McCabe
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Exhibit B
Form of Allonge to Promissory Note
ALLONGE
This Allonge is attached to and made a part of that certain [NOTE TITLE] (the "Note") dated [insert date of Note], made by Next Bridge Hydrocarbons Inc. (f/k/a Oilco Holdings, Inc.), a Nevada corporation, in the original principal amount of [NUMBER IN WORDS] [NUMBER]/100 Dollars ($[NUMBER]), to the order of Meta Materials Inc., a Nevada corporation.
For value received, the undersigned hereby indorses the Note as follows:
Pay to the order of Gregory McCabe, without recourse, warranty or representation of any nature whatsoever.
Dated: August 7, 2023
| META MATERIALS INC., a Nevada corporation
By_________________ Name: Title: |
EXHIBIT C
Form of Notice of Loan Sale to Borrowers
August 7, 2023
Next Bridge Hydrocarbons, Inc.
Torchlight Energy, Inc.
Torchlight Hazel, LLC
Hudspeth Oil Corporation
Wolfbone Investments, LLC
Hudspeth Operating, LLC
(collectively, the "Borrowers")
Dear Borrowers:
On August 7, 2023, the below loans (the "Loans") were sold by Meta Materials Inc. to Gregory McCabe ("Successor Lender") and, as of that date, the Loans were assigned to and assumed by Successor Lender.
Loans:
1. The loan and extension of credit (the "Secured Loan") made under and pursuant to, and evidenced by, that certain 8% Secured Promissory Note made by Next Bridge Hydrocarbons, Inc. (f/k/a Oilco Holdings, Inc.), a Nevada corporation, in favor of Meta Materials Inc., with an original issue date of October 1, 2021 (as amended from time to time, the "Secured Note"); and
2. The "Loans" as such term is defined in the Loan Agreement dated as of September 2, 2022 (as amended from time to time, the "Loan Agreement") among the Borrowers and Meta Materials Inc.
This letter is to notify you to send all future payments due under the Loans to the Successor Lender in the manner provided under the Secured Note and Loan Agreement, as applicable, at the following address: 500 W. Texas Ave. #890, Midland, TX 79701.
Until you are directed otherwise by Successor Lender, all notices and other communications to the Successor Lender with respect to the Loans should be delivered in accordance with the terms of the Secured Note and Loan Agreement, as applicable, to: 500 W. Texas Ave. #890, Midland, TX 79701.
| Very truly yours, META MATERIALS INC., a Nevada corporation
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| By: ___________________________ Name: Title: |
EXHIBIT D
Assignment of Deed of Trust, Mortgage, Security Agreement, Fixture Filing, Financing Statement and Assignment of Production
PREPARED BY, RECORDING REQUESTED BY, AND WHEN RECORDED MAIL TO:
File #
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SPACE ABOVE THIS LINE RESERVED FOR RECORDER'S USE
ASSIGNMENT OF
Deed of Trust, Mortgage, Security Agreement, Fixture Filing, Financing Statement and Assignment of Production (Texas)
and Related Security Instruments
(hereinafter the "Assignment")
In consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged META MATERIALS INC., a Nevada corporation, in its capacity as noteholder and secured party, having an address at 60 Highfield Park Drive, Dartmouth, Nova Scotia, B3A 4R9 ("Assignor"), does hereby grant, bargain, sell, convey, assign, transfer and set over unto GREGORY MCCABE, individually, having an address at 500 W. Texas Ave. #890, Midland, TX 79701 ("Assignee"), without recourse, all of the right, title and interest of Assignor in and to:
1. That certain Deed of Trust, Security Agreement, Assignment of Rents and Leases, Financing Statement (Texas) made by Next Bridge Hydrocarbons, Inc., as Grantor, in favor of Meta Materials Inc., dated September 30, 2021 and recorded as document number 00000153654 Real Property Records of Hudspeth County, Texas (the "Deed of Trust");
2. The bond(s), note(s) and/or obligation(s) secured by the Deed of Trust, the moneys due and to grow due thereon, with interest as specified therein, and all rights accrued or to accrue under the Deed of Trust; and
3. Any and all other related security instruments which secure the indebtedness and/or obligations secured by the Deed of Trust.
This Assignment is made without representation, recourse or warranty by Assignor.
IN WITNESS WHEREOF, the Assignor by its duly elected officers and pursuant to proper authority of its board of directors has duly executed, sealed, acknowledged and delivered this Assignment.
Dated as of August 7, 2023
ASSIGNOR:
Meta Materials Inc.,
in its capacity as Administrative Agent
By: __________________________
Name: ____________________
Title: ____________________
CORPORATE ACKNOWLEDGEMENT
(ASSIGNOR)
STATE OF
SS
COUNTY OF
On this ____ day of [__], before me, the undersigned, personally appeared, _________________________________________________, personally known and acknowledged himself/herself to me (or proved to me on the basis of satisfactory evidence) to be the _________________________________ of [__] (hereinafter, the "Corporation"), and that as such officer, being duly authorized to do so pursuant to its bylaws or a resolution of its board of directors, executed, subscribed and acknowledged the foregoing instrument for the purposes therein contained, by signing the name of the Corporation by himself/herself in their authorized capacity as such officer as his/her free and voluntary act and deed and the free and voluntary act and deed of said Corporation.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
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Notary Public
[SEAL]