0001199835-14-000427 Sample Contracts

FIVE YEAR PURCHASE WARRANT TO PURCHASE COMMON STOCK OF TORCHLIGHT ENERGY RESOURCES, INC.
Warrant Agreement • August 20th, 2014 • Torchlight Energy Resources Inc • Crude petroleum & natural gas • Texas

This Warrant is issued in connection with the issuance to the Registered Holder of shares of Common Stock and in connection with that certain Securities Purchase Agreement between the Company and the Registered Holder dated as of August 14, 2014 (the "Subscription Agreement"). The Registered Holder of this Warrant is subject to the terms and conditions set forth in the Subscription Agreement.

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 20th, 2014 • Torchlight Energy Resources Inc • Crude petroleum & natural gas • Texas

THIS SECURITIES PURCHASE AGREEMENT (this "Agreement') is dated as of August 14, 2014, by and among Torchlight Energy Resources, Inc., a Nevada corporation (the "Company"), and Castleton Commodities Opportunities Master Fund L.P., whose address is 2200 Atlantic Street, Suite 800, Stamford, Connecticut 06902-6834 (the "Purchaser").

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