0001199835-14-000306 Sample Contracts

FORM OF SERIES A WARRANT]
Warrant Agreement • June 10th, 2014 • Torchlight Energy Resources Inc • Crude petroleum & natural gas • Texas

This Warrant is issued in connection with the transactions described in that certain Amended and Restated Private Offering Memorandum dated as of May 25, 2011 (the “Memorandum”) and in that certain Subscription Agreement between the Company and the Registered Holder dated as of _____ __, 2011 (the “Subscription Agreement”). The Registered Holder of this Warrant is subject to certain restrictions set forth in the Memorandum and the Subscription Agreement and will be entitled to certain rights and privileges set forth in the Memorandum and the Subscription Agreement.

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