Meta Materials 8K Entry into a Material Definitive Agreement | MMATQ 4 Apr 23

Exhibit 2.4

[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:

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

SECOND AMENDMENTTO 8% SECURED PROMISSORY NOTE-PAGE 1

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.

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.

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:

SECOND AMENDMENTTO 8% SECURED PROMISSORY NOTE-PAGE 2

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 Obligor’s 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 creditor’s 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.

SECOND AMENDMENTTO 8% SECURED PROMISSORY NOTE-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 Lender’s Affiliates, and the respective directors, officers, employees, agents and advisors of the Lender and Lender’s 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

SECOND AMENDMENTTO 8% SECURED PROMISSORY NOTE-PAGE 4

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.

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.]

SECOND AMENDMENTTO 8% SECURED PROMISSORY NOTE-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 PAGETO SECOND AMENDMENTTO 8% SECURED PROMISSORY NOTE]


LENDER:

META MATERIALS, INC.

By:		/s/ George Palikaras
Name: George Palikaras
Title: Chief Executive Officer

[SIGNATURE PAGETO SECOND AMENDMENT 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 DRIVER’S 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 Lease Number		Recording Information		Block		Section			Effective Date		Acreage
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 Lease Number		Recording Information		Block		Section		Effective Date		Acreage
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 Lease Number		Recording Information		Block		Section		Effective Date		Acreage
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 Lease Number		Recording Information		Block		Section		Effective Date		Acreage
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 Lease Number		Recording Information		Block		Section		Effective Date		Acreage
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 10, 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 Lease Number		Recording Information		Block		Section		Effective Date		Acreage
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 10, 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.

Meta Materials (MMATQ) 8-KEntry into a Material Definitive Agreement