Blueprint








  EXHIBIT
10.15











 



AGREEMENT AND



PLAN OF REORGANIZATION


 


This
Agreement and Plan of Reorganization (the “Agreement”) is made and entered
into effective this 14th day of November,
2017 (the “Effective
Date”), by and among Warwink Properties, LLC, a Texas
limited liability company (the “Company”), McCabe Petroleum
Corporation, a Texas corporation (the “Seller”), Torchlight Energy
Resources, Inc., a Nevada corporation (the “Purchaser”), and Torchlight
Wolfbone Properties, Inc., a Texas corporation (the
“Merger Sub”).
The Company, the Seller, the Purchaser, and the Merger Sub are
sometimes hereinafter collectively referred to as the
“Parties.”


 


WHEREAS, the respective Boards of
Directors of Purchaser and Merger Sub and the Board of Directors of
Seller, on its own behalf and in its capacity as both the Manager
and sole Member of the Company, have each determined that the
merger of the Merger Sub with and into the Company (the
“Merger”) upon
the terms and subject to the conditions set forth in this Agreement
is advisable, fair to and in the best interests of the Company and
Merger Sub, as the “Parties
to the Merger” and their respective owners and have
approved the Merger pursuant to the Plan of Merger attached hereto
as Exhibit A (the
“Plan of
Merger”);


 


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:


 



ARTICLE I



THE MERGER


 


1.1           The
Merger.  At the Effective Time (as defined in
Section 1.2) and subject to the terms and conditions of this
Agreement and the Plan of Merger, Merger Sub shall be merged with
and into the Company and the separate existence of Merger Sub shall
thereupon cease, in accordance with the applicable provisions of
the Texas Business Organizations Code (the “Act”). the Company shall be the
surviving organization in the Merger (sometimes referred to herein
as the “Surviving
Organization”) and will continue to be governed by the
laws of the State of Texas, and the existence of the Company will
continue. The Merger will have the effects specified by the
Act.


 


1.2           Closing
and Effective Time of the Merger.  The closing
(the “Closing”)
will take place at the Purchaser’s offices or at such other
place as agreed upon among the Parties on the later of (a) the
Effective Date or (b) as soon as practicable following fulfillment
or waiver of the conditions specified in Article VII and Article
VIII of this Agreement (the “Closing Date”). In addition to the
other actions contemplated hereunder, the Parties to the Merger
will cause a Certificate of Merger (the “Certificate of Merger”) to be
filed with the office of the Secretary of State of the State of
Texas as provided in Section 10.151 of the Act, and will cause the
Plan of Merger to be on file at the principal place of business of
the Company. Subject to and in accordance with the laws of the
State of Texas, the Merger will become effective upon the filing of
the Certificate of Merger with the office of the Secretary of State
of the State of Texas, or such later time or date as may be
specified in the Certificate of Merger (the “Effective Time”).


 



 

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ARTICLE II



THE SURVIVING ORGANIZATION


 


2.1           Certificate
of Formation. The Certificate of Formation of
the Company, as in effect immediately prior to the Effective Time
shall be the Certificate of Formation of the Surviving Organization
until the same shall be altered or amended.


 


2.2.           Company
Agreement. The
Company Agreement of the Company, as in effect immediately prior to
the Effective Time shall be the Company Agreement of the Surviving
Organization until the same shall be altered or
amended.


 


2.3.           Manager. The
Manager of the Company, as the Surviving Organization, immediately
after the Effective Time shall be John Brda.


 



ARTICLE III



CONVERSION OF SECURITIES


 


3.1           Conversion
of Capital Stock of Merger Sub. As of the Effective Time, by
virtue of the Merger and without any action on the part of
Purchaser, Merger Sub, the Company or the respective shareholders
of members thereof, all of the outstanding shares of the capital
stock of Merger Sub immediately prior to the Effective Time shall
be automatically converted into and become the sole membership
interest in the Surviving Organization, and such membership
interest in the Surviving Organization shall constitute all of the
issued and outstanding membership interests in the Surviving
Organization immediately following the Effective Time.


 


3.2           Conversion
of Membership Interest in the Company.


 


(a)           Aggregate
Merger Consideration. The aggregate merger consideration
payable for the issued and outstanding membership interest in the
Company (the “Merger
Consideration”) shall be 2,500,000 restricted shares
of common stock, par value $0.001 per share, of Purchaser (the
“Purchaser Common
Stock”). The issuance of the Purchaser Common Stock
will not be registered.


 


(b)           Cancellation
of the Company Membership Interest. As of the Effective
Time, by virtue of the Merger and without any action on the part of
Purchaser, Merger Sub, the Company or the respective shareholders
of members thereof, the membership interest in the Company issued
and outstanding immediately prior to the Effective Time (the
“Company Membership
Interest”) shall cease to exist; provided, however,
that the Seller, as the holder of the Company Membership Interest,
shall be entitled to the Merger Consideration in the form of
Purchaser Common Stock.


 

(c)           
Payment of Merger
Consideration. At the Closing, Purchaser will deliver to
Seller stock certificates evidencing the Purchaser Common
Stock.


 



 

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3.3           Tax
Consequences. The Parties intend for the Merger
to constitute a reorganization within the meaning of Sections
368(a)(1)(A) and (a)(2)(E) of the Internal Revenue Code of 1986, as
amended (the “Code”). The Parties adopt this
Agreement as a plan of reorganization with the meaning of Treasury
Regulations Section 1.368-2(g). “Treasury Regulations”
shall mean the temporary and final Income Tax Regulations
promulgated under the Code, as such regulations may be amended from
time to time (including corresponding provisions of succeeding
Treasury Regulations). The Parties agree to satisfy the tax return
reporting requirements of Treasury Regulations
§1.368-3.


 


ARTICLE
IV


REPRESENTATIONS
AND WARRANTIES


OF
THE COMPANY AND THE SELLER


 


The
Company and the Seller, jointly and severally, hereby represent and
warrant to Purchaser as follows:


 


Section
4.1.        Organization, Good Standing and
Qualification of the Company.


 


(i)           The
Company is a Texas limited liability company, duly organized and
validly existing under the laws of the state of Texas, (ii) has all
requisite power and authority to carry on its business, and (iii)
is duly qualified to transact business and is in good standing in
all jurisdictions where its ownership, lease or operation of
property or the conduct of its business requires such
qualification, except where the failure to do so would not have a
material adverse effect to the Company.


 


(ii)           The
Company Membership Interest is the sole ownership interest in the
Company. There is no other class of equity interest authorized or
issued by the Company. The Company Membership Interest is owned
beneficially and of record by the Seller free and clear of any
liens, claims, equities, charges, options, rights of first refusal
or encumbrances. The Company has no obligation to repurchase,
reacquire, or redeem any of its outstanding equity interests. There
are no outstanding securities convertible into or evidencing the
right to purchase or subscribe for any equity interests of the
Company, there are no outstanding or authorized options, warrants,
calls, subscriptions, rights, commitments or any other agreements
of any character obligating the Company to issue any securities
convertible into or evidencing the right to purchase or subscribe
for any security of the Company, and there are no agreements or
understandings with respect to the voting, sale, transfer or
registration of any equity interests of the Company.


 


Section
4.2         
Subsidiaries. The
Company does not own any subsidiaries.


 


Section
4.3         
Ownership of the
Assets. At Closing, the Company will own all of the assets
listed in Schedule
4.3 (“Assets”).


 


Section
4.4         
Ownership of the Company
Membership Interest. The Seller has the unrestricted right
and power to transfer, convey and deliver full ownership of the
Company Membership Interest without the consent or agreement of any
other person and without any designation, declaration or filing
with any governmental authority. Upon the transfer of the Company
Membership Interest to Purchaser as contemplated herein, Purchaser
will receive good and valid title thereto, free and clear of any
liens, claims, equities, charges, options, rights of first refusal,
encumbrances or other restrictions.


 



 

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Section
4.5         
Authorization.


 


(i)           All
action on the part of the Company necessary for the authorization,
execution, delivery and performance of this Agreement and all
documents related to consummate the transactions contemplated
herein have been taken by the Company. The Company has the
requisite power and authority to execute and deliver this Agreement
and to perform its obligations hereunder and to consummate the
transactions contemplated hereby. This Agreement, when duly
executed and delivered in accordance with its terms, will
constitute a valid and binding obligation of the Company,
enforceable against it in accordance with its terms, except as may
be limited by bankruptcy, insolvency, reorganization, and other
similar laws of general application relating to or affecting
creditors’ rights and to general equitable
principles.


 


(ii)           All
action on the part of the Seller necessary for the authorization,
execution, delivery and performance of this Agreement and all
documents related to consummate the transactions contemplated
herein has been taken by the Seller. The Seller has the requisite
power and authority to execute and deliver this Agreement and to
perform its obligations hereunder and to consummate the
transactions contemplated hereby. This Agreement, when duly
executed and delivered in accordance with its terms, will
constitute a valid and binding obligation of each of the Seller,
enforceable against it in accordance with its terms, except as may
be limited by bankruptcy, insolvency, reorganization, and other
similar laws of general application relating to or affecting
creditors’ rights and to general equitable
principles.


 


Section
4.6         No Breaches or Defaults. The
execution, delivery, and performance of this Agreement by the
Company and the Seller does not: (i) conflict with, violate, or
constitute a breach of or a default under any other outstanding
agreements or the constituent documents of the Company, (ii) result
in the creation or imposition of any lien, claim, or encumbrance of
any kind upon the Company or the Assets or (iii) require any
authorization, consent, approval, exemption, or other action by or
filing with any third party or Governmental Authority (as defined
below) under any provision of: (a) any applicable Legal Requirement
(as defined below), or (b) any credit or loan agreement, promissory
note, or any other agreement or instrument to which the Seller or
the Company is a party or by which the Company or the Assets may be
bound or affected. For purposes of this Agreement,
“Governmental
Authority” means any foreign governmental authority,
the United States of America, any state of the United States, and
any political subdivision of any of the foregoing, and any agency,
department, commission, board, bureau, court, or similar entity,
having jurisdiction over the parties hereto or their respective
assets or properties. For purposes of this Agreement,
“Legal
Requirement” means any law, statute, injunction,
decree, order or judgment (or interpretation of any of the
foregoing) of, and the terms of any license or permit issued by,
any Governmental Authority.


 


Section
4.7         
Consents. No
permit, consent, approval or authorization of, or designation,
declaration or filing with, any Governmental Authority or any other
person or entity is required on the part of the Seller or the
Company in connection with the execution and delivery by the Seller
or the Company of this Agreement or the consummation and
performance of the transactions contemplated hereby.


 



 

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Section
4.8          Pending Claims. There is no
claim, suit, arbitration, investigation, action, litigation or
other proceeding, whether judicial, administrative or otherwise,
now pending or, to the Seller’s or the Company’s
knowledge, contemplated or threatened against the Seller, the
Company or the Assets before any court, arbitration, administrative
or regulatory body or any governmental agency which may result in
any judgment, order, award, decree, liability or other
determination which will or could reasonably be expected to have
any material effect upon the Seller, the Company, or the Assets,
and there is no basis known to the Seller or the Company for any
such action. No litigation is pending, or, to the Seller’s or
the Company’s knowledge, threatened against the Seller or the
Company, or the Assets which seeks to restrain or enjoin the
execution and delivery of this Agreement or any of the documents
referred to herein or the consummation of any of the transactions
contemplated thereby or hereby. Neither the Seller nor the Company
is subject to any judicial injunction or mandate or any
quasi-judicial or administrative order or restriction directed to
or against them or which would affect the Company or the
Assets.


 


Section
4.9          
Taxes. The Company
has timely and accurately prepared and filed all federal, state,
foreign and local tax returns and reports required to be filed
prior to such dates and has timely paid all taxes shown on such
returns as owed for the periods of such returns, including all
sales taxes and withholding or other payroll related taxes shown on
such returns. The Company is not delinquent in the payment of any
tax or governmental charge of any nature. Neither the Company nor
the Seller have any knowledge of any liability for any tax to be
imposed by any taxing authorities upon the Company as of the
Effective Date and as of the Closing that is not adequately
provided for. No assessments or notices of deficiency or other
communications have been received by the Seller or the Company with
respect to any tax return which has not been paid, discharged or
fully reserved against and no amendments or applications for refund
have been filed or are planned with respect to any such return.
None of the federal, state, foreign and local tax returns of the
Company have been audited by any taxing authority. Neither the
Seller nor the Company have any knowledge of any additional
assessments, adjustments or contingent tax liability (whether
federal or state) of any nature whatsoever, whether pending or
threatened against the Company for any period, nor of any basis for
any such assessment, adjustment or contingency. There are no
agreements between the Company and any taxing authority, including,
without limitation, the Internal Revenue Service, waiving or
extending any statute of limitations with respect to any tax
return.


 


Section
4.10         Acquisition of Stock for
Investment. The Seller understands that the issuance of the
Purchaser Common Stock (as referenced in Section 3.2 herein) will
not have been registered under the Securities Act of 1933, as
amended (the “Securities
Act”), or any state securities acts, and accordingly,
are restricted securities, and the Seller represents and warrants
to the Purchaser that the present intention of the Seller is to
receive and hold the Purchaser Common Stock for investment only and
not with a view to the distribution or resale thereof.
Additionally, the Seller understands that any sale of any of the
issued Purchaser Common Stock will require, under current law,
either (a) the registration of the such Purchaser Common Stock
under the Securities Act and applicable state securities acts; (b)
compliance with Rule 144 of the Securities Act; or (c) the
availability of an exemption from the registration requirements of
the Securities Act and applicable state securities
acts.


 



 

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To
assist in implementing the above provisions, the Seller hereby
consents to the placement of the legend, or a substantially similar
legend, set forth below, on all certificates representing ownership
of the Purchaser Common Stock acquired hereby until the Purchaser
Common Stock have been sold, transferred, or otherwise disposed of,
pursuant to the requirements hereof. The legend shall read
substantially as follows:


 


“THESE SECURITIES HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY
APPLICABLE STATE SECURITIES ACTS. THESE SECURITIES HAVE
BEEN ACQUIRED FOR INVESTMENT,
ARE RESTRICTED AS TO TRANSFERABILITY, AND MAY NOT BE SOLD,
HYPOTHECATED, OR OTHERWISE TRANSFERRED WITHOUT COMPLIANCE WITH THE
REGISTRATION AND QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND
STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS
THEREFROM.”


 

Section
4.11          Access to Information. The
Seller hereby confirms and represents that it (a) has access to and
has reviewed all current information about the Purchaser filed with
the Securities and Exchange Commission (the “SEC”) (which filings can be
accessed by going to
www.sec.gov/edgar/searchedgar/companysearch.html, typing
“Torchlight Energy Resources” in the “Company
name” field, and clicking the “Search” button)
(collectively, the “SEC
Reports”); (b) has been afforded the opportunity to
ask questions of and receive answers from representatives of the
Purchaser concerning the business and financial condition,
properties, operations and prospects of the Purchaser and all such
questions have been answered to the full satisfaction of the
Seller; (c) has such knowledge and experience in financial and
business matters so as to be capable of evaluating the relative
merits and risks of the transactions contemplated hereby; (d) has
had an opportunity to engage and is represented by an attorney of
his choice; (e) has had an opportunity to negotiate the terms and
conditions of this Agreement; (f) has been given adequate time to
evaluate the merits and risks of the transactions contemplated
hereby; and (g) has been provided with and given an opportunity to
review all current information about the Purchaser.


 


Section
4.12         Purchase for Investment –
Accredited Investor. The Seller is acquiring the Purchaser
Common Stock for its own account, for investment purposes only and
not with view to any public resale or other distribution thereof.
The Seller represents and warrants that it is an “accredited
investor” as that term is defined in Rule 501(a) of
Regulation D of the Securities Act. The Seller and/or his
representatives have received, or have had access to, and have had
sufficient opportunity to review, all books, records, financial
information and other information which each of them consider
necessary or advisable to enable them to make a decision concerning
its acquisition of the Purchaser Common Stock, and that each of
them possesses such knowledge and experience in financial and
business matters that each is capable of evaluating the merits and
risks of his investment hereunder.


 

Section
4.13           
Labor Matters. The
Company is not a party or otherwise subject to any collective
bargaining agreement with any labor union or association. There are
no discussions, negotiations, demands or proposals that are pending
or have been conducted or made with or by any labor union or
association, and there are not pending or threatened against the
Company any labor disputes, strikes or work stoppages. To the
Company’s and the Seller’s knowledge, the Company is in
compliance with all federal and state laws respecting employment
and employment practices, terms and conditions of employment and
wages and hours, and, to their knowledge, is not engaged in any
unfair labor practices. The Company is not a party to any written
or oral contract, agreement or understanding for the employment of
any officer, director or employee of the Company.

 



 

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Section
4.14            
Compliance with
Laws. To Sellers knowledge, the Company is in compliance
with all statutes, orders, rules, ordinances and regulations
applicable to it or to the ownership of its assets or the operation
of its businesses. Neither the Seller nor the Company has any basis
to expect, nor have they received, any order or notice of any such
violation or claim of violation of any such statute, order, rule,
ordinance or regulation by the Company. The Company owns, holds,
possesses or lawfully uses in the operation of its business all
permits and licenses which are in any manner necessary or required
for it to conduct its operation and business as now being
conducted.


 

Section
4.15            
No Conflicts. The
execution and delivery of this Agreement by the Company does not,
and the performance and consummation of the transactions
contemplated hereby by the Company, will not (i) conflict with the
articles of organization or regulations of the Company as
appropriate; (ii) conflict with or result in a breach or violation
of, or default under, or give rise to any right of acceleration or
termination of, any of the terms, conditions or provisions of any
note, bond, lease, license, agreement or other instrument or
obligation to which the Company is a party or by which the
Company’s assets or properties are bound; or (iii) result in
the creation of any encumbrance on any of the assets or properties
of the Company.


 


Section
4.16           
Title to Properties;
Encumbrances. At Closing, to Seller’s knowledge, the
assets are free and clear of all mortgages, claims, liens, security
interests, charges, leases, encumbrances and other restrictions of
any kind and nature, except (i) statutory liens not yet delinquent,
and (ii) such liens consisting of zoning or planning restrictions,
imperfections of title, easements and encumbrances, if any, as do
not materially detract from the value or materially interfere with
the present use of the property or assets subject thereto or
affected thereby.


 


Section
4.17           
No Liabilities. As
of the Closing Date, the Company does not and shall not have any
obligation or liability (contingent or otherwise) or unpaid bill to
any third party, except as set forth herein in Schedule 4.17.


 

Section
4.18            
Contracts
and Leases. Except as shown on
Exhibit 4.18, the Company does not (i) have any leases of personal
property relating to the Assets, whether as lessor or lessee; (ii)
have any contractual or other obligations relating to the Assets,
whether written or oral; and (iii) have given any power of attorney
to any person or organization for any purpose relating to the
Assets. The Company shall provide to Purchaser prior to the Closing
Date each and every contract, lease or other document relating to
the Assets to which it is subject or is a party or a beneficiary.
To the Company’s and the Seller’s knowledge, such
contracts, leases or other documents are valid and in full force
and effect according to their terms and constitute legal, valid and
binding obligations of the Company and the other respective parties
thereto and are enforceable in accordance with their terms. The
Seller and the Company have no knowledge of any default or breach
under such contracts, leases or other documents or of any pending
or threatened claims under any such contracts, leases or other
documents. Neither the execution of this Agreement, nor the
consummation of all or any of the transactions contemplated under
this Agreement, will constitute a breach or default under any such
contracts, leases or other documents which would have a material
adverse effect on the financial condition of the Company or the
Assets after the Closing.

 



 

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Section
4.19           
No Pending
Transactions. Except for the transactions contemplated by
this Agreement, the Company is not a party to or bound by or the
subject of any agreement, undertaking, commitment or discussions or
negotiations with any person that could result in: (i) the sale,
merger, consolidation or recapitalization of the Company; (ii) the
sale of any of the Assets; (iii) the sale of any outstanding equity
interest of the Company; (iv) the acquisition by the Company of any
operating business or the capital stock of any other person or
entity; (v) the borrowing of money; (vi) any agreement with any of
the respective officers, managers or affiliates of the Company; or
(vii) any expenditures or the performance by the Company extending
for a period more than one year from the date hereof.


 


Section
4.20         
Material Agreements;
Action. Except for the transactions contemplated by this
Agreement, there are no contracts, agreements, commitments,
understandings or proposed transactions, whether written or oral,
to which the Company is a party or by which it is bound that
involve or relate to (i) any of the respective officers, directors,
stockholder or partners of the Company or (ii) covenants of the
Seller or the Company not to compete in any line of business or
with any person in any geographical area or covenants of any other
person not to compete with the Company in any line of business or
in any geographical area.


 

Section
4.21          
Insurance
Policies.
Copies of all insurance policies maintained by the Company have
been or will be delivered or made available to Purchaser. The
policies of insurance held by the Company are in such amounts, and
insure against such losses and risks, as the Company reasonably
deems appropriate for their property and business operations. All
such insurance policies are in full force and effect and all
premiums due thereon have been paid and will be paid through the
Closing.


 


Section
4.22            
No Default. The
Company is not in default under any term or condition of any
instrument evidencing, creating or securing any indebtedness of the
Company, and there has been no default in any material obligation
to be performed by the Company under any other contract, lease,
agreement, commitment or undertaking to which the Company is a
party or by which it or its assets or properties are bound, nor has
the Company waived any material right under any such contract,
lease, agreement, commitment or undertaking.


 

Section
4.23             
Books and Records.
The books of account, minute books, stock record books and other
records of the Company, all of which have been made available to
Purchaser, are accurate and complete and have been maintained in
accordance with sound business practices.


 

Section
4.24             
Environmental. To
Seller’s knowledge, the Company is not in violation of any
state, local or federal statutes, laws, regulations, ordinances, or
rules pertaining to health or the environment requirements
affecting the Assets. Neither the Company nor the Seller have
received any citation, directive, letter or other communication,
written or oral, or any notice of any proceeding, claim or lawsuit
relating to any environmental issue arising out of the ownership of
any of the Assets, and there is no basis known to the Company or
the Seller for any such action.


 



 

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Section
4.25            
Disclosure. No
representation or warranty of the Seller or the Company contained
in this Agreement (including the exhibits hereto) contains any
untrue statement or omits to state a material fact necessary in
order to make the statements contained herein or therein, in light
of the circumstances under which they were made, not
misleading.


 


Section
4.26              
Employee Benefit
Plans. The Company is not a party to any employee-benefit
plan.


 


Section
4.27             
Brokerage
Commission. No broker or finder has acted on behalf of the
Seller or the Company in connection with this Agreement or the
transactions contemplated hereby and no person is entitled to any
brokerage or finder’s fee or compensation in respect thereto
based in any way on agreements, arrangements or understandings made
by or on behalf of the Seller or the Company.


 


ARTICLE
V


REPRESENTATIONS
AND WARRANTIES


OF
PURCHASER AND MERGER SUB


 


The
Purchaser and Merger Sub hereby represent and warrant to the
Company and the Seller as follows:


 


Section
5.1             
Organization, Good
Standing and Qualification.


 


(a)           The
Purchaser (i) is a corporation duly organized, validly existing and
in good standing under the laws of the state of Nevada, (ii) has
all requisite power and authority to carry on its business, and
(iii) is duly qualified to transact business and is in good
standing in all jurisdictions where its ownership, lease or
operation of property or the conduct of its business requires such
qualification, except where the failure to do so would not have a
material adverse effect to the Purchaser.


 


(b)           The
Merger Sub (i) is a corporation duly organized, validly existing
and in good standing under the laws of the state of Texas, (ii) has
all requisite power and authority to carry on its business, and
(iii) is duly qualified to transact business and is in good
standing in all jurisdictions where its ownership, lease or
operation of property or the conduct of its business requires such
qualification, except where the failure to do so would not have a
material adverse effect to the Merger Sub.


 


Section
5.2            
Authorization. All
action on the part of the Purchaser and the Merger Sub necessary
for the authorization, execution, delivery and performance of this
Agreement and all documents related to consummate the transactions
contemplated herein has been taken by the respective corporation.
Each of the Purchaser and the Merger Sub has the requisite power
and authority to execute and deliver this Agreement and to perform
its obligations hereunder and to consummate the transactions
contemplated hereby. This Agreement, when duly executed and
delivered in accordance with its terms, will constitute a valid and
binding obligation of each of the Purchaser and the Merger Sub,
enforceable against such corporation in accordance with its terms,
except as may be limited by bankruptcy, insolvency, reorganization,
and other similar laws of general application relating to or
affecting creditors’ rights and to general equitable
principles.

 



 

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Section 5.3             
No Breaches or
Defaults. The execution, delivery, and performance of this
Agreement by each of Purchaser and Merger Sub does not: (i)
conflict with, violate, or constitute a breach of or a default
under or (ii) require any authorization, consent, approval,
exemption, or other action by or filing with any third party or
Governmental Authority under any provision of: (a) any applicable
Legal Requirement, or (b) any credit or loan agreement, promissory
note, or any other agreement or instrument to which any of
Purchaser and Merger Sub is a party.


 


Section
5.4             
Consents. No
permit, consent, approval or authorization of, or designation,
declaration or filing with, any Governmental Authority or any other
person or entity is required on the part of any of Purchaser and
Merger Sub in connection with the execution and delivery by
Purchaser and Merger Sub of this Agreement or the consummation and
performance of the transactions contemplated hereby.


 


Section
5.5          
  Disclosure.
No representation or warranty of Purchaser and Merger Sub contained
in this Agreement (including the exhibits hereto) contains any
untrue statement or omits to state a material fact necessary in
order to make the statements contained herein or therein, in light
of the circumstances under which they were made, not
misleading.


 


Section
5.6           
Brokerage
Commission. No broker or finder has acted on behalf of any
of Purchaser and Merger Sub in connection with this Agreement or
the transactions contemplated hereby and no person is entitled to
any brokerage or finder’s fee or compensation in respect
thereto based in any way on agreements, arrangements or
understandings made by or on behalf of any of Purchaser and Merger
Sub.


 



ARTICLE VI


 


[INTENTIONALLY
OMITTED]


 



ARTICLE VII



CONDITIONS TO CLOSING OF



THE SELLER AND THE COMPANY


 


Each
obligation of the Seller and the Company to be performed on the
Closing Date shall be subject to the satisfaction of each of the
conditions stated in this Article VII, except to the extent that
such satisfaction is waived by the Seller and the Company in
writing:


 


Section
7.1           
Payment of Merger
Consideration. Purchaser shall have tendered the Merger
Consideration as referenced in Section 3.2 hereof to the Company
concurrently with the Closing, in the form of certificates
evidencing the Purchaser Common Stock duly endorsed to Seller or
accompanied by duly executed stock powers in form and substance
satisfactory to the Seller.


 


Section
7.2           Corporate
Resolutions. Purchaser and Merger Sub shall provide a
corporate resolution of its respective Board of Directors which
approves the transactions contemplated herein and authorizes the
execution, delivery and performance of this Agreement and the
documents referred to herein to which it is or is to be a party
dated as of the Closing Date.


 



 

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Plan of Reorganization







 






 


Section
7.3         
Absence of
Proceedings. No action, suit or proceeding by or before any
court or any governmental or regulatory authority shall have been
commenced and no investigation by any governmental or regulatory
authority shall have been commenced seeking to restrain, prevent or
challenge the transactions contemplated hereby or seeking judgments
against Purchaser.


 


Section
7.4            
Sale to MECO and Carry
Well. Seller fully closing its contemplated transaction (the
“Transaction”) with MECO IV, LLC (“MECO”)
for the purchase and sale of a partial interest in two oil and gas
leases, dated May 23, 1995, Recorded in Volume 429, Page 176 and
Volume 429, Page 181, Winkler County, Texas, covering the
east-halves of Section 38 and 21, Block 21, University Lands
Survey, Winkler County, Texas (the “Winkler County
Leases”) (such Transaction described in that certain Purchase
and Sale Agreement among MECO, Seller, and additional parties dated
November 9, 2017 (the “PSA”); and the closing of the
Transaction results in the receipt by Seller and Company of a
21.4375% (10.71875% each) carried (through the tanks) working
interest in the first well drilled on the Winkler County Leases as
contemplated by the PSA.


 


ARTICLE
VIII


CONDITIONS
TO CLOSING OF


THE
PURCHASER AND MERGER SUB


 


Each
obligation of Purchaser and Merger Sub to be performed on the
Closing Date will be subject to the satisfaction of each of the
conditions stated in this Article VIII, except to the extent that
such satisfaction is waived by Purchaser in writing.


 


Section
8.1             
Company
Resolutions. The Company and the Seller shall each provide
to Purchaser a corporate resolution of its Managers and Board of
Directors, respectively, which approves all of the transactions
contemplated herein and authorizes the execution, delivery and
performance of this Agreement and the documents referred to herein
to which it is or is to be a party dated as of the Closing
Date.


 


Section
8.2              
No Assumption of
Liabilities. The Purchaser will not assume any liabilities
of the Company as of the Closing Date.


 


Section
8.3          
Absence of
Proceedings. No action, suit or proceeding by or before any
court or any governmental or regulatory authority will have been
commenced and no investigation by any governmental or regulatory
authority will have been commenced seeking to restrain, prevent or
challenge the transactions contemplated hereby or seeking judgments
against the Company or any of the Assets.


 


Section
8.4             
Sale to MECO and Carry
Well. Seller fully closing the Transaction with MECO; and
the closing of the Transaction results in the receipt by Seller and
Company of a 21.4375% (10.71875% each) carried (through the tanks)
working interest in the first well drilled on the Winkler County
Leases as contemplated by the PSA.


 



 

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Plan of Reorganization







 






 



ARTICLE IX



INDEMNIFICATION


 


Section
9.1           
Indemnification from the
Seller. Seller hereby agrees to and shall indemnify, defend
(with legal counsel reasonably acceptable to Purchaser), and hold
Purchaser, its officers, directors, shareholders, employees,
affiliates, parent, agents, legal counsel, successors and assigns
(collectively, the “Purchaser
Group”) harmless at all times after the date of this
Agreement, from and against any and all actions, suits, claims,
demands, debts, liabilities, obligations, losses, damages, costs,
expenses, penalties or injury (including reasonable
attorneys’ fees and costs of any suit related thereto)
suffered or incurred by any of the Purchaser Group arising from:
(a) any misrepresentation by, or breach of any covenant or warranty
of the Seller or the Company contained in this Agreement, or any
exhibit, certificate, or other instrument furnished or to be
furnished by the Seller or the Company hereunder; (b) any
nonfulfillment of any agreement on the part of the Seller under
this Agreement; or (c) any suit, action, proceeding, claim or
investigation against Purchaser Group which arises from or which is
based upon or pertaining to the Seller’s or the
Company’s conduct or the operation or liabilities of the
business of the Company or the Assets prior to the Closing
Date.


 

Section
9.2           
Indemnification from
Purchaser. Purchaser agrees to and shall indemnify, defend
(with legal counsel reasonably acceptable to the Seller) and hold
the Seller and its officers, directors, affiliates, agents, legal
counsel, successors and assigns (collectively, the
“Seller Group”)
harmless at all times after the date of the Agreement from and
against any and all actions, suits, claims, demands, debts,
liabilities, obligations, losses, damages, costs, expenses,
penalties or injury (including reasonable attorney’s fees and
costs of any suit related thereto) suffered or incurred by any of
Seller Group, arising from (a) any misrepresentation by, or breach
of any covenant or warranty of Purchaser contained in this
Agreement or any exhibit, certificate, or other agreement or
instrument furnished or to be furnished by Purchaser hereunder or;
(b) any nonfulfillment of any agreement on the part of Purchaser
under this Agreement.


 


Section
9.3             
Defense of Claims.
If any lawsuit enforcement action or any attempt to collect on an
alleged liability is filed against any party entitled to the
benefit of indemnity hereunder, written notice thereof shall be
given to the indemnifying party within ten (10) business days after
receipt of notice or other date by which action must be taken;
provided that the failure of any indemnified party to give timely
notice shall not affect rights to indemnification hereunder except
to the extent that the indemnifying party demonstrates damage
caused by such failure. After such notice, the indemnifying party
shall be entitled, if it so elects, to take control of the defense
and investigation of such lawsuit or action and to employ and
engage attorneys of its own choice to handle and defend the same,
at the indemnifying party's cost, risk and expense; and such
indemnified party shall cooperate in all reasonable respects, at
its cost, risk and expense, with the indemnifying party and such
attorneys in the investigation, trial and defense of such lawsuit
or action and any appeal arising therefrom; provided, however, that
the indemnified party may, at its own cost, participate in such
investigation, trial and defense of such lawsuit or action and any
appeal arising therefrom. The indemnifying party shall not, without
the prior written consent of the indemnified party, effect any
settlement of any proceeding in respect of which any indemnified
party is a party and indemnity has been sought hereunder unless
such settlement of a claim, investigation, suit, or other
proceeding only involves a remedy for the payment of money by the
indemnifying party and includes an unconditional release of such
indemnified party from all liability on claims that are the subject
matter of such proceeding.


 



 

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Plan of Reorganization







 






 


Section
9.4             
Default of Indemnification
Obligation. If an entity or individual having an
indemnification, defense and hold harmless obligation, as above
provided, shall fail to assume such obligation, then the party or
entities or both, as the case may be, to whom such indemnification,
defense and hold harmless obligation is due shall have the right,
but not the obligation, to assume and maintain such defense
(including reasonable counsel fees and costs of any suit related
thereto) and to make any settlement or pay any judgment or verdict
as the individual or entities deem necessary or appropriate in such
individuals or entities absolute sole discretion and to charge the
cost of any such settlement, payment, expense and costs, including
reasonable attorneys’ fees, to the entity or individual that
had the obligation to provide such indemnification, defense and
hold harmless obligation and same shall constitute an additional
obligation of the entity or of the individual or both, as the case
may be.


 

Section
9.5              
Survival of
Representations and Warranties. The respective
representations, warranties and indemnities given by the parties to
each other pursuant to this Agreement shall survive the Closing for
a period ending twelve (12) months from the Closing Date
(“Survival
Date”). Notwithstanding anything to the contrary
contained herein, no claim for indemnification may be made against
the party required to indemnify (the “Indemnitor”)
under this Agreement unless the party entitled to indemnification
(the “Indemnitee”) shall have given the Indemnitor
written notice of such claim as provided herein on or before the
Survival Date. Any claim for which notice has been given prior to
the expiration of the Survival Date shall not be barred
hereunder.


 



ARTICLE X



MISCELLANEOUS


 


Section
10.1           
Amendment; Waiver.
Neither this Agreement nor any provision hereof may be amended,
modified or supplemented unless in writing, executed by all the
parties hereto. Except as otherwise expressly provided herein, no
waiver with respect to this Agreement shall be enforceable unless
in writing and signed by the party against whom enforcement is
sought. Except as otherwise expressly provided herein, no failure
to exercise, delay in exercising, or single or partial exercise of
any right, power or remedy by any party, and no course of dealing
between or among any of the parties, shall constitute a waiver of,
or shall preclude any other or further exercise of, any right,
power or remedy.


 


Section
10.2            
Notices. Any
notices or other communications required or permitted hereunder
shall be sufficiently given if in writing and delivered in Person
or sent by registered or certified mail (return receipt requested)
or nationally recognized overnight delivery service, postage
pre-paid, addressed as follows, or to such other address has such
party may notify to the other parties in writing:


 


	


(a)

	


If to the Seller

	


Greg McCabe


	
 

	


or the Company:

	


500 W. Texas, Suite 890


	
 

	
 

	


Midland, Texas 79701






 



 

Page 13 of
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Plan of Reorganization







 





 


	
 

	


with a copy to:

	


Michael J. Dawson


	
 

	
 

	


Dawson Parrish, PC


	
 

	
 

	


309 W. 7th
St, Ste. 915


	
 

	
 

	


Fort Worth, Texas 76102


	
 

	
 

	
 


	


(b)

	


If to the Purchaser

	


Torchlight Energy Resources, Inc.


	
 

	


or Merger Sub:

	


Attn: John Brda, President


	
 

	
 

	


5700 W. Plano Parkway, Suite 3600


	
 

	
 

	


Plano, Texas 75093


	
 

	
 

	
 


	
 

	


with a copy to:

	


Robert D. Axelrod


	
 

	
 

	


Axelrod, Smith & Kirshbaum


	
 

	
 

	


5300 Memorial Drive, Suite 1000


	
 

	
 

	


Houston, Texas 77007


	
 

	
 

	
 


	
 

	
 

	


Jared G. LeBlanc


	
 

	
 

	


LeBlanc Law PC


	
 

	
 

	


1111 North Loop West, Suite 705


	
 

	
 

	


Houston, Texas 77008







 


A
notice or communication will be effective (i) if delivered in
Person or by overnight courier, on the business day it is delivered
and (ii) if sent by registered or certified mail, three (3)
business days after dispatch.


 


Section
10.3          
Severability.
Whenever possible, each provision of this Agreement shall be
interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to
be prohibited by or invalid under applicable law, such provision
will be ineffective only to the extent of such prohibition or
invalidity, without invalidating the remainder of this
Agreement.


 


Section
10.4            
Assignment;
Successors and
Assigns. Except as otherwise provided herein, the provisions
hereof shall inure to the benefit of, and be binding upon, the
successors and permitted assigns of the parties hereto. No party
hereto may assign its rights or delegate its obligations under this
Agreement without the prior written consent of the other parties
hereto, which consent will not be unreasonably
withheld.


 


Section
10.5           
Public
Announcements. The parties hereto agree that prior to making
any public announcement or statement with respect to the
transactions contemplated by this Agreement, the party desiring to
make such public announcement or statement shall consult with the
other parties hereto and exercise their best efforts to agree upon
the text of a public announcement or statement to be made by the
party desiring to make such public announcement; provided, however,
that if any party hereto is required by law to make such public
announcement or statement, then such announcement or statement may
be made without the approval of the other parties. Provided,
however, that this section shall not apply post-Closing to
Purchaser or Company.


 



 

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Plan of Reorganization







 






 


Section
10.6           
Entire Agreement.
This Agreement, the Plan of Merger and the other documents
delivered pursuant hereto constitute the full and entire
understanding and agreement between the parties with regard to the
subject matter hereof and thereof and supersede and cancel all
prior representations, alleged warranties, statements,
negotiations, undertakings, letters, acceptances, understandings,
contracts and communications, whether verbal or written among the
parties hereto and thereto or their respective agents with respect
to or in connection with the subject matter hereof.


 


Section
10.7          
Choice of Law. This
Agreement shall be governed by, and construed in accordance with,
the laws of the State of Texas without regard to principles of
conflict of laws. In any action between or among any of the
parties, whether arising out of this Agreement or otherwise, each
of the parties irrevocably consents to the exclusive jurisdiction
and venue of the federal and state courts located in Collin County,
Texas.


 


Section
10.8           
Execution. This
Agreement may be executed in two or more counterparts, all of which
when taken together shall be considered one and the same agreement
and shall become effective when counterparts have been signed by
each party and delivered to the other party, it being understood
that both parties need not sign the same counterpart. In the event
that any signature is delivered by facsimile transmission or by
e-mail delivery of a “.pdf” format data file, such
signature shall create a valid and binding obligation of the party
executing (or on whose behalf such signature is executed) with the
same force and effect as if such facsimile or “.pdf”
signature page were an original thereof.


 


Section
10.9             
Costs and Expenses.
Each party shall pay their own respective fees, costs and
disbursements incurred in connection with this
Agreement.


 


Section
10.10          
Section Headings.
The section and subsection headings in this Agreement are used
solely for convenience of reference, do not constitute a part of
this Agreement, and shall not affect its
interpretation.


 


Section
10.11           
No Third-Party
Beneficiaries. Nothing in this Agreement will confer any
third party beneficiary or other rights upon any person
(specifically including any employees of The Company) or any entity
that is not a party to this Agreement.


 

Section
10.12         
Further Assurances.
Each party covenants that at any time, and from time to time, after
the Closing Date, it will execute such additional instruments and
take such actions as may be reasonably be requested by the other
parties to confirm or perfect or otherwise to carry out the intent
and purposes of this Agreement.


 

Section
10.13          
Exhibits Not
Attached. Any exhibits not attached hereto on the date of
execution of this Agreement shall be deemed to be and shall become
a part of this Agreement as if executed on the date hereof upon
each of the parties initialing and dating each such exhibit, upon
their respective acceptance of its terms, conditions and/or
form.


 


Section
10.14         
Attorney Review -
Construction. In connection with the negotiation and
drafting of this Agreement, the parties represent and warrant to
each other that they have had the opportunity to be advised by
attorneys of their own choice and, therefore, the normal rule of
construction to the effect that any ambiguities are to be resolved
against the drafting party shall not be employed in the
interpretation of this Agreement or any amendments
hereto.


 



 

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Section
10.15         
Gender. All
personal pronouns used in this Agreement shall include the other
genders, whether used in the masculine, feminine or neuter gender
and the singular shall include the plural and vice versa, wherever
appropriate.


 


 


[SIGNATURES
APPEAR ON THE FOLLOWING PAGE.]


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




 

Page 16 of
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Plan of Reorganization








 






 


IN
WITNESS WHEREOF, the undersigned have executed this Agreement and
Plan of Reorganization to become effective as of the Effective
Date.


 


 


	
 

	


COMPANY


	
 

	
 

	
 


	
 

	


WARWINK PROPERTIES, LLC, a Texas limited liability
company


	
 

	
 

	
 


	
 

	


By:

	


McCabe Petroleum Corporations, its Manager


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	


By:

	


/s/ Greg McCabe, Sr.


	
 

	
 

	


Greg McCabe, Sr., President


	
 

	
 

	
 


	
 

	


SELLER


	
 

	
 

	
 


	
 

	


MCCABE PETROLEUM CORPORATION, a Texas corporation


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	


By:

	


/s/ Greg McCabe, Sr.


	
 

	
 

	


Greg McCabe, Sr., President


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	


PARENT


	
 

	
 

	
 


	
 

	


TORCHLIGHT ENERGY RESOURCES, INC., a Nevada
corporation


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	


By:

	


/s/ John Brda


	
 

	
 

	


John Brda, CEO


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	


MERGER SUB


	
 

	
 

	
 


	
 

	


TORCHLIGHT WOLFBONE PROPERTIES, INC. a Texas
corporation


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	


By:

	


/s/ John Brda


	
 

	
 

	


John Brda, President







 


 




 



 

Page 17 of 17 -
Agreement and Plan of Reorganization

 








 






 



EXHIBIT A



TO THE AGREEMENT AND PLAN OF REORGANIZATION


 



PLAN OF MERGER


 


 


This
PLAN OF MERGER (the "Plan of
Merger") is made as of the 14th day of November,
2017 by and among TORCHLIGHT ENERGY
RESOURCES, INC., a Nevada corporation
(“Purchaser”), TORCHLIGHT WOLFBONE PROPERTIES, INC., a
Texas corporation (“Merger Sub”), and WARWINK PROPERTIES, LLC, a Texas limited
liability company (“Target”) (Merger Sub and Target
being hereinafter collectively referred to as the “Parties to
the Merger”).


 



RECITALS


 


A.           Prior
to the execution of this Plan of Merger, Purchaser, Merger Sub, and
Target have entered into an Agreement and Plan of Reorganization
dated as of November 14, 2017 (the “Plan of
Reorganization”) providing for certain representations,
warranties, and agreements in connection with the transaction
contemplated.


 


B.           The
Boards of Directors of Purchaser and Merger Sub and the Manager and
Member of Target have approved the acquisition of Target by
Parent.


 


C.           The
Boards of Directors of Purchaser and Merger Sub and the Manager and
Member of Target have approved the merger of Merger Sub into Target
(the “Merger”) upon the terms and subject to the
conditions set forth herein and in the Plan of
Reorganization.


 


D.           For
federal income tax purposes, it is intended that the Merger shall
qualify as a reorganization within the meaning of Section 368(a) of
the Internal Revenue Code of 1986, as amended (the
“Code”).


 



WITNESSETH


 


Now,
therefore, in consideration of the premises and the mutual promises
and covenants contained herein, and subject to the conditions
hereinafter set forth, the parties agree as follows:


 



ARTICLE I



THE MERGER


 


1.1           The
Merger.  At the Effective Time (as defined in
Section 1.2) and subject to the terms and conditions of this Plan
of Merger and the Plan of Reorganization, Merger Sub shall be
merged with and into Target and the separate existence of Merger
Sub shall thereupon cease, in accordance with the applicable
provisions of the Texas Business Organizations Code (the
“Act”). Target shall be the surviving organization in
the Merger (sometimes referred to herein as the “Surviving
Organization”) and will continue to be governed by the laws
of the State of Texas, and the separate existence of Target will
continue. The Merger will have the effects specified by the
Act.


 



 

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1.2           Effective
Time.  As soon as practicable following
fulfillment or waiver of the conditions specified in Article VII
and Article VIII of the Plan of Reorganization and provided that
this Plan of Merger has not been terminated or abandoned pursuant
to Article IV hereof, the Parties to the Merger will cause a
Certificate of Merger (the “Certificate of Merger”) to
be filed with the office of the Secretary of State of the State of
Texas as provided in Section 10.151 of the Act, and will cause this
Plan of Merger to be on file at the principal place of business of
the Target. Subject to an in accordance with the laws of the State
of Texas, the Merger will become effective upon the filing of the
Certificate of Merger with the office of the Secretary of State of
the State of Texas , or such later time or date as may be specified
in the Certificate of Merger (the “Effective
Time”).


 



ARTICLE II



THE SURVIVING ORGANIZATION


 


2.1           Certificate
of Formation. The Certificate of Formation of
Target, as in effect immediately prior to the Effective Time shall
be the Certificate of Formation of the Surviving Organization until
the same shall be altered or amended.


 


2.2.           Company
Agreement. The
Company Agreement of Target, as in effect immediately prior to the
Effective Time shall be the Company Agreement of the Surviving
Organization until the same shall be altered or
amended.


 


2.3.           Manager. The
Manager of Target, as the Surviving Organization, immediately after
the Effective Time shall be John Brda.


 



ARTICLE III



CONVERSION OF SECURITIES


 


3.1           Conversion
of Capital Stock of Merger Sub. As of the Effective Time, by
virtue of the Merger and without any action on the part of
Purchaser, Merger Sub, Target or the respective shareholders of
members thereof, all of the outstanding shares of the capital stock
of Merger Sub immediately prior to the Effective Time shall be
automatically converted into and become the sole membership
interest in the Surviving Organization, and such membership
interest in the Surviving Organization shall constitute all of the
issued and outstanding membership interests in the Surviving
Organization immediately following the Effective Time.


 


3.2           Conversion
of Membership Interest in Target.


 


(a)           Aggregate
Merger Consideration. The aggregate merger consideration
payable for the issued and outstanding membership interest in
Target (the “Merger Consideration”) shall be 2,500,000
restricted shares of common stock, par value $0.001 per share, of
Purchaser (“Purchaser Common Stock”). The issuance of
the Purchaser Common Stock will not be registered.


 



 

A-2







 






 


(b)           Cancellation
of Target Membership Interest. As of the Effective Time, by
virtue of the Merger and without any action on the part of
Purchaser, Merger Sub, Target or the respective shareholders of
members thereof, the membership interest in Target issued and
outstanding immediately prior to the Effective Time (the
“Target Membership Interest”) shall cease to exist;
provided, however, that the holder of the Target Membership
Interest shall be entitled to the Merger Consideration in the form
of Purchaser Common Stock.


 

(c)           
Payment of Merger
Consideration. At the Closing (as defined in the Plan of
Reorganization), Purchaser will deliver stock certificates
evidencing the Purchaser Common Stock.


 



ARTICLE IV



TERMINATION AND AMENDMENT


 


4.1           Termination. This
Plan of Merger shall terminate in the event of and upon termination
of the Plan of Reorganization.


 


4.2           Amendment.
This Plan of Merger may not be amended except by an instrument in
writing signed on behalf of each of the parties
hereto.


 


4.3           Severability.
Whenever possible, each provision of this Plan of Merger shall be
interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Plan of Merger is held
to be prohibited by or invalid under applicable law, such provision
will be ineffective only to the extent of such prohibition or
invalidity, without invalidating the remainder of this Plan of
Merger.


 


4.4           Assignment,
Successors and Assigns. The provisions hereof shall inure to
the benefit of, and be binding upon, the successors and permitted
assigns of the parties hereto. No party hereto may assign its
rights or delegate its obligations under this Plan of Merger
without the prior written consent of the other parties hereto,
which consent will not be unreasonably withheld.


 


4.5           Entire
Agreement. This Agreement and the Plan of Reorganization
constitute the full and entire understanding and agreement between
the parties with regard to the subject matter hereof and thereof
and supersede and cancel all prior representations, alleged
warranties, statements, negotiations, undertakings, letters,
acceptances, understandings, contracts and communications, whether
verbal or written among the parties hereto and thereto or their
respective agents with respect to or in connection with the subject
matter hereof.


 


4.6           Choice
of Law. This Plan of Merger shall be governed by, and
construed in accordance with, the laws of the State of Texas
without regard to principles of conflict of laws. In any action
between or among any of the parties, whether arising out of this
Plan of Merger or otherwise, each of the parties irrevocably
consents to the exclusive jurisdiction and venue of the federal and
state courts located in Collin County, Texas.


 



 

A-3







 






 


4.7           Execution.
This Plan of Merger may be executed in two or more counterparts,
all of which when taken together shall be considered one and the
same agreement and shall become effective when counterparts have
been signed by each party and delivered to the other party, it
being understood that both parties need not sign the same
counterpart. In the event that any signature is delivered by
facsimile transmission or by e-mail delivery of a
“.pdf” format data file, such signature shall create a
valid and binding obligation of the party executing (or on whose
behalf such signature is executed) with the same force and effect
as if such facsimile or “.pdf” signature page were an
original thereof.


 


4.8           Section
Headings. The section and subsection headings in this Plan
of Merger are used solely for convenience of reference, do not
constitute a part of this Plan of Merger, and may not affect its
interpretation.


 


 [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 



 

A-4







 






 


IN WITNESS WHEREOF, the parties, by and
through their respective authorized representatives, have executed
this Plan of Merger effective as of the day first written
above.


 


 







	
 

	

TORCHLIGHT ENERGY
RESOURCES, INC., a Nevada corporation


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	


By:

	


/s/ John Brda


	
 

	
 

	





John Brda, CEO




	
 

	
 

	
 


	
 

	
 

	
 


	
 

	

TORCHLIGHT
WOLFBONE PROPERTIES, INC., a Texas corporation


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	


By:

	


/s/  John Brda


	
 

	
 

	

John
Brda, President


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	

WARWINK
PROPERTIES, LLC, a Texas limited liability company


	
 

	
 

	
 


	
 

	By:	McCabe Petroleum
Corporations, its Manager
	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	


By:

	


/s/ Greg McCabe, Sr.


	
 

	
 

	

Greg
McCabe, Sr., President


	
 

	
 

	
 







 

  


 


 


 




 

A-5








 










 



Schedules


 


 


Schedule
4.3 -- Assets


 


[DESCRIBE]