Exhibit 10.1


 


Torchlight
Energy Resources, Inc.


$250,000,000


Common
Stock


($0.001
par value per share)


 


Amended
and Restated Sales Agreement


 


June 21,
2021


 


Roth
Capital Partners, LLC


888
San Clemente Drive, Suite 400


Newport
Beach, CA 92660


 


Ladies
and Gentlemen:


 


Torchlight
Energy Resources, Inc., a Nevada corporation (the “Company”), confirms its agreement (this “Agreement”)
with Roth Capital Partners, LLC (the “Agent”), as follows. This Agreement amends and restates in its entirety
that certain Sales Agreement, dated as of June 16, 2021, by and between the Company and the Agent.




 


1.       Issuance
and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject
to the conditions set forth herein, it may issue and sell through or to the Agent, shares (the “Placement Shares”)
of common stock of the Company, $0.001 par value per share (the “Common Stock”) having an aggregate offering
price of up to $250,000,000; provided, however, that in no event shall the Company issue or sell through Agent such
number of Placement Shares that: (a) exceeds the number or dollar amount of shares of Common Stock that may be sold pursuant
to the Registration Statement (as defined below), or (b) exceeds the number of authorized but unissued shares of Common Stock
of the Company (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties
hereto agree that compliance with the limitations set forth in this Section 1 on the amount of Placement Shares issued and
sold under this Agreement shall be the sole responsibility of the Company and that Agent shall have no obligation in connection
with such compliance. The issuance and sale of Placement Shares through or to Agent will be effected pursuant to the Registration
Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”),
although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any
Placement Shares.



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The
Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations
thereunder (the “Securities Act”), with the Commission a registration statement on Form S-3 (File No. 333-256632),
including a base prospectus, relating to certain securities, including the Placement Shares to be issued from time to time by the
Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of
the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”). The
Company has prepared a prospectus supplement dated June 16, 2021 and a prospectus supplement dated June 21, 2021 specifically
relating to the Placement Shares (together, the “Prospectus Supplement”) to the base prospectus included as part of
such registration statement. The Company will furnish to the Agent, for use by the Agent, copies of the prospectus included as part
of such registration statement, as supplemented by the Prospectus Supplement relating to the Placement Shares. Except where the
context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as
part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below)
subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such
registration statement pursuant to Rule 430B of the Securities Act, or any subsequent registration statement on Form S-3 filed
pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares, is herein called the
“Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included
in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or
Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the
Securities Act, together with any then issued Issuer Free Writing Prospectus (defined below), is herein called the
“Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement
thereto, shall be deemed to refer to and include the documents incorporated or deemed to be incorporated by reference therein, and
any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the
Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any
document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For
purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto
shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval
System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively,
“EDGAR”).


 


2.       Placements.
Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will
notify the Agent by email notice (or other method mutually agreed to in writing by the parties) of the number or dollar value
of Placement Shares, the time period during which sales are requested to be made, any limitation on the number of Placement Shares
that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”),
the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the
Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule), and shall
be addressed to each of the individuals from the Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to
time. The Placement Notice shall be effective unless and until (i) the Agent declines to accept the terms contained therein
for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares thereunder have been sold, (iii) the
Company suspends or terminates the Placement Notice or (iv) the Agreement has been terminated under the provisions of Section 12.
The amount of any discount, commission or other compensation to be paid by the Company to Agent in connection with the sale of
the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and
agreed that neither the Company nor the Agent will have any obligation whatsoever with respect to a Placement or any Placement
Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice
pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between
the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.



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3.            Sale
of Placement Shares by Agent. Subject to the provisions of Section 5(a), the Agent, for the period specified in
the Placement Notice, will use its commercially reasonable efforts consistent with its normal trading and sales practices and
applicable state and federal laws, rules and regulations and the rules of The NASDAQ Stock Market LLC (the “Exchange”),
to sell the Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice.
The Agent will provide written confirmation to the Company no later than the opening of the Trading Day (as defined below) immediately
following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares
sold on such day, the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such
sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the Agent
(as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. Subject to the terms of the
Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at the market offering”
as defined in Rule 415 of the Securities Act.


 


4.            Suspension
of Sales.


 


(a)       The
Company or the Agent may, upon notice to the other party in writing (including by email correspondence to each of the individuals
of the other party set forth on Schedule 3, if receipt of such correspondence is actually acknowledged by any of the individuals
to whom the notice is sent, other than via auto-reply) or by telephone (confirmed immediately by verifiable facsimile transmission
or email correspondence to each of the individuals of the other party set forth on Schedule 3), suspend any sale of Placement
Shares; provided, however, that such suspension shall not affect or impair any party’s obligations with respect to any Placement
Shares sold hereunder prior to the receipt of such notice. Each party agrees that no such notice under this Section 4 shall
be effective against any other party unless it is made to one of the individuals named on Schedule 3 hereto, as such Schedule
may be amended from time to time.


 


(b)       Notwithstanding
any other provision of this Agreement, during any period in which the Company is in possession of material non-public information,
the Company and the Agent agree that (i) no sale of Placement Shares will take place, (ii) the Company shall not request the sale
of any Placement Shares, and (iii) the Agent shall not be obligated to sell or offer to sell any Placement Shares.


 


(c)       All
sales of Placement Shares shall automatically be suspended upon the closing of the transactions contemplated under the Arrangement
Agreement entered into on December 14, 2020 (and as amended subsequently) between the Company and Metamaterial, Inc., until such
time as the representations and warranties and other terms and conditions of this Agreement are modified in a manner mutually
agreed to in writing by the Company and the Agent.



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5.            Sale
and Delivery to the Agent; Settlement.


 


(a)       Sale
of Placement Shares. On the basis of the representations and warranties herein contained and subject to the terms and
conditions herein set forth, upon the Agent’s acceptance of the terms of a Placement Notice, and unless the sale of the
Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this
Agreement, the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent
with its normal trading and sales practices to sell such Placement Shares up to the amount specified in such Placement Notice,
and otherwise in accordance with the terms of such Placement Notice. The Company acknowledges and agrees that (i) there can
be no assurance that the Agent will be successful in selling Placement Shares, (ii) the Agent will incur no liability or
obligation to the Company or any other person or entity if it does not sell Placement Shares for any reason other than a failure
by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable
law and regulations to sell such Placement Shares as required under this Agreement and (iii) the Agent shall be under no
obligation to purchase Placement Shares on a principal basis pursuant to this Agreement, except as otherwise agreed by the Agent
and the Company.


 


(b)       Settlement
of Placement Shares. Unless otherwise specified in the applicable Placement Notice, settlement for sales of Placement
Shares will occur on the second (2nd) Trading Day (or such earlier day as is industry practice for regular-way
trading) following the date on which such sales are made (each, a “Settlement Date”). The amount of proceeds
to be delivered to the Company on a Settlement Date against receipt of the Placement Shares sold (the “Net Proceeds”)
will be equal to the aggregate sales price received by the Agent, after deduction for (i) the Agent’s commission, discount
or other compensation for such sales payable by the Company pursuant to Section 2 hereof, and (ii) any transaction fees
imposed by any governmental or self-regulatory organization in respect of such sales.


 


(c)       Delivery
of Placement Shares. On each Settlement Date, against payment of the Net Proceeds, the Company will, or will cause its transfer
agent to, electronically transfer the Placement Shares being sold by crediting the Agent’s or its designee’s account
(provided the Agent shall have given the Company written notice of such designee prior to the Settlement Date) at The Depository
Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed
upon by the parties hereto which in all cases shall be freely tradable, transferable, registered shares in good deliverable form.
On each Settlement Date, the Agent will deliver the related Net Proceeds in same day funds to an account designated by the Company
on, or prior to, the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults
in its obligation to deliver Placement Shares on a Settlement Date, the Company agrees that in addition to and in no way limiting
the rights and obligations set forth in Section 10(a) hereto, it will (i) hold the Agent harmless against any loss,
claim, damage, or expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such
default by the Company or its transfer agent (if applicable) and (ii) pay to the Agent any commission, discount, or other
compensation to which it would otherwise have been entitled absent such default.



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(d)       Limitations
on Offering Size. Under no circumstances shall the Company cause or request the offer or sale of any Placement Shares
if, after giving effect to the sale of such Placement Shares, the aggregate gross sales proceeds of Placement Shares sold pursuant
to this Agreement would exceed the lesser of (A) together with all sales of Placement Shares under this Agreement, the Maximum
Amount, (B) the amount available for offer and sale under the Registration Statement and (C) the amount authorized from
time to time to be issued and sold under this Agreement by the Company’s board of directors, a duly authorized committee
thereof or a duly authorized executive committee, and notified to the Agent in writing. Under no circumstances shall the Company
cause or request the offer or sale of any Placement Shares pursuant to this Agreement at a price lower than the minimum price
authorized from time to time by the Company’s board of directors, duly authorized committee thereof or a duly authorized
executive committee, and notified to the Agent in writing. Further, under no circumstances shall the Company cause or permit the
aggregate offering amount of Placement Shares sold pursuant to this Agreement to exceed the Maximum Amount.


 


6.            Representations
and Warranties of the Company. Except as disclosed in the Registration Statement or Prospectus (including the Incorporated
Documents), the Company represents and warrants to, and agrees with the Agent that as of the date of this Agreement and as of
each Applicable Time (as defined below), unless such representation, warranty or agreement specifies a different date or time:


 


(a)       Registration
Statement and Prospectus. The Company and the transactions contemplated by this Agreement meet the requirements for and comply
with the conditions for the use of Form S-3 under the Securities Act. The Registration Statement has been filed with the Commission
and declared effective under the Securities Act. The Prospectus Supplement will name the Agent as the agent in the section entitled
“Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission preventing
or suspending the use of the Registration Statement, or threatening or instituting proceedings for that purpose. The Registration
Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities
Act and comply in all material respects with said Rule. Any statutes, regulations, contracts or other documents that are required
to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have
been so described or filed. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all
documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement have
been delivered, or are available through EDGAR, to Agent and its counsel. The Company has not distributed and, prior to the later
to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering
material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus
and any Issuer Free Writing Prospectus to which Agent has consented. The Company has not, in the 12 months preceding the date
hereof, received notice from the Exchange to the effect that the Company is not in compliance with the listing or maintenance
requirements, except for a letter from the Exchange dated August 4, 2020 reflecting that the Company continued to not meet the
minimum $1 bid price per share requirement since the Exchange’s initial notice on November 21, 2019, which letter further
stated that the Company had until February 1, 2021 to regain compliance.



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(b)       No Misstatement
or Omission. The Registration Statement, when it became or becomes effective, and the Prospectus, and any amendment or supplement
thereto, on the date of such Prospectus or amendment or supplement, conformed and will conform in all material respects with the
requirements of the Securities Act. At each Settlement Date, the Registration Statement and the Prospectus, as of such date, will
conform in all material respects with the requirements of the Securities Act. The Registration Statement, when it became or becomes
effective, did not, and will not, contain an untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading. The Prospectus and any amendment or supplement thereto,
on the date thereof and at each Applicable Time (defined below), did not and will not include an untrue statement of a material
fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they
were made, not misleading. The Incorporated Documents did not, and any further documents filed and incorporated by reference therein
will not, when filed with the Commission, contain an untrue statement of a material fact or omit to state a material fact required
to be stated in such document or necessary to make the statements in such document, in light of the circumstances under which
they were made, not misleading. The foregoing shall not apply to statements in, or omissions from, any such document made in reliance
upon, and in conformity with, information furnished to the Company by Agent specifically for use in the preparation thereof.


 


(c)       Conformity
with Securities Act and Exchange Act. The Registration Statement, the Prospectus, any Issuer Free Writing Prospectus or any
amendment or supplement thereto, and the Incorporated Documents, when such documents were or are filed with the Commission under
the Securities Act or the Exchange Act or became or become effective under the Securities Act, as the case may be, conformed and
will conform in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable.


 


(d)       Financial
Information. The financial statements of the Company included or incorporated by reference in the Registration Statement,
the Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, present fairly,
in all material respects, the financial position of the Company as of the dates indicated and the results of operations, cash
flows and changes in stockholders’ equity of the Company for the periods specified and have been prepared in compliance
with the requirements of the Securities Act and Exchange Act and in conformity with generally accepted accounting principles in
the United States (“GAAP”) applied on a consistent basis (except for (i) such adjustments to accounting
standards and practices as are noted therein, (ii) in the case of unaudited interim financial statements, to the extent such
financial statements may not include footnotes required by GAAP or may be condensed or summary statements and (iii) such
adjustments which will not be material, either individually or in the aggregate) during the periods involved; the other financial
and statistical data with respect to the Company contained or incorporated by reference in the Registration Statement, the Prospectus
and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared on a basis consistent with
the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that
are required to be included or incorporated by reference in the Registration Statement, or the Prospectus that are not included
or incorporated by reference as required; the Company does not have any material liabilities or obligations, direct or contingent
(including any off-balance sheet obligations), not described in the Registration Statement(excluding the exhibits thereto), and
the Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus and the
Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the
rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10
of Regulation S-K under the Securities Act, to the extent applicable.



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(e)       Conformity
with EDGAR Filing. The Prospectus delivered to the Agent for use in connection with the sale of the Placement Shares pursuant
to this Agreement will be identical to the versions of the Prospectus created to be transmitted to the Commission for filing via
EDGAR, except to the extent permitted by Regulation S-T.


 


(f)       Organization.
The Company is duly organized, validly existing as a corporation and in good standing under the laws of its jurisdiction of organization.
The Company is, and will be, duly licensed or qualified as a foreign corporation for transaction of business and in good standing
under the laws of each other jurisdiction in which its ownership or lease of property or the conduct of its business requires
such license or qualification, and has all corporate power and authority necessary to own or hold its properties and to conduct
its business as described in the Registration Statement and the Prospectus, except where the failure to be so qualified or in
good standing or have such power or authority would not, individually or in the aggregate, have a material adverse effect on or
affecting the assets, business, operations, earnings, properties, condition (financial or otherwise), prospects, stockholders’
equity or results of operations of the Company or prevent or materially interfere with consummation of the transactions contemplated
hereby (a “Material Adverse Effect”).


 


(g)       Subsidiaries.
The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries
listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year The Company owns
directly or indirectly, all of the equity interests of its subsidiaries free and clear of any lien, charge, security interest,
encumbrance, right of first refusal or other restriction, and all the equity interests of its subsidiaries are validly issued
and are fully paid, non-assessable and free of preemptive and similar rights.


 


(h)       No Violation
or Default. The Company is not (i) in violation of its charter or by-laws or similar organizational documents; (ii) in
default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance
or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other
agreement or instrument to which the Company is a party or by which the Company is bound or to which any of the property or assets
of the Company is subject; or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any
court or arbitrator or governmental or regulatory authority, except, in the case of each of clauses (ii) and (iii) above,
for any such violation or default that would not, individually or in the aggregate, have a Material Adverse Effect. To the Company’s
knowledge, no other party under any material contract or other agreement to which it is a party is in default in any respect thereunder
where such default would have a Material Adverse Effect.


 


(i)       No Material
Adverse Effect. Subsequent to the respective dates as of which information is given in the Registration Statement, the Prospectus
and the Issuer Free Writing Prospectuses, if any, (including any document deemed incorporated by reference therein), there has
not been (i) any Material Adverse Effect, (ii) any transaction which is material to the Company, (iii) any obligation
or liability, direct or contingent (including any off-balance sheet obligations), incurred by the Company which is material to
the Company, (iv) any material change in the capital stock or outstanding long-term indebtedness (other than (A) the
grant of additional awards under equity incentive plans, (B) changes in the number of outstanding Common Stock due to the
issuance of shares upon exercise or conversion of securities exercisable for or convertible into Common Stock outstanding on the
date hereof, (C) any repurchase of capital stock of the Company, (D) as a result of the sale of Placement Shares, or
(E) other than as publicly reported or announced), or (v) any dividend or distribution of any kind declared, paid or
made on the capital stock of the Company other than in each case above in the ordinary course of business or as otherwise disclosed
in the Registration Statement or Prospectus (including any document deemed incorporated by reference therein).



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(j)        Capitalization.
The issued and outstanding shares of capital stock of the Company have been validly issued, are fully paid and non-assessable
and, other than as disclosed in the Registration Statement or the Prospectus, are not subject to any preemptive rights, rights
of first refusal or similar rights. The Company has an authorized, issued and outstanding capitalization as set forth in the Registration
Statement and the Prospectus as of the dates referred to therein (other than the grant of additional options and restricted stock
units under the Company’s existing stock option plans, or changes in the number of outstanding shares of Common Stock of
the Company due to the issuance of shares upon the exercise or conversion of securities exercisable for, or convertible into,
Common Stock outstanding on the date hereof) and such authorized capital stock conforms to the description thereof set forth in
the Registration Statement and the Prospectus. The description of the securities of the Company in the Registration Statement
and the Prospectus is complete and accurate in all material respects.


 


(k)       Authorization;
Enforceability. The Company has full legal right, power and authority to enter into this Agreement and perform the transactions
contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company and is a legal, valid and
binding agreement of the Company enforceable in accordance with its terms, except (i) to the extent that enforceability may
be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and
by general equitable principles and (ii) the indemnification and contribution provisions of Section 10 hereof may be
limited by federal or state securities laws and public policy considered in respect thereof.


 


(l)        Authorization
of Placement Shares. The Placement Shares, when issued and delivered pursuant to the terms approved by the board of directors
of the Company or a duly authorized committee thereof, against payment therefor as provided herein, will be duly and validly authorized
and issued and fully paid and non-assessable, free and clear of any pledge, lien, encumbrance, security interest or other claim,
including any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar rights, and
will be registered pursuant to Section 12 of the Exchange Act. The Placement Shares, when issued, will conform in all material
respects to the description thereof set forth in or incorporated into the Prospectus.


 


(m)      No Consents
Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator
or governmental or regulatory authority having jurisdiction over the Company is required for the execution, delivery and performance
by the Company this Agreement, the issuance and sale by the Company of the Placement Shares, except for such consents, approvals,
authorizations, orders and registrations or qualifications as may be required under applicable state securities laws or by the
by-laws and rules of the Financial Industry Regulatory Authority (“FINRA”) or the Exchange in connection with
the sale of the Placement Shares by the Agent.



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(n)       No Preferential
Rights. (i) No person, as such term is defined in Rule 1-02 of Regulation S-X promulgated under the Securities Act
(each, a “Person”), has the right, contractual or otherwise, to cause the Company to issue or sell to such
Person any Common Stock or shares of any other capital stock or other securities of the Company, (ii) no Person has any preemptive
rights, resale rights, rights of first refusal, or any other rights (whether pursuant to a “poison pill” provision
or otherwise) to purchase any Common Stock or shares of any other capital stock or other securities of the Company, (iii) no
Person has the right to act as an underwriter or as a financial advisor to the Company in connection with the offer and sale of
Common Stock, and (iv) no Person has the right, contractual or otherwise, to require the Company to register under the Securities
Act any Common Stock or shares of any other capital stock or other securities of the Company, or to include any such shares or
other securities in the Registration Statement or the offering contemplated thereby, whether as a result of the filing or effectiveness
of the Registration Statement or the sale of the Placement Shares as contemplated thereby or otherwise.


 


(o)       Independent
Public Accountant. Briggs & Veselka Co. (the “Accountant”), whose report on the financial statements
of the Company is filed with the Commission as part of the Company’s most recent Annual Report on Form 10-K filed with the
Commission and incorporated into the Registration Statement and the Prospectus, are and, during the periods covered by their report,
were an independent registered public accounting firm with respect to the Company within the meaning of the Securities Act and
the Public Company Accounting Oversight Board (United States). To the Company’s knowledge, the Accountant is not in violation
of the auditor independence requirements of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) with
respect to the Company.


 


(p)       Enforceability
of Agreements. All agreements between the Company and third parties expressly referenced in the Prospectus are legal, valid
and binding obligations of the Company enforceable in accordance with their respective terms, except to the extent that (i) enforceability
may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally
and by general equitable principles and (ii) the indemnification provisions of certain agreements may be limited be federal
or state securities laws or public policy considerations in respect thereof, and except for any unenforceability that, individually
or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.


 


(q)       No Litigation.
There are no legal, governmental or regulatory actions, suits or proceedings pending, nor, to the Company’s knowledge, any
legal, governmental or regulatory investigations, to which the Company is a party or to which any property of the Company is the
subject that, individually or in the aggregate, if determined adversely to the Company would have a Material Adverse Effect or
materially and adversely affect the ability of the Company to perform its obligations under this Agreement; to the Company’s
knowledge, no such actions, suits or proceedings are threatened or contemplated by any governmental or regulatory authority or
threatened by others that individually or in the aggregate, if determined adversely to the Company would have a Material Adverse
Effect; and (i) there are no current or pending legal, governmental or regulatory investigations, actions, suits or proceedings
that are required under the Securities Act to be described in the Prospectus that are not so described; and (ii) there are
no contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement
that are not so filed.



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(r)       Licenses
and Permits. The Company possesses or has obtained, all licenses, certificates, consents, orders, approvals, permits and other
authorizations issued by, and have made all declarations and filings with, the appropriate federal, state, local or foreign governmental
or regulatory authorities that are necessary for the ownership or lease of their respective properties or the conduct of their
respective businesses as described in the Registration Statement and the Prospectus (the “Permits”), except
where the failure to possess, obtain or make the same would not, individually or in the aggregate, reasonably be expected to have
a Material Adverse Effect. The Company has not received written notice of any proceeding relating to revocation or modification
of any such Permit or has any reason to believe that such Permit will not be renewed in the ordinary course, except where the
failure to obtain any such renewal would not, individually or in the aggregate, reasonably be expected to have a Material Adverse
Effect.


 


(s)       No
Material Defaults. The Company is not in default on any installment on indebtedness for borrowed money or on any rental on
one or more long-term leases, which defaults, individually or in the aggregate, have a Material Adverse Effect. The Company has
not filed a report pursuant to Section 13(a) or 15(d) of the Exchange Act since the filing of its last Annual Report on Form 10-K,
indicating that it (i) has failed to pay any dividend or sinking fund installment on preferred stock or (ii) has defaulted on
any installment on indebtedness for borrowed money or on any rental on one or more long-term leases, which is continuing, which
defaults, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. All royalties, rentals,
deposits and other amounts owed under the oil and gas leases constituting the oil and gas properties of the Company and its subsidiaries
have been properly and timely paid (other than amounts held in suspense accounts pending routine payments or related to disputes
about the proper identification of royalty owners), and no amount of proceeds from the sale or production attributable to the
oil and gas properties of the Company and its subsidiaries are currently being held in suspense by any purchaser thereof, except
where such amounts due could not, individually or in the aggregate, have a Material Adverse Effect. There are no claims under
take-or-pay contracts pursuant to which natural gas purchasers have any make-up rights affecting the interests of the Company,
and its subsidiaries in their oil and gas properties, except where such claims could not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect.


 


(t)       S-3
Eligibility. At the time the Registration Statement was declared effective, and at the time the Company’s most recent
Annual Report on Form 10-K was filed with the Commission, the Company met or will meet the then applicable requirements for the use
of Form S-3 under the Securities Act, including, but not limited to, General Instruction I.B.6 of Form S-3, if applicable. As of the
close of trading on the Exchange on June 18, 2021, the aggregate market value of the outstanding voting and non-voting common equity
(as defined in Rule 405) of the Company held by persons other than affiliates of the Company (pursuant to Rule 144 of the Securities
Act, those that directly, or indirectly through one or more intermediaries, control, or are controlled by, or are under common
control with, the Company) (the “Non-Affiliate Shares”), was approximately $792,898,287 (calculated
by multiplying (x) the price at which the common equity of the Company was last sold on the Exchange on June 18, 2021 times (y) the
number of Non-Affiliate Shares). The Company is not a shell company (as defined in Rule 405 under the Securities Act) and has not
been a shell company for at least 12 calendar months previously and if it has been a shell company at any time previously, has filed
current Form 10 information (as defined in General Instruction I.B.6 of Form S-3) with the Commission at least 12 calendar months
previously reflecting its status as an entity that is not a shell company.



    10


     


    


(u)       Certain
Market Activities. Neither the Company nor, to the Company’s knowledge, any of its directors, officers or controlling
persons has taken, directly or indirectly, any action designed, or that has constituted or would reasonably be expected to cause
or result in, under the Exchange Act or otherwise, the stabilization or manipulation of the price of any security of the Company
to facilitate the sale or resale of the Placement Shares.


 


(v)       Broker/Dealer
Relationships. Neither the Company nor any related entities (i) is required to register as a “broker” or
“dealer” in accordance with the provisions of the Exchange Act or (ii) directly or indirectly through one or
more intermediaries, controls or is a “person associated with a member” or “associated person of a member”
(within the meaning set forth in the FINRA Manual).


 


(w)       No Reliance.
The Company has not relied upon the Agent or legal counsel for the Agent for any legal, tax or accounting advice in connection
with the offering and sale of the Placement Shares.


 


(x)       Taxes.
The Company has filed or has a valid extension of time to file all federal, state, local and foreign tax returns which have been
required to be filed and paid all taxes shown thereon through the date hereof, to the extent that such taxes have become due and
are not being contested in good faith. Except as otherwise disclosed in or contemplated by the Registration Statement or the Prospectus,
no tax deficiency has been determined adversely to the Company which has had, or would reasonably be expected to have, individually
or in the aggregate, a Material Adverse Effect. The Company has no knowledge of any federal, state or other governmental tax deficiency,
penalty or assessment which has been or might be asserted or threatened against it which reasonably would be expected to have
a Material Adverse Effect.


 


(y)       Title
to Real and Personal Property. The Company has good and valid title in fee simple to all items of real property and good and
valid title to all personal property described in the Registration Statement or Prospectus as being owned by it that are material
to the business of the Company, in each case free and clear of all liens, encumbrances and claims, except those that (i) do
not materially interfere with the use made and proposed to be made of such property by the Company or (ii) would not reasonably
expected, individually or in the aggregate, to have a Material Adverse Effect. Any real property described in the Registration
Statement or Prospectus as being leased by the Company is held by it under valid, existing and enforceable leases, except those
that (A) do not materially interfere with the use made or proposed to be made of such property by the Company or (B) would
not be reasonably expected to have a Material Adverse Effect.



    11


     


    


(z)       Intellectual
Property. The Company owns or possesses adequate enforceable rights to use all patents, patent applications, trademarks (both
registered and unregistered), service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses
and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems
or procedures) (collectively, the “Intellectual Property”), necessary for the conduct of its business as conducted
as of the date hereof, except to the extent that the failure to own or possess adequate rights to use such Intellectual Property
would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; the Company has not received
any written notice of any claim of infringement or conflict which asserted Intellectual Property rights of others, which infringement
or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Effect; there are no pending, or to
the Company’s knowledge, threatened judicial proceedings or interference proceedings against the Company challenging the
Company’s rights in or to or the validity of the scope of any of the Company’s patents, patent applications or proprietary
information.


 


(aa)     Environmental
Laws. The Company (i) is in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations,
decisions and orders relating to the protection of human health and safety, the environment or hazardous or toxic substances or
wastes, pollutants or contaminants (collectively, “Environmental Laws”); (ii) has received and is in compliance
with all permits, licenses or other approvals required of it under applicable Environmental Laws to conduct its businesses as
described in the Registration Statement and the Prospectus; and (iii) has not received notice of any actual or potential
liability for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants
or contaminants, except, in the case of any of clauses (i), (ii) or (iii) above, for any such failure to comply or failure
to receive required permits, licenses, other approvals or liability as would not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect.


 


(bb)     Disclosure
Controls. The Company maintains systems of internal controls designed to provide reasonable assurance that (i) transactions
are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as
necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access
to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded
accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect
to any differences. The Company is not aware of any material weaknesses in its internal control over financial reporting (other
than as set forth in the Prospectus). Since the date of the latest audited financial statements of the Company included in the
Prospectus, there has been no change in the Company’s internal control over financial reporting that has materially affected,
or is reasonably likely to materially affect, the Company’s internal control over financial reporting (other than as set
forth in the Prospectus). The Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15
and 15d-15) for the Company and designed such disclosure controls and procedures to ensure that material information relating
to the Company is made known to the certifying officers by others within those entities, particularly during the period in which
the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, is being prepared. The Company’s
certifying officers have evaluated the effectiveness of the Company’s controls and procedures as of a date within 90 days
prior to the filing date of the Form 10-K for the fiscal year most recently ended (such date, the “Evaluation Date”).
The Company presented in its Form 10-K for the fiscal year most recently ended the conclusions of the certifying officers about
the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation
Date, there have been no significant changes in the Company’s internal controls (as such term is defined in Item 307(b)
of Regulation S-K under the Securities Act) or, to the Company’s knowledge, in other factors that could significantly affect
the Company’s internal controls. To the knowledge of the Company, the Company’s “internal controls over financial
reporting” and “disclosure controls and procedures” are effective.



    12


     


    


(cc)     Sarbanes-Oxley.
The Company is not aware of any failure on the part of the Company or any of the Company’s directors or officers, in their
capacities as such, to comply with any applicable provisions of the Sarbanes-Oxley Act and the applicable rules and regulations
promulgated thereunder in all material respects. Each of the principal executive officer and the principal financial officer of
the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company
as applicable) has made all certifications required by Sections 302 and 906 of the Sarbanes-Oxley Act with respect to all reports,
schedules, forms, statements and other documents required to be filed by it or furnished by it to the Commission during the past
12 months. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer”
shall have the meanings given to such terms in the Sarbanes-Oxley Act.


 


(dd)     Finder’s
Fees. The Company has not incurred any liability for any finder’s fees, brokerage commissions or similar payments in
connection with the transactions herein contemplated, except as may otherwise exist with respect to Agent pursuant to this Agreement.


 


(ee)      Labor
Disputes. No labor disturbance by or dispute with employees of the Company exists or, to the knowledge of the Company,
is threatened which would be reasonably likely to have a Material Adverse Effect.


 


(ff)       Investment
Company Act. The Company is not or after giving effect to the offering and sale of the Placement Shares, will not be an “investment
company” or an entity “controlled” by an “investment company,” as such terms are defined in the
Investment Company Act of 1940, as amended (the “Investment Company Act”).


 


(gg)    Operations.
The operations of the Company are and have been conducted at all times in compliance with applicable financial record keeping
and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes
of all jurisdictions to which the Company is subject, the rules and regulations thereunder and any related or similar rules, regulations
or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”),
except as would not have a Material Adverse Effect; and no action, suit or proceeding by or before any court or governmental agency,
authority or body or any arbitrator involving the Company with respect to the Money Laundering Laws is pending or, to the knowledge
of the Company, threatened.


 


(hh)    Off-Balance
Sheet Arrangements. There are no transactions, arrangements and other relationships between and/or among the Company, and/or,
to the knowledge of the Company, any of its affiliates and any unconsolidated entity, including, but not limited to, any structural
finance, special purpose or limited purpose entity (each, an “Off Balance Sheet Transaction”) that could reasonably
be expected to affect materially the Company’s liquidity or the availability of or requirements for its capital resources,
including those Off Balance Sheet Transactions described in the Commission’s Statement about Management’s Discussion
and Analysis of Financial Conditions and Results of Operations (Release Nos. 33-8056; 34-45321; FR-61), required to be described
in the Prospectus which have not been described as required.



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(ii)       Underwriter
Agreements. Other than with respect to this Agreement, the Company is not a party to any agreement with an agent or underwriter
for any other “at the market” or continuous equity transaction.


 


(jj)       ERISA.
To the knowledge of the Company, each material employee benefit plan, within the meaning of Section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”), that is maintained, administered or contributed
to by the Company or any of its affiliates for employees or former employees of the Company has been maintained in material compliance
with its terms and the requirements of any applicable statutes, orders, rules and regulations, including but not limited to ERISA
and the Internal Revenue Code of 1986, as amended (the “Code”); no prohibited transaction, within the meaning
of Section 406 of ERISA or Section 4975 of the Code, has occurred which would result in a material liability to the
Company with respect to any such plan excluding transactions effected pursuant to a statutory or administrative exemption; and
for each such plan that is subject to the funding rules of Section 412 of the Code or Section 302 of ERISA, no “accumulated
funding deficiency” as defined in Section 412 of the Code has been incurred, whether or not waived, and the fair market
value of the assets of each such plan (excluding for these purposes accrued but unpaid contributions) exceeds the present value
of all benefits accrued under such plan determined using reasonable actuarial assumptions.


 


(kk)     Forward
Looking Statements. No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E
of the Exchange Act) (a “Forward Looking Statement”) contained in the Registration Statement and the Prospectus
has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith. The Forward Looking Statements
incorporated by reference in the Registration Statement and the Prospectus from the Company’s Annual Report on Form 10-K
for the fiscal year most recently ended (i) are within the coverage of the safe harbor for forward looking statements set
forth in Section 27A of the Securities Act, Rule 175(b) under the Securities Act or Rule 3b-6 under the Exchange Act, as
applicable, (ii) were made by the Company with a reasonable basis and in good faith and reflect the Company’s good
faith commercially reasonable best estimate of the matters described therein, and (iii) have been prepared in accordance
with Item 10 of Regulation S-K under the Securities Act.


 


(ll)       Agent
Purchases. The Company acknowledges and agrees that Agent has informed the Company that the Agent may, to the extent permitted
under the Securities Act and the Exchange Act, purchase and sell Common Stock for its own account while this Agreement is in effect,
provided, that (i) no such purchase or sales shall take place while a Placement Notice is in effect (except to the extent
each Agent may engage in sales of Placement Shares purchased or deemed purchased from the Company as a “riskless principal”
or in a similar capacity) and (ii) the Company shall not be deemed to have authorized or consented to any such purchases
or sales by the Agent.


 


(mm)   Margin
Rules. Neither the issuance, sale and delivery of the Placement Shares nor the application of the proceeds thereof by the
Company as described in the Registration Statement and the Prospectus will violate Regulation T, U or X of the Board of Governors
of the Federal Reserve System or any other regulation of such Board of Governors.



    14


     


    


(nn)     Insurance.
The Company carries, or is covered by, insurance in such amounts and covering such risks as the Company reasonably believes is
adequate for the conduct of its business and as is customary for companies engaged in similar businesses in similar industries.


 


(oo)     No Improper
Practices. (i) Neither the Company, nor to the Company’s knowledge, any of its executive officers has, in the past
five years, made any unlawful contributions to any candidate for any political office (or failed fully to disclose any contribution
in violation of law) or made any contribution or other payment to any official of, or candidate for, any federal, state, municipal,
or foreign office or other person charged with similar public or quasi-public duty in violation of any law or of the character
required to be disclosed in the Prospectus; (ii) no relationship, direct or indirect, exists between or among the Company
or, to the Company’s knowledge, any affiliate of the Company, on the one hand, and the directors, officers and stockholders
of the Company, that is required by the Securities Act to be described in the Registration Statement and the Prospectus that is
not so described; (iii) no relationship, direct or indirect, exists between or among the Company, or any affiliate of the
Company, on the one hand, and the directors, officers, stockholders or directors of the Company that is required by the rules
of FINRA to be described in the Registration Statement and the Prospectus that is not so described; (iv) there are no material
outstanding loans or advances or material guarantees of indebtedness by the Company to or for the benefit of any of its officers
or directors or any of the members of the families of any of them; (v) the Company has not offered, or caused any placement agent
to offer, Common Stock to any person with the intent to influence unlawfully (A) a customer or supplier of the Company to
alter the customer’s or supplier’s level or type of business with the Company or (B) a trade journalist or publication
to write or publish favorable information about the Company or any of its products or services, and, (vi) neither the Company
nor, to the Company’s knowledge, any employee or agent of the Company has made any payment of funds of the Company or received
or retained any funds in violation of any law, rule or regulation (including, without limitation, the Foreign Corrupt Practices
Act of 1977, which payment, receipt or retention of funds is of a character required to be disclosed in the Registration Statement
or the Prospectus).


 


(pp)     Compliance
with Applicable Laws. The Company has not been advised, and has no reason to believe, that it and each of its subsidiaries
are not conducting business in compliance with all applicable laws, rules and regulations of the jurisdictions in which it is
conducting business, except where failure to be so in compliance would not result in a Material Adverse Effect.


 


(qq)     Status
Under the Securities Act. The Company was not and is not an ineligible issuer as defined in Rule 405 under the Securities
Act at the times specified in Rules 164 and 433 under the Securities Act in connection with the offering of the Placement Shares.


 


(rr)       No Misstatement
or Omission in an Issuer Free Writing Prospectus. Each Issuer Free Writing Prospectus, as of its issue date and as of each
Applicable Time (as defined in Section 24 below), did not, does not and will not include any information that conflicted,
conflicts or will conflict with the information contained in the Registration Statement or the Prospectus, including any incorporated
document deemed to be a part thereof that has not been superseded or modified. The foregoing sentence does not apply to statements
in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the
Company by the Agent specifically for use therein.



    15


     


    


(ss)      No Conflicts.
Neither the execution of this Agreement, nor the issuance, offering or sale of the Placement Shares, nor the consummation of any
of the transactions contemplated herein and therein, nor the compliance by the Company with the terms and provisions hereof and
thereof will conflict with, or will result in a breach of, any of the terms and provisions of, or has constituted or will constitute
a default under, or has resulted in or will result in the creation or imposition of any lien, charge or encumbrance upon any property
or assets of the Company pursuant to the terms of any contract or other agreement to which the Company may be bound or to which
any of the property or assets of the Company is subject, except (i) such conflicts, breaches or defaults as may have been
waived and (ii) such conflicts, breaches and defaults that would not have a Material Adverse Effect; nor will such action
result (x) in any violation of the provisions of the organizational or governing documents of the Company, or (y) in
any material violation of the provisions of any statute or any order, rule or regulation applicable to the Company or of any court
or of any federal, state or other regulatory authority or other government body having jurisdiction over the Company.


 


(tt)       OFAC.
Neither the Company or any director, officer, agent, employee, affiliate or representative of the Company is a Person that is,
or is owned or controlled by a Person that is, currently subject to any U.S. sanctions administered by the Office of Foreign Assets
Control of the U.S. Department of the Treasury (“OFAC”), the United Nations Security Council, the European
Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor
located, organized or resident in a country or territory that is the subject of Sanctions; provided, however, that for the purposes
of this paragraph (tt), no Person shall be an affiliate of the Company solely by reason of owning less than a majority of any
class of voting securities of the Company. The Company will not directly or indirectly use the proceeds of the offering of the
Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or
other Person, for the purpose of financing the activities of any Person currently subject to any U.S. sanctions administered by
OFAC. The Company represents and covenants that, except as detailed in the Prospectus, for the past 5 years, the Company has not
knowingly engaged in, is not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or
in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions.


 


(uu)     Stock
Transfer Taxes. On each Settlement Date, all stock transfer or other taxes (other than income taxes) which are required to
be paid in connection with the sale and transfer of the Placement Shares to be sold hereunder will be, or will have been, fully
paid or provided for by the Company and all laws imposing such taxes will be or will have been fully complied with.


 


Any
certificate signed by an officer of the Company and delivered to the Agent or to counsel for the Agent pursuant to or in connection
with this Agreement shall be deemed to be a representation and warranty by the Company, as applicable, to the Agent as to the
matters set forth therein.



    16


     


    


7.            Covenants
of the Company. The Company covenants and agrees with Agent that:


 


(a)       Registration
Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement
Shares is required to be delivered by Agent under the Securities Act (including in circumstances where such requirement may be
satisfied pursuant to Rule 172 under the Securities Act) (the “Prospectus Delivery Period”) (i) the Company
will notify the Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated
by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has
been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or
for additional information, (ii) the Company will prepare and file with the Commission, promptly upon the Agent’s request,
any amendments or supplements to the Registration Statement or Prospectus that, in such Agent’s reasonable opinion, may
be necessary or advisable in connection with the distribution of the Placement Shares by the Agent (provided, however, that the
failure of the Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the
Agent’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further,
that the only remedy the Agent shall have with respect to the failure to make such filing shall be to cease making sales under
this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the
Registration Statement or Prospectus relating to the Placement Shares or a security convertible into the Placement Shares unless
a copy thereof has been submitted to Agent within a reasonable period of time before the filing and the Agent has not objected
thereto (provided, however, that (A) the failure of the Agent to make such objection shall not relieve the Company of any obligation
or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in
this Agreement and (B) the Company has no obligation to provide the Agent any advance copy of such filing or to provide the
Agent an opportunity to object to such filing if the filing does not name the Agent or does not relate to the transaction herein
provided; and provided, further, that the only remedy Agent shall have with respect to the failure to by the Company to obtain
such consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agent at the time of filing
thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus,
except for those documents available via EDGAR; and (iv) the Company will cause each amendment or supplement to the Prospectus
to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the
case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange
Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission
under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by
the Company).


 


(b)       Notice
of Commission Stop Orders. The Company will advise the Agent, promptly after it receives notice or obtains knowledge thereof,
of the issuance or threatened issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement,
of the suspension of the qualification of the Placement Shares for offering or sale in any jurisdiction, or of the initiation
or threatening of any proceeding for any such purpose; and it will promptly use its commercially reasonable efforts to prevent
the issuance of any stop order or to obtain its withdrawal if such a stop order should be issued. The Company will advise the
Agent promptly after it receives any request by the Commission for any amendments to the Registration Statement or any amendment
or supplements to the Prospectus or any Issuer Free Writing Prospectus or for additional information related to the offering of
the Placement Shares or for additional information related to the Registration Statement, the Prospectus or any Issuer Free Writing
Prospectus.



    17


     


    


(c)       Delivery
of Prospectus; Subsequent Changes. During the Prospectus Delivery Period, the Company will comply with all requirements imposed
upon it by the Securities Act, as from time to time in force, and to file on or before their respective due dates all reports
and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14, 15(d) or any other provision of or under the Exchange Act. If the Company has omitted any information from the
Registration Statement pursuant to Rule 430A under the Securities Act, it will use its best efforts to comply with the provisions
of and make all requisite filings with the Commission pursuant to said Rule 430A and to notify the Agent promptly of all such
filings. If during the Prospectus Delivery Period any event occurs as a result of which the Prospectus as then amended or supplemented
would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein,
in the light of the circumstances then existing, not misleading, or if during the Prospectus Delivery Period it is necessary to
amend or supplement the Registration Statement or Prospectus to comply with the Securities Act, the Company will promptly notify
Agent to suspend the offering of Placement Shares during such period and the Company will promptly amend or supplement the Registration
Statement or Prospectus (at the expense of the Company) so as to correct such statement or omission or effect such compliance;
provided, however, that the Company may delay the filing of any amendment or supplement, if in the judgment of the Company, it
is in the best interests of the Company.


 


(d)       Listing
of Placement Shares. During the Prospectus Delivery Period, the Company will use its commercially reasonable efforts to cause
the Placement Shares to be listed on the Exchange and to qualify the Placement Shares for sale under the securities laws of such
jurisdictions as Agent reasonably designates and to continue such qualifications in effect so long as required for the distribution
of the Placement Shares; provided, however, that the Company shall not be required in connection therewith to qualify as a foreign
corporation or dealer in securities or file a general consent to service of process in any jurisdiction.


 


(e)       Delivery
of Registration Statement and Prospectus. The Company will furnish to the Agent and its counsel (at the expense of the Company)
copies of the Registration Statement, the Prospectus (including all documents incorporated by reference therein) and all amendments
and supplements to the Registration Statement or Prospectus that are filed with the Commission during the Prospectus Delivery
Period (including all documents filed with the Commission during such period that are deemed to be incorporated by reference therein),
in each case as soon as reasonably practicable and in such quantities as the Agent may from time to time reasonably request and,
at Agent’s request, will also furnish copies of the Prospectus to each exchange or market on which sales of the Placement
Shares may be made; provided, however, that the Company shall not be required to furnish any document (other than the Prospectus)
to the Agent to the extent such document is available on EDGAR.




    18


     


    


(f)        Earnings
Statement. The Company will make generally available to its security holders as soon as practicable, but in any event not
later than 15 months after the end of the Company’s current fiscal quarter, an earnings statement covering a 12-month period
that satisfies the provisions of Section 11(a) and Rule 158 of the Securities Act.


 


(g)       Use
of Proceeds. The Company will use the Net Proceeds as described in the Prospectus in the section entitled “Use of Proceeds.”


 


(h)       Notice
of Other Sales. Without prior written notice to Agent, the Company will not, directly or indirectly, offer to sell, sell,
contract to sell, grant any option to sell or otherwise dispose of any Common Stock (other than the Placement Shares offered pursuant
to this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire,
Common Stock during the period beginning on the date on which any Placement Notice is delivered to Agent hereunder and ending
on the second (2nd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold
pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement
Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any
other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to
sell or otherwise dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities
convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire, Common Stock prior to the termination
of this Agreement; provided, however, that such restrictions will not be required in connection with the Company’s issuance
or sale of (i) Common Stock, restricted stock units, options to purchase Common Stock or Common Stock issuable upon the exercise
of options, pursuant to any employee or director stock option or benefits plan, stock ownership plan or dividend reinvestment
plan (but not Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether
now in effect or hereafter implemented, (ii) Common Stock issuable upon conversion of securities or the exercise of warrants,
options or other rights in effect or outstanding, and disclosed in filings by the Company available on EDGAR or otherwise in writing
to the Agent, and (iii) Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a negotiated
transaction to vendors, customers, strategic partners or potential strategic partners, acquisition candidates or other investors
conducted in a manner so as not to be integrated with the offering of Common Stock hereby.


 


(i)         Change
of Circumstances. The Company will, at any time during the pendency of a Placement Notice advise the Agent promptly after
it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material
respect any opinion, certificate, letter or other document required to be provided to the Agent pursuant to this Agreement.


 


(j)         Due
Diligence Cooperation. The Company will cooperate with any reasonable due diligence review conducted by the Agent or its representatives
in connection with the transactions contemplated hereby, including, without limitation, providing information and making available
documents and senior corporate officers, during regular business hours and at the Company’s principal offices, as the Agent
may reasonably request.



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(k)          Required
Filings Relating to Placement of Placement Shares. The Company agrees that on such dates as the Securities Act shall require,
the Company will (i) file a prospectus supplement with the Commission under the applicable paragraph of Rule 424(b) under
the Securities Act, which prospectus supplement will set forth, within the relevant period, the amount of Placement Shares sold
through the Agent, the Net Proceeds to the Company and the compensation payable by the Company to the Agent with respect to such
Placement Shares, and (ii) deliver such number of copies of each such prospectus supplement to each exchange or market on
which such sales were effected as may be required by the rules or regulations of such exchange or market.


 


(l)           Representation
Dates; Certificate. On the date of this Agreement and within five (5) trading days of each time the Company (each date
of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation
Date”):


 


(i)         files
the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to
an offering of securities other than the Placement Shares), the Registration Statement or the Prospectus relating to the Placement
Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference
into the Registration Statement or the Prospectus relating to the Placement Shares;


 


(ii)        files
an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a
material amendment to the previously filed Form 10-K);


 


(iii)       files
a quarterly report on Form 10-Q under the Exchange Act; or


 


(iv)       files
a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to
Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification
of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under
the Exchange Act; the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably
determines that the information contained in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit
7(l) (the “Representation Date Certificate”); provided however, if no Placement Notice is pending at such
Representation Date, then before the Company delivers a Placement Notice or the Agent sells any Placement Shares, the Company shall
provide the Agent with a Representation Date Certificate. The requirement to provide a Representation Date Certificate shall be
waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until
the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be
considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply
for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company
subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not
provide the Agent with a Representation Date Certificate, then before the Company delivers the Placement Notice or the Agent sells
any Placement Shares, the Company shall provide the Agent with a Representation Date Certificate, dated the date of the Placement
Notice.



    20


     


    


(m)          Legal
Opinion. On the date of this Agreement, the Company shall cause to be furnished to the Agent a written opinion and negative
assurance letter of Axelrod & Smith P.C. (“Company Counsel”), or other counsel satisfactory to the Agent,
in form and substance satisfactory to Agent and its counsel. Thereafter, within five (5) Trading Days of each Representation
Date with respect to which the Company is obligated to deliver a Representation Date Certificate for which no waiver is applicable,
the Company shall cause to be furnished to the Agent a negative assurance letter of Company Counsel in form and substance satisfactory
to Agent and its counsel; provided however, if no placement notice is pending at such Representation Date, then before the Company
delivers a Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with such negative assurance
letter; provided, further, that in lieu of such negative assurance letter for subsequent periodic filings under the Exchange Act,
counsel may furnish the Agent with a letter (a “Reliance Letter”) to the effect that the Agent may rely on
a prior negative assurance letter delivered under this Section 7(m) to the same extent as if it were dated the date of such
letter (except that statements in such prior negative assurance letter shall be deemed to relate to the Registration Statement
and the Prospectus as amended or supplemented as of the date of the Reliance Letter).


 


(n)           Comfort
Letter. (1) On the date of this Agreement and (2) within five (5) Trading Days of each Representation Date
on which the Company files its annual report on Form 10-K, as contemplated by Section 7(l)(ii), with respect to which the
Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l) for which no waiver is applicable,
the Company shall cause its independent accountants to furnish the Agent letters (the “Comfort Letters”), dated
the date the Comfort Letter is delivered, which shall meet the requirements set forth in this Section 7(n); provided however,
if no placement notice is pending at such Representation Date, then before the Company delivers a Placement Notice or the Agent
sells any Placement Shares, the Company shall provide the Agent with the Comfort Letter; provided, further, that if requested
by the Agent, the Company shall cause a Comfort Letter to be furnished to the Agent within ten (10) Trading Days of the date
of occurrence of any material transaction or event, including the restatement of the Company’s financial statements. The
Comfort Letter from the Company’s independent accountants shall be in a form and substance satisfactory to the Agent, (i) confirming
that they are an independent public accounting firm within the meaning of the Securities Act and the Public Company Accounting
Oversight Board, (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information
and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered
public offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating the Initial
Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date
and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date
of such letter.


 


(o)           Market
Activities. The Company will not, directly or indirectly, (i) take any action designed to cause or result in, or that
constitutes or might reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the
Company to facilitate the sale or resale of Common Stock or (ii) sell, bid for, or purchase Common Stock, or pay anyone any
compensation for soliciting purchases of the Placement Shares other than the Agent.



    21


     


    


(p)           Investment
Company Act. The Company will conduct its affairs in such a manner so as to reasonably ensure that it will not become, at
any time prior to the termination of this Agreement, an “investment company,” as such term is defined in the Investment
Company Act.


 


(q)           No Offer
to Sell. Other than an Issuer Free Writing Prospectus approved in advance by the Company and the Agent in its capacity as
agent hereunder, neither the Agent nor the Company (including its agents and representatives, other than Agent in their capacity
as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities
Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement
Shares hereunder.


 


(r)            Sarbanes-Oxley
Act. The Company will maintain and keep accurate books and records reflecting its assets and maintain internal accounting
controls in a manner designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with GAAP and including those policies and procedures that (i) pertain
to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the
assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit the preparation
of the Company’s consolidated financial statements in accordance with GAAP, (iii) that receipts and expenditures of
the Company are being made only in accordance with management’s and the Company’s directors’ authorization,
and (iv) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition
of the Company’s assets that could have a material effect on its financial statements. The Company will use commercially
reasonable efforts to maintain such controls and other procedures, including, without limitation, those required by Sections 302
and 906 of the Sarbanes-Oxley Act, and the applicable regulations thereunder that are designed to ensure that information required
to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized
and reported, within the time periods specified in the Commission’s rules and forms, including, without limitation, controls
and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits
under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive officer
and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required
disclosure and to ensure that material information relating to the Company is made known to it by others within the Company, particularly
during the period in which such periodic reports are being prepared.



    22


     


    


8.            Payment
of Expenses. The Company will pay all expenses incident to the performance of its obligations under this Agreement, including
(i) the preparation, filing, including any fees required by the Commission, and printing of the Registration Statement (including
financial statements and exhibits) as originally filed and of each amendment and supplement thereto, in such number as the Agent
shall deem necessary, (ii) the printing and delivery to the Agent of this Agreement and such other documents as may be required
in connection with the offering, purchase, sale, issuance or delivery of the Placement Shares, (iii) the preparation, issuance
and delivery of the certificates, if any, for the Placement Shares to the Agent, including any stock or other transfer taxes and
any capital duties, stamp duties or other duties or taxes payable upon the sale, issuance or delivery of the Placement Shares
to the Agent, (iv) the fees and disbursements of the counsel, accountants and other advisors to the Company, (v) the
reasonable out-of-pocket expenses of Agent, including fees and disbursements of counsel to the Agent up to $50,000 (which amount
shall include all fees and disbursements of such counsel described in clause (ix) below), (vi) the printing and delivery
to the Agent of copies of any Permitted Issuer Free Writing Prospectus (defined below) and the Prospectus and any amendments or
supplements thereto in such number as the Agent shall deem necessary, (vii) the preparation, printing and delivery to the
Agent of copies of the blue sky survey and any Canadian “wrapper” and any supplements thereto, in such number as the
Agent shall deem necessary, (viii) the fees and expenses of the transfer agent and registrar for the Common Stock, (ix) the
fees and expenses incident to any review by FINRA of the terms of the sale of the Placement Shares, including fees and expenses
of counsel to the Agent, and (x) the fees and expenses incurred in connection with the listing of the Placement Shares on
the Exchange.


 


9.            Conditions
to Agent’s Obligations. The obligations of the Agent hereunder with respect to a Placement will be subject to the continuing
accuracy and completeness of the representations and warranties made by the Company herein, to the due performance by the Company
of its obligations hereunder, to the completion by the Agent of a due diligence review satisfactory to it in its reasonable judgment,
and to the continuing satisfaction (or waiver by the Agent in its sole discretion) of the following additional conditions:


 


(a)       Registration
Statement Effective. The Registration Statement shall have become effective and shall be available for the sale of all Placement
Shares contemplated to be issued by any Placement Notice.


 


(b)       No Material
Notices. None of the following events shall have occurred and be continuing: (i) receipt by the Company of any request
for additional information from the Commission or any other federal or state governmental authority during the period of effectiveness
of the Registration Statement, the response to which would require any post-effective amendments or supplements to the Registration
Statement or the Prospectus; (ii) the issuance by the Commission or any other federal or state governmental authority of
any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose;
(iii) receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification
of any of the Placement Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose;
or (iv) the occurrence of any event that makes any material statement made in the Registration Statement or the Prospectus
or any material document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that
requires the making of any changes in the Registration Statement, the Prospectus or documents so that, in the case of the Registration
Statement, it will not contain any materially untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein not misleading and, that in the case of the Prospectus, it will
not contain any materially untrue statement of a material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.



    23


     


    


(c)       No Misstatement
or Material Omission. Agent shall not have advised the Company that the Registration Statement or Prospectus, or any amendment
or supplement thereto, contains an untrue statement of fact that in the Agent’s reasonable opinion is material, or omits
to state a fact that in the Agent’s reasonable opinion is material and is required to be stated therein or is necessary
to make the statements therein not misleading.


 


(d)       Material
Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission,
there shall not have been any material adverse change, on a consolidated basis, in the authorized capital stock of the Company
or any Material Adverse Effect, or any development that could reasonably be expected to cause a Material Adverse Effect, or a
downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset backed securities)
by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating
of any of the Company’s securities (other than asset backed securities), the effect of which, in the case of any such action
by a rating organization described above, in the reasonable judgment of the Agent (without relieving the Company of any obligation
or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of
the Placement Shares on the terms and in the manner contemplated in the Prospectus.


 


(e)       Representation
Certificate. The Agent shall have received the certificate required to be delivered pursuant to Section 7(l) on or before
the date on which delivery of such certificate is required pursuant to Section 7(l).


 


(f)       Legal
Opinion. The Agent shall have received the opinions of Company Counsel required to be delivered pursuant to Section 7(m)
on or before the date on which such delivery of such opinion is required pursuant to Section 7(m).


 


(g)       Comfort
Letter. The Agent shall have received the Comfort Letter required to be delivered pursuant to Section 7(n) on or before
the date on which such delivery of such Comfort Letter is required pursuant to Section 7(n).


 


(h)       Secretary’s
Certificate. On the date of this Agreement, the Agent shall have received a certificate, signed on behalf of the Company by
its corporate Secretary, in form and substance satisfactory to the Agent and its counsel.


 


(i)        No Suspension.
Trading in the Common Stock shall not have been suspended on the Exchange, and the Common Stock shall not have been delisted from
the Exchange.


 


(j)        Other
Materials. On each date on which the Company is required to deliver a certificate pursuant to Section 7(l), the Company
shall have furnished to the Agent such appropriate further information, certificates and documents as the Agent may reasonably
request. All such opinions, certificates, letters and other documents will be in compliance with the provisions hereof. The Company
will furnish the Agent with such conformed copies of such opinions, certificates, letters and other documents as the Agent shall
reasonably request.



    24


     


    


(k)          Securities
Act Filings Made. All filings with the Commission required by Rule 424 under the Securities Act to have been filed prior to
the issuance of any Placement Notice hereunder shall have been made within the applicable time period prescribed for such filing
by Rule 424.


 


(l)           Approval
for Listing. The Placement Shares shall either have been approved for listing quotation on the Exchange, subject only to notice
of issuance, or the Company shall have filed an application for listing quotation of the Placement Shares on the Exchange at,
or prior to, the issuance of any Placement Notice.


 


(m)         No Termination
Event. There shall not have occurred any event that would permit the Agent to terminate this Agreement pursuant to Section 12(a).


 


10.          Indemnification
and Contribution.


 


(a)          Company
Indemnification. The Company agrees to indemnify and hold harmless the Agent, its partners, members, directors, officers,
employees and agents and each person, if any, who controls the Agent within the meaning of Section 15 of the Securities Act
or Section 20 of the Exchange Act as follows:


 


(i)         against
any and all loss, liability, claim, damage and expense whatsoever, as incurred, joint or several, arising out of or based upon
any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment
thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make
the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included
in any related Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged
omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under
which they were made, not misleading;


 


(ii)        against
any and all loss, liability, claim, damage and expense whatsoever, as incurred, joint or several, to the extent of the aggregate
amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced
or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement
or omission; provided that (subject to Section 10(d) below) any such settlement is effected with the written consent of the
Agent, which consent shall not unreasonably be delayed or withheld; and


 


(iii)       against
any and all expense whatsoever, as incurred (including the fees and disbursements of counsel), reasonably incurred in investigating,
preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced
or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement
or omission, to the extent that any such expense is not paid under (i) or (ii) above, provided, however,
that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any
untrue statement or omission or alleged untrue statement or omission made solely in reliance upon and in conformity with written
information furnished to the Company by the Agent expressly for use in the Registration Statement (or any amendment thereto),
or in any related Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto).




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(b)       Agent
Indemnification. Agent agrees to indemnify and hold harmless the Company and its directors and each officer of the Company
who signed the Registration Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15
of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the
Company against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 10(a),
as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration
Statement (or any amendments thereto) or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity
with information relating to the Agent and furnished to the Company in writing by the Agent expressly for use therein.


 


(c)       Procedure.
Any party that proposes to assert the right to be indemnified under this Section 10 will, promptly after receipt of notice
of commencement of any action against such party in respect of which a claim is to be made against an indemnifying party or parties
under this Section 10, notify each such indemnifying party of the commencement of such action, enclosing a copy of all papers
served, but the omission so to notify such indemnifying party will not relieve the indemnifying party from (i) any liability
that it might have to any indemnified party otherwise than under this Section 10 and (ii) any liability that it may
have to any indemnified party under the foregoing provision of this Section 10 unless, and only to the extent that, such
omission results in the forfeiture of substantive rights or defenses by the indemnifying party. If any such action is brought
against any indemnified party and it notifies the indemnifying party of its commencement, the indemnifying party will be entitled
to participate in and, to the extent that it elects by delivering written notice to the indemnified party promptly after receiving
notice of the commencement of the action from the indemnified party, jointly with any other indemnifying party similarly notified,
to assume the defense of the action, with counsel reasonably satisfactory to the indemnified party, and after notice from the
indemnifying party to the indemnified party of its election to assume the defense, the indemnifying party will not be liable to
the indemnified party for any legal or other expenses except as provided below and except for the reasonable costs of investigation
subsequently incurred by the indemnified party in connection with the defense. The indemnified party will have the right to employ
its own counsel in any such action, but the fees, expenses and other charges of such counsel will be at the expense of such indemnified
party unless (1) the employment of counsel by the indemnified party has been authorized in writing by the indemnifying party,
(2) the indemnified party has reasonably concluded (based on written advice of counsel) that there may be legal defenses
available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party,
(3) a conflict or potential conflict exists (based on written advice of counsel to the indemnified party) between the indemnified
party and the indemnifying party (in which case the indemnifying party will not have the right to direct the defense of such action
on behalf of the indemnified party) or (4) the indemnifying party has not in fact employed counsel to assume the defense
of such action within a reasonable time after receiving notice of the commencement of the action, in each of which cases the reasonable
fees, disbursements and other charges of counsel will be at the expense of the indemnifying party or parties. It is understood
that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction,
be liable for the reasonable fees, disbursements and other charges of more than one separate firm admitted to practice in such
jurisdiction at any one time for all such indemnified party or parties. All such fees, disbursements and other charges will be
reimbursed by the indemnifying party promptly after the indemnifying party receives a written invoice relating to fees, disbursements
and other charges in reasonable detail. An indemnifying party will not, in any event, be liable for any settlement of any action
or claim effected without its written consent. No indemnifying party shall, without the prior written consent of each indemnified
party, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating
to the matters contemplated by this Section 10 (whether or not any indemnified party is a party thereto), unless such settlement,
compromise or consent (1) includes an unconditional release of each indemnified party from all liability arising out of such
litigation, investigation, proceeding or claim and (2) does not include a statement as to or an admission of fault, culpability
or a failure to act by or on behalf of any indemnified party.




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(d)       Contribution.
In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in the foregoing
paragraphs of this Section 10 is applicable in accordance with its terms but for any reason is held to be unavailable from
the Company or the Agent, the Company and the Agent will contribute to the total losses, claims, liabilities, expenses and damages
(including any investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement
of, any action, suit or proceeding or any claim asserted, but after deducting any contribution received by the Company from persons
other than the Agent, such as persons who control the Company within the meaning of the Securities Act, officers of the Company
who signed the Registration Statement and directors of the Company, who also may be liable for contribution) to which the Company
and the Agent may be subject in such proportion as shall be appropriate to reflect the relative benefits received by the Company
on the one hand and the Agent on the other hand. The relative benefits received by the Company on the one hand and the Agent on
the other hand shall be deemed to be in the same proportion as the total net proceeds from the sale of the Placement Shares (before
deducting expenses) received by the Company bear to the total compensation received by the Agent (before deducting expenses) from
the sale of Placement Shares on behalf of the Company. If, but only if, the allocation provided by the foregoing sentence is not
permitted by applicable law, the allocation of contribution shall be made in such proportion as is appropriate to reflect not
only the relative benefits referred to in the foregoing sentence but also the relative fault of the Company, on the one hand,
and the Agent, on the other hand, with respect to the statements or omission that resulted in such loss, claim, liability, expense
or damage, or action in respect thereof, as well as any other relevant equitable considerations with respect to such offering.
Such relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of
a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or the
Agent, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such
statement or omission. The Company and the Agent agree that it would not be just and equitable if contributions pursuant to this
Section 10(d) were to be determined by pro rata allocation or by any other method of allocation that does not take into account
the equitable considerations referred to herein. The amount paid or payable by an indemnified party as a result of the loss, claim,
liability, expense, or damage, or action in respect thereof, referred to above in this Section 10(d) shall be deemed to include,
for the purpose of this Section 10(d), any legal or other expenses reasonably incurred by such indemnified party in connection
with investigating or defending any such action or claim to the extent consistent with Section 10(c) hereof. Notwithstanding
the foregoing provisions of this Section 10(d), the Agent shall not be required to contribute any amount in excess of the
commissions received by it under this Agreement and no person found guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) will be entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. For purposes of this Section 10(d), any person who controls a party to this Agreement within the meaning
of the Securities Act, and any officers, directors, partners, employees or agents of the Agent, will have the same rights to contribution
as that party, and each officer of the Company who signed the Registration Statement will have the same rights to contribution
as the Company, subject in each case to the provisions hereof. Any party entitled to contribution, promptly after receipt of notice
of commencement of any action against such party in respect of which a claim for contribution may be made under this Section 10(d),
will notify any such party or parties from whom contribution may be sought, but the omission to so notify will not relieve that
party or parties from whom contribution may be sought from any other obligation it or they may have under this Section 10(d)
except to the extent that the failure to so notify such other party materially prejudiced the substantive rights or defenses of
the party from whom contribution is sought. Except for a settlement entered into pursuant to the last sentence of Section 10(c)
hereof, no party will be liable for contribution with respect to any action or claim settled without its written consent if such
consent is required pursuant to Section 10(c) hereof.



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11.          Additional
Covenants.


 


(a)       Representations
and Covenants of the Agent. The Agent represents and warrants that it is duly registered as a broker-dealer under FINRA, the
Exchange Act and the applicable statutes and regulations of each state in which the Placement Shares will be offered and sold,
except such states in which the Agent is exempt from registration or such registration is not otherwise required. The Agent shall
continue, for the term of this Agreement, to be duly registered as a broker-dealer under FINRA, the Exchange Act and the applicable
statutes and regulations of each state in which the Placement Shares will be offered and sold, except such states in which the
Agent is exempt from registration or such registration is not otherwise required, during the term of this Agreement. The Agent
shall comply with all applicable law and regulations in connection with the transactions contemplated by this Agreement, including
the issuance and sale through the Agent of the Placement Shares.


 


(b)       Representations
and Agreements to Survive Delivery. The indemnity and contribution agreements contained in Section 10 of this Agreement
and all representations and warranties of the Company herein or in certificates delivered pursuant hereto shall survive, as of
their respective dates, regardless of (i) any investigation made by or on behalf of the Agent, any controlling persons, or
the Company (or any of their respective officers, directors or controlling persons), (ii) delivery and acceptance of the
Placement Shares and payment therefor or (iii) any termination of this Agreement.



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12.          Termination.


 


(a)       The
Agent may terminate this Agreement, by notice to the Company, as hereinafter specified at any time (1) if there has been,
since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any Material
Adverse Effect, or any development that is reasonably likely to have a Material Adverse Effect or, in the sole judgment of the
Agent, is material and adverse and makes it impractical or inadvisable to market the Placement Shares or to enforce contracts
for the sale of the Placement Shares, (2) if there has occurred any material adverse change in the financial markets in the
United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis
or any change or development involving a prospective change in national or international political, financial or economic conditions,
in each case the effect of which is such as to make it, in the judgment of the Agent, impracticable or inadvisable to market the
Placement Shares or to enforce contracts for the sale of the Placement Shares, (3) if trading in the Common Stock has been
suspended or limited by the Commission or the Exchange, or if trading generally on the Exchange has been suspended or limited,
or minimum prices for trading have been fixed on the Exchange, (4) if any suspension of trading of any securities of the
Company on any exchange or in the over-the-counter market shall have occurred and be continuing, (5) if a major disruption
of securities settlements or clearance services in the United States shall have occurred and be continuing, or (6) if a banking
moratorium has been declared by either U.S. Federal or New York authorities. Any such termination shall be without liability of
any party to any other party except that the provisions of Section 8 (Expenses), Section 10 (Indemnification), Section 11
(Survival of Representations), Section 17 (Governing Law and Time; Waiver of Jury Trial) and Section 18 (Consent to
Jurisdiction) hereof shall remain in full force and effect notwithstanding such termination. If the Agent elects to terminate
this Agreement as provided in this Section 12(a), the Agent shall provide the required notice as specified in Section 13.


 


(b)       The
Company shall have the right, by giving five (5) days’ written notice as hereinafter specified, to terminate this Agreement
in its sole discretion at any time after the date of this Agreement. Any such termination shall be without liability of any party
to any other party except that the provisions of Section 8, Section 10, Section 11, Section 17 and Section 18
hereof shall remain in full force and effect notwithstanding such termination.


 


(c)       The
Agent shall have the right, by giving five (5) days’ written notice as hereinafter specified, to terminate this Agreement
in its sole discretion at any time after the date of this Agreement. Any such termination shall be without liability of any party
to any other party except that the provisions of Section 8, Section 10, Section 11, Section 17 and Section 18
hereof shall remain in full force and effect notwithstanding such termination.


 


(d)       Unless
earlier terminated pursuant to this Section 12, this Agreement shall automatically terminate upon the issuance and sale of
all of the Placement Shares through the Agent on the terms and subject to the conditions set forth herein; provided that the provisions
of Section 8, Section 10, Section 11, Section 17 and Section 18 hereof shall remain in full force and
effect notwithstanding such termination.


 


(e)       This
Agreement shall remain in full force and effect unless terminated pursuant to Sections 12(a), (b), (c), or (d) above or otherwise
by mutual agreement of the parties; provided, however, that any such termination by mutual agreement shall in all cases be deemed
to provide that Section 8, Section 10, Section 11, Section 17 and Section 18 shall remain in full force
and effect.



    29


     


    


(f)       Any
termination of this Agreement shall be effective on the date specified in such notice of termination; provided, however, that
such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent or the
Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of Placement Shares, such
Placement Shares shall settle in accordance with the provisions of this Agreement.


 


(g)       Subject
to the additional limitations set forth in Section 8 of this Agreement, in the event of termination of this Agreement prior
to the sale of any Placement Shares, the Agent shall be entitled only to reimbursement of its out-of-pocket expenses actually
incurred.


 


13.          Notices.
All notices or other communications required or permitted to be given by any party to any other party pursuant to the terms of
this Agreement shall be in writing, unless otherwise specified, and if sent to the Agent, shall be delivered to:


 


Roth
Capital Partners, LLC


888
San Clemente


Newport
Beach, California 92660


Fax
No.: (949) 720-7227


Attention:
Managing Director


 


and


 


K&L
Gates LLP


1
Park Plaza, Twelfth Floor


Irvine,
California 92614


Attention:
Michael A. Hedge


E-mail:
michael.hedge@klgates.com


 


and
if to the Company, shall be delivered to:


 


Torchlight
Energy Resources, Inc.


5700
W. Plano Parkway, No. 3600


Plano,
Texas 75093


Attention:
John A. Brda


E-mail:
john@torchlightenergy.com


 


with
a copy to:


 


Axelrod
& Smith P.C.


5300
Memorial Drive, Suite 1000


Houston,
Texas 77007


Attention:
Robert D. Axelrod


E-mail:
rdaxel@asklawhou.com



    30


     


    


Each
party to this Agreement may change such address for notices by sending to the parties to this Agreement written notice of a new
address for such purpose. Each such notice or other communication shall be deemed given (i) when delivered personally or
by verifiable facsimile transmission (with an original to follow) on or before 4:30 p.m., New York City time, on a Business
Day or, if such day is not a Business Day, on the next succeeding Business Day, (ii) on the next Business Day after timely
delivery to a nationally-recognized overnight courier and (iii) on the Business Day actually received if deposited in the
U.S. mail (certified or registered mail, return receipt requested, postage prepaid).


 


An
electronic communication (“Electronic Notice”) shall be deemed written notice for purposes of this Section 13
if sent to the electronic mail address specified by the receiving party under separate cover. Electronic Notice shall be deemed
received at the time the party sending Electronic Notice receives verification of receipt by the receiving party. Any party receiving
Electronic Notice may request and shall be entitled to receive the notice on paper, in a nonelectronic form (“Nonelectronic
Notice”) which shall be sent to the requesting party within ten (10) days of receipt of the written request for
Nonelectronic Notice.


 


14.       Successors
and Assigns. This Agreement shall inure to the benefit of and be binding upon the Company and the Agent and their respective
successors and the affiliates, controlling persons, officers and directors referred to in Section 10 hereof. References to
any of the parties contained in this Agreement shall be deemed to include the successors and permitted assigns of such party.
Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective
successors and permitted assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except
as expressly provided in this Agreement. Neither party may assign its rights or obligations under this Agreement without the prior
written consent of the other party; provided, however, that the Agent may assign its rights and obligations hereunder to an affiliate
thereof without obtaining the Company’s consent.


 


15.       Adjustments
for Stock Splits. The parties acknowledge and agree that all share-related numbers contained in this Agreement shall be adjusted
to take into account any stock split, stock dividend or similar event effected with respect to the Placement Shares.


 


16.       Entire
Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices
issued pursuant hereto) constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings,
both written and oral, among the parties hereto with regard to the subject matter hereof. Neither this Agreement nor any term
hereof may be amended except pursuant to a written instrument executed by the Company and the Agent. In the event that any one
or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable
as written by a court of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible
extent that it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed as if
such invalid, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to
such provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of the parties as reflected
in this Agreement.



    31


     


    


17.       GOVERNING
LAW AND TIME; WAIVER OF JURY TRIAL. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS. SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME. THE
COMPANY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY
LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


18.       CONSENT
TO JURISDICTION. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS
SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH ANY
TRANSACTION CONTEMPLATED HEREBY, AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY
CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT, THAT SUCH SUIT, ACTION OR PROCEEDING IS BROUGHT
IN AN INCONVENIENT FORUM OR THAT THE VENUE OF SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER. EACH PARTY HEREBY IRREVOCABLY WAIVES
PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF
(CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED) TO SUCH PARTY AT THE ADDRESS IN EFFECT FOR NOTICES TO IT UNDER THIS AGREEMENT
AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN
SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW.


 


19.       Use
of Information. The Agent may not use any information gained in connection with this Agreement and the transactions contemplated
by this Agreement, including due diligence, to advise any party with respect to transactions not expressly approved by the Company.


 


20.       Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument. Delivery of an executed Agreement by one party to the other may be made by facsimile
transmission.


 


21.       Effect
of Headings. The section and Exhibit headings herein are for convenience only and shall not affect the construction hereof.


 


22.       Permitted
Free Writing Prospectuses.


 


The
Company represents, warrants and agrees that, unless it obtains the prior consent of the Agent, and the Agent represents, warrants
and agrees that, unless it obtains the prior consent of the Company, it has not made and will not make any offer relating to the
Placement Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing
prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented
to by the Agent or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.”
The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as
an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements
of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required,
legending and record keeping.



    32


     


    


23.          Absence
of Fiduciary Relationship.


 


The
Company acknowledges and agrees that:


 


(a)       The
Agent is acting solely as agent in connection with the public offering of the Placement Shares and in connection with each transaction
contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between
the Company or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party,
on the one hand, and the Agent, on the other hand, has been or will be created in respect of any of the transactions contemplated
by this Agreement, irrespective of whether or not the Agent has advised or is advising the Company on other matters, and the Agent
has no obligation to the Company with respect to the transactions contemplated by this Agreement except the obligations expressly
set forth in this Agreement;


 


(b)       it
is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated
by this Agreement;


 


(c)       the
Agent has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement
and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate;


 


(d)       it
is aware that the Agent and its affiliates are engaged in a broad range of transactions which may involve interests that differ
from those of the Company and the Agent has no obligation to disclose such interests and transactions to the Company by virtue
of any fiduciary, advisory or agency relationship or otherwise; and


 


(e)       it
waives, to the fullest extent permitted by law, any claims it may have against the Agent for breach of fiduciary duty or alleged
breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that the Agent shall
not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty
claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, employees or creditors
of Company, other than in respect of the Agent’s obligations under this Agreement and to keep information provided by the
Company to the Agent and the Agent’s counsel confidential to the extent not otherwise publicly-available.


 


24.          Definitions.


 


As
used in this Agreement, the following terms have the respective meanings set forth below:



    33


     


    


“Applicable
Time” means (i) each Representation Date, (ii) the time of each sale of any Placement Shares pursuant to this
Agreement, and (iii) each Settlement Date.


 


“Business
Day” shall mean any day on which the Exchange and commercial banks in the City of New York are open for business.


 


“Issuer
Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433, relating
to the Placement Shares that (1) is required to be filed with the Commission by the Company, (2) is a “road show”
that is a “written communication” within the meaning of Rule 433(d)(8)(i) whether or not required to be filed
with the Commission, or (3) is exempt from filing pursuant to Rule 433(d)(5)(i) because it contains a description of
the Placement Shares or of the offering that does not reflect the final terms, in each case in the form filed or required to be
filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule
433(g) under the Securities Act.


 


“Rule
172,” “Rule 405,” “Rule 415,” “Rule 424,” “Rule 424(b),”
“Rule 430B,” and “Rule 433” refer to such rules under the Securities Act.


 


“Trading
Day” means any day on which shares of Common Stock are purchased and sold on the Exchange.


 


All
references in this Agreement to financial statements and schedules and other information that is “contained,” “included”
or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed
to mean and include all such financial statements and schedules and other information that is incorporated by reference in the
Registration Statement or the Prospectus, as the case may be.


 


All
references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing
shall be deemed to include the copy filed with the Commission pursuant to EDGAR; all references in this Agreement to any Issuer
Free Writing Prospectus (other than any Issuer Free Writing Prospectuses that, pursuant to Rule 433, are not required to
be filed with the Commission) shall be deemed to include the copy thereof filed with the Commission pursuant to EDGAR; and all
references in this Agreement to “supplements” to the Prospectus shall include, without limitation, any supplements,
“wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement
Shares by the Agent outside of the United States.




    34


     


    

If
the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided
below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the Agent.


 


	 	Very
    truly yours,
	 	 
	 	TORCHLIGHT
    ENERGY RESOURCES, INC.
	 	 
	 	By: 	/s/
    John A. Brda
	 	 	Name:
    John A. Brda
	 	 	Title:
    Chief Executive Officer, President and Secretary


 


	ACCEPTED
    as of the date first-above written:	 
	 	 	 
	ROTH
    CAPITAL PARTNERS, LLC	 
	 	 	 
	By:	/s/ Alexander G. Montano	 
	 	Name:
    Alexander G. Montano	 
	 	Title: Managing Director

                                                          

                                                          

                                                          

                                                          

                                                          

                                                          

                                                          
	 






    [Signature
                                         Page to Amended and Restated Sales Agreement]


     


    

Schedule
1


 


	 	 	 
	FORM
    OF PLACEMENT NOTICE
	 	 	 


 


	From:	TORCHLIGHT
    ENERGY RESOURCES, INC.
	 	 
	To:	ROTH
    CAPITAL PARTNERS, LLC
	 	 
	Attention:	RothECM@roth.com
	 	 
	 	Energy@roth.com
	 	 
	 	Alexander
    G. Montano
	 	amontano@roth.com
	 	 
	 	Otilia
    Chen
	 	tchen@roth.com
	 	 
	 	Dustin
    Cabrera
	 	dcabrera@roth.com
	 	 
	 	Hue
    X. Irvine
	 	hirvine@roth.com
	 	 
	Subject:	Placement
    Notice
	 	 
	Date:	[●],
    20[●]



 


Gentlemen:


 


Pursuant
to the terms and subject to the conditions contained in the Amended and Restated Sales Agreement between Torchlight Energy
Resources, Inc., a Nevada corporation (the “Company”), and Roth Capital Partners, LLC (the
“Agent”), dated June 21, 2021, the Company hereby requests that the Agent sell up to [●] shares of the
Company’s common stock, $0.001 par value per share, at a minimum market price of $[●] per share, during the time period
beginning at [●]:00 a.m. Eastern time on [●], 20[●], and ending [●]:00 p.m. Eastern time on
[●], 20[●].




     


     


    

Schedule
2


 


	 	 	 
	Compensation
	 	 	 


 


The
Company shall pay to the Agent in cash, upon each sale of Placement Shares pursuant to this Agreement, an amount equal to 3% of
the gross proceeds from each sale of Placement Shares.


 


 


 


 


 




     


     


    

Schedule
3


 


	 	 	 
	Notice
    Parties
	 	 	 


 


The
Company


 


John
A. Brda, Chief Executive Officer, President and Secretary


john@torchlightenergy.com


 


Roger
N. Wurtele, Chief Financial Officer


roger@torchlightenergy.com


 


The
Agent


 


RothECM@roth.com


 


Energy@roth.com


 


Alexander
G. Montano


amontano@roth.com


 


Otilia
Chen


tchen@roth.com


 


Dustin
Cabrera


dcabrera@roth.com


 


Hue
X. Irvine


hirvine@roth.com




     


     


    

EXHIBIT 7(l)


 


Form
of Representation Date Certificate


 


[●],
20[●]


 


This
Representation Date Certificate (this “Certificate”) is executed and delivered in connection with Section 7(l) of
the Amended and Restated Sales Agreement (the “Agreement”), dated June 21, 2021, and entered into between
Torchlight Energy Resources, Inc., a Nevada corporation (the “Company”), and Roth Capital Partners, LLC. All
capitalized terms used but not defined herein shall have the meanings given to such terms in the Agreement.


 


The
undersigned, a duly appointed and authorized officer of the Company, having made all necessary inquiries to establish the accuracy
of the statements below and having been authorized by the Company to execute this certificate, hereby certifies as follows:


 


1.       As
of the date of this Certificate: (i) the Registration Statement does not contain any untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; (ii)
neither the Registration Statement nor the Prospectus contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which
they were made, not misleading; and (iii) no event has occurred as a result of which it is necessary to amend or supplement the
Prospectus in order to make the statements therein not untrue or misleading.


 


2.       Each
of the representations and warranties of the Company contained in the Agreement were, when originally made, and are, as of the
date of this Certificate, true and correct in all material respects.


 


3.       Each
of the covenants required to be performed by the Company in the Agreement on or prior to the date of the Agreement, this Representation
Date, and each such other date as set forth in the Agreement, has been duly, timely and fully performed in all material respects
and each condition required to be complied with by the Company on or prior to the date of the Agreement, this Representation Date,
and each such other date as set forth in the Agreement or in the Waivers has been duly, timely and fully complied with in all
material respects.


 


4.       Subsequent
to the date of the most recent financial statements in the Prospectus, there has been no Material Adverse Effect.


 


5.       No
stop order suspending the effectiveness of the Registration Statement or of any part thereof has been issued, and no proceedings
for that purpose have been instituted or are pending or threatened by any securities or other governmental authority (including,
without limitation, the Commission).



     


     


    


The
undersigned has executed this Representation Date Certificate as of the date first written above.


 


	 	TORCHLIGHT
    ENERGY RESOURCES, INC.
	 	 	 
	 	By:	 
	 	 	Name:
    
	 	 	Title:



 


 


 


 


 


 


 


 


 


 


 





[Signature page to Representation Date Certificate]