Exhibit 10.1


 



VOTING
AND SUPPORT AGREEMENT


 


THIS
AGREEMENT is made as of the ____ day of ________________, 20__.


 


BETWEEN:


 


THE
PERSONS LISTED ON APPENDIX “A” HERETO, (collectively, the “Shareholders” and each individually
a “Shareholder”)


 


-
and -


 


TORCHLIGHT
ENERGY RESOURCES, INC., a corporation existing
under the laws of Nevada (“Torchlight”)


 


WHEREAS
each Shareholder is the registered and/or direct or indirect beneficial owner of the common shares (“META Shares”),
stock options, deferred share units and/or common share purchase warrants (“META Convertible Securities”) in
the capital of Metamaterial Inc., a corporation existing under the laws of Ontario (“META”) set forth opposite
such Shareholder’s name in Appendix “A” hereto (collectively, the “Subject Securities”);


 


AND
WHEREAS each Shareholder understands that, concurrently with the execution and delivery of this Agreement, META and Torchlight
are entering into the Arrangement Agreement (as defined herein) providing for the Arrangement (as defined herein) whereby Torchlight
proposes to indirectly acquire all of the issued and outstanding voting and equity securities of META;


 


AND
WHEREAS in order for each Shareholder to realize the benefits that will accrue to such Shareholder in connection with the
consummation of the Arrangement, each Shareholder desires to enter into this Agreement to provide his or her support for completion
of the Arrangement on the terms and conditions set forth herein;


 


AND
WHEREAS each Shareholder acknowledges that Torchlight would not enter into the Arrangement Agreement but for the execution
and delivery of this Agreement by such Shareholder;


 


AND
WHEREAS this Agreement sets out the terms and conditions of the agreement of each Shareholder to abide by the covenants in
respect of the Subject Securities and the other restrictions and covenants set forth herein;


 


AND
WHEREAS the foregoing recitals, and the representations, warranties and covenants provided herein, are made or provided by
each Shareholder only with respect to such Shareholder and such Subject Securities and, for greater certainty, are not made or
provided in relation to any other Shareholder or such Shareholder’s Subject Securities;


 


NOW
THEREFORE this Agreement witnesses that, in consideration of the premises and the covenants and agreements herein contained,
the parties hereto agree as follows:



     


    - 2 - 


    

ARTICLE 1

INTERPRETATION


 


		1.1	Definitions



 


In
this Agreement:


 


“Affiliate”
has the meaning ascribed thereto in the Securities Act (Ontario) and the rules, regulations, instruments (including national
and multilateral instruments) and published policies made thereunder, as now in effect and as they may be promulgated or amended
from time to time;


 


“Arrangement”
means the arrangement of META and Torchlight under Section 182 of the OBCA on the terms and subject to the conditions set out
in the Plan of Arrangement, subject to any amendments or variations to the Plan of Arrangement made in accordance with the terms
of the Arrangement Agreement or the Plan of Arrangement or made at the direction of the Court in the Final Order with the consent
of the parties to the Arrangement Agreement, each acting reasonably;


 


“Arrangement
Agreement” means the arrangement agreement, including the schedules thereto, of even date herewith, between Torchlight
and META, a copy of which is attached hereto as Appendix “B”, as it may be amended, supplemented or modified from
time to time in accordance with its terms; and


 


“Transaction
Shareholder Approval” has the meaning ascribed thereto in Section 2.1.


 


		1.2	Definitions
in Arrangement Agreement



 


All
terms used in this Agreement that are not defined in Section 1.1 or elsewhere in this Agreement and that are defined in the Arrangement
Agreement shall have the respective meanings ascribed to them in the Arrangement Agreement.


 


		1.3	Appendices



 


The
following Appendices attached hereto constitute an integral part of this Agreement:


 


	Appendix
    “A”	-	Subject
    Securities
	 	 	 
	Appendix
    “B”	-	Arrangement
    Agreement
	 	 	 


ARTICLE 2

COVENANTS OF THE SHAREHOLDERS


 


		2.1	Shareholder
Support



 


In
connection with the Arrangement (and any transactions contemplated in connection with the Arrangement Agreement), if and only
if, any approval of securityholders of META is required under applicable Securities Laws (including the Canadian Securities Exchange
and, for greater certainty, any “minority approval” as such term is defined in Multilateral Instrument 61-101 –
Protection of Minority Securityholders in Special Transactions) (“Transaction Shareholder Approval”),
each of the Shareholders severally, and not jointly or jointly and severally, hereby covenants, undertakes and agrees from time
to time, until such time as this Agreement is terminated in accordance with Article 4, to cause to be counted as present
for purposes of establishing quorum and to vote (or cause to be voted) all of the Subject Securities (to the extent they carry
a right to vote): (i) at any meeting of any of the securityholders of META at which the Shareholder or any registered or beneficial
owner of the Subject Securities are entitled to vote to obtain the Transaction Shareholder Approval; or (ii) in any action by
written consent of the securityholders of META, in favour of the approval, consent, ratification and adoption of any resolution
approving the Arrangement (and any transactions contemplated in connection with the Arrangement Agreement).



     


    - 3 - 


    

		2.2	Restrictions
with Respect to Subject Securities



 


Each
Shareholder hereby severally, and not jointly or jointly and severally, covenants and agrees that, from the date hereof until
the earlier of (i) the Effective Time, (ii) the termination of this Agreement in accordance with Article 4, or (iii) it being
determined (by mutual agreement of Torchlight and META) that the Transaction Shareholder Approval is not required, except as permitted
by this Agreement, such Shareholder will:


 


		(a)	not,
                                         directly or indirectly, option, sell, assign, transfer, pledge, encumber, grant a participation
                                         or security interest in or power of attorney over, hypothecate or otherwise convey or
                                         dispose of any Subject Securities, or any right or interest therein (legal or equitable),
                                         to any Person or group or Persons acting jointly or in concert or enter into any agreement,
                                         option or other arrangement to do any of the foregoing (each of the foregoing, a “Transfer”),
                                         other than to one or more of a parent, spouse, child or grandchild of, or a corporation,
                                         partnership, limited liability company or other entity controlled solely by, the Shareholder
                                         or a trust or account (including a Registered Retirement Savings Plan, Registered Education
                                         Savings Plan, Registered Retirement Income Fund or similar account) existing for the
                                         benefit of such Person or entity; provided, that a Transfer referred to in this sentence
                                         shall only be permitted if, as a precondition to such Transfer, the transferee agrees
                                         in writing, in form and substance reasonably acceptable to Torchlight, to be bound by
                                         all of the terms of this Agreement with respect to the Subject Securities; and provided
                                         further, that in the case of a Transfer to a corporation, partnership, limited liability
                                         company or other entity solely controlled by, the Shareholder, such entity shall remain
                                         solely controlled by the Shareholder until the earlier of: (i) the Effective Time; and
                                         (ii) the termination of this Agreement in accordance with Article 4. Any purported
                                         transfer of any Subject Securities or interest therein in violation of this Section 2.2(a)
                                         shall be null and void;



 


		(b)	not,
                                         directly or indirectly, grant or agree to grant any proxy or other right to vote any
                                         Subject Securities, except for any proxies granted to vote in favour of any Transaction
                                         Shareholder Approval in accordance with Section 2.1, or enter into any voting trust,
                                         vote pooling or other agreement with respect to the right to vote, call meetings of any
                                         of the shareholders of META or give consents or approval of any kind as to any Subject
                                         Securities;



 


		(c)	not
                                         vote or cause to be voted any Subject Securities in favor of, and vote or cause to be
                                         voted all Subject Securities against, any proposed action, transaction or agreement by
                                         or involving META or any of its Affiliates or the Shareholder or any other Person in
                                         a manner which could reasonably be expected to (i) prevent, hinder or delay the successful
                                         completion of the Arrangement or the transactions contemplated by the Arrangement Agreement;
                                         or (ii) change in any manner the voting rights of any class of shares of META;





     


    - 4 - 


    

		(d)	other
                                         than set forth herein, take all such steps as are necessary or advisable to ensure that
                                         at all relevant times his, her or its Subject Securities will not be subject to any shareholders’
                                         agreements, voting trust or similar agreements or any option, right or privilege (whether
                                         by law, pre-emptive or contractual) capable of becoming a shareholders’ agreement,
                                         voting trust or other agreement affecting or restricting the ability of him or her to
                                         exercise all voting rights attaching to such Subject Securities;



 


		(e)	not
                                         withdraw, amend, modify or qualify, or publicly propose or state an intention to withdraw,
                                         amend, modify or qualify, support for the transactions contemplated by the Arrangement
                                         Agreement; and



 


		(f)	irrevocably
                                         waives to the fullest extent permitted by Law any and all rights of the Shareholder to
                                         dissent with respect to the Arrangement, and will not exercise any such rights with respect
                                         to the Arrangement or the transactions contemplated by the Arrangement Agreement.



 


		2.3	Voting
of the Subject Securityholders



 


Each
Shareholder hereby agrees with Torchlight that it will, on or before the fifth Business Day prior to any meeting of any of the
securityholders of META in respect of any Transaction Shareholder Approval, duly complete forms of proxy in respect of all of
his, her or its Subject Securities, and any other required documents in connection therewith , and cause same to be validly delivered
in support of (and indicating that all Subject Securities are voted in favour of approving) the Arrangement (and any transactions
contemplated in connection with the Arrangement Agreement) and will not withdraw the forms of proxy except as expressly otherwise
provided in this Agreement. Each Shareholder further agrees that it will, on or before the fifth Business Day prior to any meeting
of any of the securityholders of META in respect of any Transaction Shareholder Approval to be called to approve the Arrangement
(and any transactions contemplated in connection with the Arrangement Agreement), deliver or cause to be delivered to Torchlight
in accordance with Section 5.10 of this Agreement, a copy or screenshot of the duly completed and signed forms of proxy described
in the preceding sentence.


 


		2.4	Meaning
of Subject Securities.



 


The
term “Subject Securities” means that number of META Shares and META Convertible Securities set forth opposite
a Shareholder’s name in Appendix “A” hereto, being all of the securities of META owned legally or beneficially,
either directly or indirectly, by such Shareholder or over which the Shareholder exercises direct or indirect control or discretion,
and will be deemed to also include (a) any META Shares and META Convertible Securities issued to the Shareholder pursuant to any
stock dividend, stock split, recapitalization, reclassification, combination or exchange of META Shares or META Convertible Securities
on, of, or affecting the Subject Securities on or after the date of this Agreement and (b) any META Shares and META Convertible
Securities acquired by the Shareholder on or after the date of this Agreement, or issued to the Shareholder, on or after the date
of this Agreement (including pursuant to the exercise, conversion or vesting of any securities of META that are exercisable for,
convertible into or vest as META Shares (including all Subject Securities)), and all such acquired META Shares and META Convertible
Securities shall be deemed Subject Securities and subject to the terms of this Agreement as though owned by the Shareholder as
of the date hereof.



     


    - 5 - 


    


ARTICLE
3
 REPRESENTATIONS AND WARRANTIES


 


		3.1	Representations
and Warranties of the Shareholder



 


Each
Shareholder hereby severally, and not jointly or jointly and severally, represents and warrants to and covenants with Torchlight
as follows, and acknowledges that Torchlight is relying upon such representations, warranties and covenants in entering into this
Agreement:


 


		(a)	Incorporation;
                                         Authorization. If the Shareholder is a corporation or other legal entity, such Shareholder
                                         is a subsisting corporation or other entity under the laws of its incorporating or organizational
                                         jurisdiction. The Shareholder has all necessary power, authority, capacity and right
                                         to enter into this Agreement and to carry out each of its obligations under this Agreement.
                                         This Agreement has been duly executed and delivered by the Shareholder and, assuming
                                         due authorization, execution and delivery by Torchlight, constitutes a legal, valid and
                                         binding agreement enforceable by Torchlight against the Shareholder in accordance with
                                         its terms, subject, however, to limitations with respect to enforcement imposed by law
                                         in connection with bankruptcy, insolvency, reorganization or other laws affecting creditors’
                                         rights generally and to the extent that equitable remedies such as specific performance
                                         and injunctions are only available in the discretion of the court from which they are
                                         sought.



 


		(b)	Ownership
                                         of Subject Securities. The Shareholder is, and, subject to any Transfer permitted
                                         pursuant to Section 2.2(a), will be continuously up until the Effective Time, the direct
                                         or indirect beneficial owner of the Subject Securities set out opposite such Shareholder’s
                                         name at Appendix “A”, with good and marketable title thereto, free and clear
                                         of any and all mortgages, liens, charges, restrictions, security interests, adverse claims,
                                         pledges, encumbrances and demands or rights of others of any nature or kind whatsoever.
                                         The Shareholder does not own or have any interest in any securities of META other than
                                         the Subject Securities. The Shareholder is not a party to, bound or affected by or subject
                                         to, any charter or by-law, contract, agreement provision, statute, regulation, judgment,
                                         order, decree or law which would be violated, contravened, breached by, or under which
                                         any default would occur as a result of, the execution and delivery of this Agreement
                                         or the consummation of any of the transactions provided for in this Agreement.



 


		(c)	No
                                         Agreements. No Person has any agreement or option, or any right or privilege (whether
                                         by law, pre-emptive or contractual) capable of becoming an agreement or option, for the
                                         purchase, acquisition or transfer of any of the Subject Securities, or any interest therein
                                         or right thereto, except pursuant to this Agreement.



 


		(d)	Voting.
                                         None of such Subject Securities is subject to any proxy, power of attorney, voting trust,
                                         vote pooling or other agreement with respect to the right to vote, call meetings of any
                                         of the shareholders of META or give consents or approvals of any kind, except pursuant
                                         to this Agreement.



 


		(e)	Consents.
                                         No consent, waiver, approval, authorization, exemption, registration, licence or declaration
                                         of or by, or filing with, or notification to any Governmental Entity which has not been
                                         made or obtained is required to be made or obtained by the Shareholder in connection
                                         with (i) the execution and delivery by the Shareholder and enforcement against the Shareholder
                                         of this Agreement, or (ii) the consummation of any transactions by the Shareholder provided
                                         for herein.





     


    - 6 - 


    


		(f)	Legal
                                         Proceedings. There are no legal proceedings in progress or pending before any Governmental
                                         Entity or, to the knowledge of the Shareholder, threatened against the Shareholder or
                                         any of its Affiliates, or any of the Subject Securities or other property of the Shareholder
                                         or any of its Affiliates, and there is no judgment, decree or order against the Shareholder
                                         or its Affiliates, or any of the Subject Securities or other property of the Shareholder
                                         or any of its Affiliates, that would adversely affect in any manner the ability of the
                                         Shareholder to enter into this Agreement or adversely affect the Shareholder’s
                                         ability to perform its obligations hereunder or the title of the Shareholder to any of
                                         its Subject Securities.



 


		(g)	No
                                         Commitment. None of the Subject Securities held by the Shareholder is the subject
                                         of any commitment, undertaking or agreement, the terms of which would affect in any way
                                         the ability of the Shareholder to perform the Shareholder’s obligations with respect
                                         to such Subject Securities as set out in this Agreement.



 


		3.2	Representations
and Warranties of Torchlight



 


Torchlight
hereby represents and warrants to each Shareholder as follows, and acknowledges that the Shareholder is relying upon such representations,
warranties and covenants in entering into this Agreement:


 


		(a)	Torchlight
                                         is a corporation duly incorporated and validly existing under the laws of Nevada and
                                         it has the requisite corporate power, authority and capacity to enter into this Agreement
                                         and to perform its obligations hereunder;



 


		(b)	this
                                         Agreement has been duly executed and delivered by Torchlight and constitutes a legal,
                                         valid and binding agreement enforceable by the Shareholder against Torchlight in accordance
                                         with its terms, subject, however, to limitations with respect to enforcement imposed
                                         by law in connection with bankruptcy, insolvency, reorganization or other laws affecting
                                         creditors’ rights generally and to the extent that equitable remedies such as specific
                                         performance and injunctions are only available in the discretion of the court from which
                                         they are sought;



 


		(c)	none
                                         of the execution and delivery by Torchlight of this Agreement or the compliance by Torchlight
                                         with its obligations hereunder will violate, contravene, result in any breach of, or
                                         be in conflict with, or constitute a default under, or create a state of facts which
                                         after notice or lapse of time or both would constitute a default under, any term or provision
                                         of: (i) any organizational documents of Torchlight; (ii) any contract to which Torchlight
                                         is a party or by which Torchlight is bound; (iii) any judgment, decree, order or award
                                         of any Governmental Entity; or (iv) any applicable law, except in each case as would
                                         not reasonably be expected, either individually or in the aggregate, to materially impair
                                         the ability of Torchlight to perform its obligations hereunder or that would reasonably
                                         be expected to prevent or materially delay the completion of the Arrangement; and



 


		(d)	there
                                         are no legal proceedings in progress or pending against or, to the knowledge of Torchlight,
                                         threatened against Torchlight or any of its Affiliates that would adversely affect in
                                         any manner the ability of Torchlight to enter into this Agreement and to perform its
                                         obligations hereunder or that would reasonably be expected to prevent or materially delay
                                         the completion of the Arrangement.





     


    - 7 - 


    


ARTICLE
4
 TERMINATION


 


		4.1	Termination



 


This
Agreement shall terminate: (i) by a written instrument executed by each of the parties; (ii) in the event that the Arrangement
Agreement is terminated in accordance with its terms; (iii) on the Effective Time, or (iv) it being determined (by mutual agreement
of Torchlight and META) that the Transaction Shareholder Approval is not required.


 


		4.2	Effect
of Termination



 


If
this Agreement is terminated in accordance with this Article 4, the provisions of this Agreement will become void in relation
to such Shareholder and Torchlight and no such party shall have liability to such other party in respect of whom this Agreement
has been terminated, except in respect of a wilful, intentional or material breach of the representations, warranties, obligations,
terms or conditions of this Agreement which occurred prior to such termination in which case the non-breaching party to this Agreement
shall be entitled to pursue any and all remedies at law or equity which may be available to it.


 


ARTICLE
5
 GENERAL


 


		5.1	Fiduciary
Obligations



 


Torchlight
agrees and acknowledges that each Shareholder is bound hereunder solely in his, her or its capacity as a securityholder of META
and that the provisions of this Agreement shall not be deemed or interpreted to bind the Shareholder or any of its directors,
officers or principal shareholders in his or her capacity as a director or officer of META or any of META’s subsidiaries.
For the avoidance of doubt, nothing in this Agreement shall limit or restrict any party from properly fulfilling his or her fiduciary
duties as a director or officer of META.


 


		5.2	Further
Assurances



 


Each
Shareholder will, from time to time, execute and deliver all such further documents and instruments and do all such acts and things
as Torchlight may reasonably require to effectively carry out or better evidence or perfect the full intent of the parties and
meaning of this Agreement.


 


		5.3	Survival
of Representations and Warranties



 


No
investigations made by or on behalf any party or any of its authorized agents at any time shall have the effect of waiving, diminishing
the scope of or otherwise affecting any representation, warranty or covenant made by any other party herein or pursuant hereto.



     


    - 8 - 


    


		5.4	Disclosure



 


No
press release or other disclosure (public or otherwise) with respect to the existence or details of this Agreement or the Arrangement
shall be made by a Shareholder without the prior written consent of Torchlight, except to the extent required by applicable law.
Each Shareholder hereby consents to the disclosure of the substance of this Agreement in any press release by Torchlight and to
the filing of this Agreement as an exhibit to any filing by Torchlight with the United States Securities and Exchange Commission.


 


		5.5	Assignment



 


Subject
to prior written notice to the Shareholders, Torchlight may assign all or part of its rights under this Agreement to an Affiliate
of Torchlight. Other then as expressly contemplated by Section 2.2(a), this Agreement shall not be otherwise assignable by a Shareholder
without the prior written consent of Torchlight, which consent may not be unreasonably withheld.


 


		5.6	Time



 


Time
shall be of the essence of this Agreement.


 


		5.7	Governing
Law



 


This
Agreement will be governed by, and interpreted and enforced in accordance with, the laws in force in the Province of Ontario (excluding
any rule or principle of the conflict of laws which might refer such interpretation to the laws of another jurisdiction) and the
federal laws of Canada applicable therein. Each party hereto irrevocably submits to the non-exclusive jurisdiction of the courts
of Ontario with respect to any matter arising hereunder or related hereto. The parties to this Agreement hereby irrevocably and
unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or
the matters contemplated hereby in the courts of the Province of Ontario and hereby further irrevocably and unconditionally waive
and agree not to plead or claim in any such court that any such action, suit or proceeding so brought has been brought in an inconvenient
forum. This Section 5.8 shall survive the termination of this Agreement.


 


		5.8	Entire
Agreement



 


This
Agreement, including the appendices hereto constitutes the entire agreement between the parties pertaining to the subject matter
hereof. There are no representations, warranties, conditions, undertakings, commitments, other agreements or acknowledgements,
whether direct or collateral, express or implied, that form part of or affect this Agreement, or which induced any party hereto
to enter into this Agreement or on which reliance is placed by any party hereto, except as specifically set forth in this Agreement
..


 


		5.9	Amendments



 


This
Agreement may be amended, modified or supplemented only by a written agreement signed by all of the parties hereto.



     


    - 9 - 


    

		5.10	Severability



 


If
any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public
policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect. Upon such determination
that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good
faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable
manner in order that the terms of this Agreement remain as originally contemplated to the fullest extent possible.


 


		5.11	Notices



 


		(a)	Method
                                         of Delivery. Any notice, demand or other communication (in this Section, a “notice”)
                                         required or permitted to be given or made hereunder shall be in writing and shall be
                                         sufficiently given or made if:



 


		(i)	sent
                                         by electronic means of sending messages (in this Section, “Electronic Transmission”),
                                         by either facsimile transmission (if specified below) or e-mail, during normal business
                                         hours on a Business Day, but notice by Electronic Transmission shall only be sufficient
                                         if the notice includes or is accompanied by the sender’s name and facsimile number
                                         or e-mail address as applicable, the date and time of transmission, and if sent by facsimile
                                         transmission the name and telephone number of a Person to contact in the event of facsimile
                                         transmission problems or if sent by e-mail acknowledgement that the transmission is transmitted
                                         to the sender by the recipient or the recipient’s electronic system; or



 


		(ii)	delivered
                                         in person in a sealed package entitled Personal and Confidential addressed to the recipient
                                         during normal business hours on a Business Day and left with a receptionist or other
                                         responsible employee of the recipient, who is required to provide written acknowledgement
                                         of receipt, at the applicable address set forth below;



 


		a.	in
                                         the case of a notice to any Shareholder, to such Shareholder at the address indicated
                                         opposite to the name of the Shareholder in Appendix “A”; and



 


		b.	in
                                         the case of a notice to Torchlight, addressed to it at:



 


Torchlight
Energy Resources, Inc.



5700
W. Plano Parkway, Suite 3600

Plano TX 75093


 


With
a copy (which shall not constitute notice) to:


 


Stikeman
Elliott LLP


Suite
1700, 666 Burrard Street


Vancouver,
British Columbia V6C 2X8


 


and

 


K&L
Gates LLP


1
Park Plaza, Twelfth Floor


Irvine,
CA 92679



     


    - 10 - 


    

		(a)	Deemed
                                         Delivery. Each notice sent in accordance with this Section shall be deemed to have
                                         been received:



 


		(i)	in
                                         the case of personal delivery, if delivered before 5:00 p.m., on the day it was
                                         delivered; otherwise, on the first Business Day thereafter; or



 


		(ii)	in
                                         the case of Electronic Transmission, on the same day that it was sent if sent on a Business
                                         Day and the electronic acknowledgement of delivery is received by the sender before 5:00 p.m.
                                         (recipient’s time) on such day, and otherwise on the first Business Day thereafter.



 


Any
party hereto may change its address for notice by written notice delivered to the other parties hereto.


 


		5.12	Specific
Performance and other Equitable Rights



 


It
is recognized and acknowledged that a breach by any party of any material obligations contained in this Agreement will cause the
other party to sustain injury for which it would not have an adequate remedy at law for money damages. Accordingly, in the event
of any such breach, any aggrieved party shall be entitled to the remedy of specific performance of such obligations and interlocutory,
preliminary and permanent injunctive and other equitable relief in addition to any other remedy to which it may be entitled, at
law or in equity, and each Shareholder will waive, in any action for specific performance, interlocutory, preliminary and permanent
injunctive relief and/or any other equitable relief, the defence of adequacy of a remedy at law and any requirement for the securing
or posting of any bond in connection with the obtaining of any such relief.


 


		5.13	Expenses



 


Each
of the parties shall pay its respective legal, financial advisory and accounting costs and expenses incurred in connection with
the preparation, execution and delivery of this Agreement and all documents and instruments executed or prepared pursuant hereto
and any other related costs and expenses whatsoever and howsoever incurred.


 


		5.14	Counterparts



 


This
Agreement may be executed in any number of counterparts. Each executed counterpart will be deemed to be an original. All executed
counterparts taken together will constitute one agreement.


 


To
evidence the fact that a party hereto has executed this Agreement, such party may send a copy of its executed counterpart to the
other parties hereto by Electronic Transmission and if sent by email, in Portable Document File (PDF) format. That party will
be deemed to have executed this Agreement on the date it sent such Electronic Transmission.



     


    - 11 - 


    

		5.15	Independent
Legal Advice



 


Each
Shareholder acknowledges that:


 


		(a)	the
                                         Shareholder has read this Agreement in its entirety, understands this Agreement and agrees
                                         to be bound by its terms and conditions;



 


		(b)	the
                                         Shareholder has been advised to seek independent legal advice with respect to the Shareholder
                                         executing and delivering this Agreement and has received such advice or has, without
                                         undue influence, elected to waive the benefit of any such advice; and



 


		(c)	the
                                         Shareholder is entering into this Agreement voluntarily.



 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK.

SIGNATURE PAGES FOLLOW.]





     


     


    

IN
WITNESS WHEREOF the parties have executed this Agreement as of the date first written above.


 


	 	Per:	 
	 	Name:  	 
	 	Title:	 



 


Signature
Page to Voting Support Agreement – Project Vision






     


     


    

	 	TORCHLIGHT ENERGY RESOURCES, INC.




 


	 	Per:	 
	 	Name:  	 
	 	Title:	 




 


Signature
Page to Voting Support Agreement – Project Vision




     


     


    

APPENDIX “A”


 


Subject
Securities



     


     


    

APPENDIX
“B”


 


Arrangement
Agreement


 


See
attached.