0001654954-20-000431 Sample Contracts

TORCHLIGHT ENERGY RESOURCES, INC. UNDERWRITING AGREEMENT
Underwriting Agreement • January 14th, 2020 • Torchlight Energy Resources Inc • Crude petroleum & natural gas • New York

The undersigned, Torchlight Energy Resources, Inc., a company incorporated under the laws of Nevada (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Torchlight Energy Resources, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative, the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Aegis Capital Corp. is acting as representative (the “Representative,” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.

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