Exhibit
10.21


 





AMENDMENT
TO TRUST NOTE AMENDMENT AGREEMENT


 


THIS
AMENDMENT TO TRUST NOTE AMENDMENT AGREEMENT (“Amendment”) dated as of May __, 2020, is to become affixed to, modify
and become a part of that certain Trust Note Amendment Agreement (the “Note Amendment Agreement”) dated as of April
24, 2020 by and among TORCHLIGHT ENERGY RESOURCES, INC., a Nevada corporation, (the “Borrower”), each of the Subsidiaries
of the Borrower identified on the signature pages hereto, and THE DAVID A. STRAZ, JR. IRREVOCABLE TRUST DTD 11/11/1986, THE NORTHERN
TRUST COMPANY and CHRISTOPHER M. STRAZ, as Co-Trustees (the “Trust”, and a “Lender”).


 


WHEREAS,
the parties to the Note Amendment Agreement desire to amend the Note Amendment Agreement; and


 


NOW,
THEREFORE, in consideration of the premises, the mutual covenants and agreements and the respective representations and warranties
herein contained, and on the terms and subject to the conditions herein set forth, the parties hereto, intending to be legally
bound, hereby agree as follows:


 


1.       The
Note Amendment Agreement is amended and modified by amending and restating Section 2.02 of the Note Amendment Agreement as follows:


 


“SECTION
2.02 Accrued Interest; Fees. No later than the earlier of (A) May 25, 2020 or (B) one Business Day after the closing of
the Borrower’s contemplated offer and sale of common stock under an underwritten public offering through a shelf takedown
using it’s Form S-3 registration statement (No. 333-220181); the Borrower shall pay (a) to the Lenders all past due interest
that has accrued on the Existing Notes; and (b) to The David A. Straz, Jr. Irrevocable Trust dtd 11/11/1986, The Northern Trust
Company and Christopher M. Straz, as Co-Trustees, an extension fee in the amount of One Hundred Seventy Thousand and No/100 Dollars
($170,000). If any of the payments required by this Section 2.02 is not paid on the required date, such nonpayment shall constitute
an Event of Default hereunder automatically and without any further action required of any Lender.”


 


2.       All
terms and conditions of the Note Amendment Agreement shall, except as amended and modified by this Amendment, will remain in full
force and effect and all rights, duties, obligations and responsibilities of the parties thereto shall be governed and determined
by the Note Amendment Agreement as the same has been amended and modified by this Amendment.


 


3.       THIS
AMENDMENT IS TO BE CONSTRUED UNDER THE LAWS OF THE STATE OF TEXAS.


 


4.       This
Amendment shall be of no force and effect until receipt and execution of it by the Borrower, the Subsidiaries identified on the
signature pages hereto, and the Lender. This Amendment may be executed in counterparts, each of which shall be deemed an original,
but all of which shall be deemed one instrument, by facsimile signature or by e-mail delivery of a “.pdf” format data
file signature of any of the parties, each of which shall be deemed an original for all purposes.


 


[Signature
page follows.]



    Amendment to Trust Note Amendment Agreement – Page 1 


     


    




IN
WITNESS WHEREOF, each of the undersigned has executed and delivered this Amendment to the Trust Note Amendment Agreement as of
the date first written above.


 


	 	BORROWER:
	 	 	 
	 	TORCHLIGHT
    ENERGY RESOURCES, INC.,
	 	a
    Nevada corporation
	 	 	 
	 	By 	/s/
    John
    Brda 
	 	 	John
    Brda
	 	 	President
	 	 	 
	 	SUBSIDIARIES:
	 	 	 
	 	HUDSPETH
    OIL CORPORATION,
	 	a
    Texas corporation
	 	 	 
	 	By	/s/
    John Brda 
	 	 	Name:
    John Brda
	 	 	Title:  President
	 	 	 
	 	TORCHLIGHT
    ENERGY, INC.,
	 	a
    Texas corporation
	 	 	 
	 	By	/s/
    John
    Brda 
	 	 	Name:  John
    Brda
	 	 	Title:  President
	 	 	 
	 	TORCHLIGHT
    HAZEL, LLC,
	 	a
    Texas Limited Liability Company
	 	 	 
	 	By	/s/
    John
    Brda 
	 	 	Name:  John
    Brda
	 	 	Title:  President




    Amendment to Trust Note Amendment Agreement – Page 2 


     


    




	 	LENDER:
	 	 	 
	 	THE
DAVID A. STRAZ, JR., IRREVOCABLE TRUST DTD 11/11/1986, as a Lender
	 	 	 
	 	By:	/s/
    Christopher M. Straz
	 		 	Christopher M. Straz
	 	 	 	Co-Trustee
	 	 	 
	 	By:	The Northern Trust Company, Co-Trustee
	 	 	 	 
	 	 	 	By:	/s/ Thomas M. Lara
	 	 	 	 	 	Thomas M. Lara
	 	 	 	 	 	Vice President




Amendment to Trust Note Amendment Agreement – Page 3