Blueprint









 






EXHIBIT
4.2





 


 



THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “1933 ACT”), OR APPLICABLE STATE SECURITIES LAWS
AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
FOR SUCH SECURITIES UNDER THE 1933 ACT, OR AN OPINION OF COUNSEL,
SATISFACTORY TO THE ISSUER HEREOF, TO THE EFFECT THAT REGISTRATION
IS NOT REQUIRED UNDER THE 1933 ACT AS SOME OTHER EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE 1933 ACT AND APPLICABLE LAWS IS
AVAILABLE.


 


WARRANT
TO PURCHASE


COMMON
STOCK OF


TORCHLIGHT
ENERGY RESOURCES, INC.


 


 


	


Date of Issuance: July ___,
2019                                                                                                 

	


Warrant No. E-______









This
certifies that, for value received, TORCHLIGHT ENERGY RESOURCES,
INC., a Nevada corporation (the “Company”), grants
__________, an _________ or ____ registered assigns (the
“Registered Holder”), the right to subscribe for and
purchase from the Company, at the Exercise Price (as defined
herein), from and after 9:00 a.m. Central Standard Time on July
____, 2019 (the “Exercise Date”) and to and including
5:00 p.m., Central Standard Time, on July ____, 2022 (the
“Expiration Date”), _________________________ shares,
as such number of shares may be adjusted from time to time as
described herein (the “Warrant Shares”), of the
Company’s common stock, par value $.001 per share (the
“Common Stock”), subject to the provisions and upon the
terms and conditions herein set forth. The “Exercise
Price” per share of Common Stock will be $1.35 per
share.


 


This
Warrant is issued in connection with the issuance to the Registered
Holder of an 8% Unsecured Convertible Promissory Note and in
connection with that certain Subscription Agreement between the
Company and the Registered Holder dated as of July ____, 2019 (the
“Subscription
Agreement”). The Registered Holder of this Warrant is
subject to the terms and conditions set forth in the Subscription
Agreement.


 

Section
1.         
Recordation on Books of the
Company. The Company shall record this Warrant, upon records
to be maintained by the Company for that purpose (the
“Warrant
Records”), in the name of the Registered Holder. The
Company may deem and treat the Registered Holder as the absolute
owner of this Warrant for the purpose of any exercise hereof or any
distribution to the Registered Holder.


 

Section
2.         
Registration of Transfers and Exchanges.


 

(a)           
Subject to Section 9 hereof, the Company shall register the
transfer of this Warrant, in whole or in part, upon records to be
maintained by the Company for that purpose, upon surrender of this
Warrant, with the Form of Assignment attached hereto completed and
duly endorsed by the Registered Holder, to the Company at the
office specified in or pursuant to Section 3(b). Upon any such
registration of transfer, a new Warrant, in substantially the form
of this Warrant, evidencing the Common Stock purchase rights so
transferred shall be issued to the transferee and a new Warrant, in
similar form, evidencing the remaining Common Stock purchase rights
not so transferred, if any, shall be issued to the Registered
Holder.


 



 

Warrant
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(b)           
This Warrant is exchangeable, upon the surrender hereof by the
Registered Holder at the office of the Company specified in or
pursuant to Section 3(b) hereof, for new Warrants, in substantially
the form of this Warrant evidencing, in the aggregate, the right to
purchase the number of Warrant Shares which may then be purchased
hereunder, each of such new Warrants to be dated the date of such
exchange and to represent the right to purchase such number of
Warrant Shares as shall be designated by the Registered Holder at
the time of such surrender.


 


Section
3.          Duration
and Exercise of this Warrant.


 

(a)           
This Warrant shall be exercisable by the Registered Holder as to
the Warrant Shares at any time during the period commencing on the
Exercise Date and ending on the Expiration Date. At 5:00 p.m.,
Central Standard Time, on the Expiration Date, this Warrant, to the
extent not previously exercised, shall become void and of no
further force or effect.


 

(b)           
Subject to Section 7 hereof, upon exercise or surrender of this
Warrant, with the Form of Election to Purchase attached hereto
completed and duly endorsed by the Registered Holder, to the
Company at 5700 W. Plano Parkway, Suite 3600, Plano, Texas 75093,
Attention: John Brda, President, or at such other address as the
Company may specify in writing to the Registered Holder, and upon
payment of the Exercise Price multiplied by the number of Warrant
Shares then issuable upon exercise of this Warrant in lawful money
of the United States of America, all as specified by the Registered
Holder in the Form of Election to Purchase, the Company shall
promptly issue and cause to be delivered to or upon the written
order of the Registered Holder, and in such name or names as the
Registered Holder may designate, a certificate for the Warrant
Shares issued upon such exercise. Any person so designated in the
Form of Election to Purchase, duly endorsed by the Registered
Holder, as the person to be named on the certificates for the
Warrant Shares, shall be deemed to have become holder of record of
such Warrant Shares, evidenced by such certificates, as of the Date
of Exercise (as hereinafter defined) of such Warrant.


 

(c)           
The Registered Holder may pay the applicable Exercise Price
pursuant to Section 3(b), at the option of the Registered Holder,
either (i) by cashier’s or certified bank check payable to
the Company, or (ii) by wire transfer of immediately available
funds to the account which shall be indicated in writing by the
Company to the Registered Holder, in either case, in an amount
equal to the product of the Exercise Price multiplied by the number
of Warrant Shares being purchased upon such exercise (the
“Aggregate Exercise
Price”).


 

(d)           
The “Date of
Exercise” of any Warrant means the date on which the
Company shall have received (i) this Warrant, with the Form of
Election to Purchase attached hereto appropriately completed and
duly endorsed, and (ii) payment of the Aggregate Exercise Price as
provided herein.


 

(e)           
This Warrant will be exercisable either in its entirety or, from
time to time, for part, only of the number of Warrant Shares which
are issuable hereunder. If this Warrant shall have been exercised
only in part, the Company shall, at the time of delivery of the
certificates for the Warrant Shares issued pursuant to such
exercise, deliver to the Registered Holder a new Warrant evidencing
the rights to purchase the remaining Warrant Shares, which Warrant
shall be substantially in the form of this Warrant.

 



 

Warrant
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Section
4.            
Payment of Expenses. The
Company will pay all expenses (other than any federal or state
taxes, including without limitation income taxes, or similar
obligations of the Registered Holder) attributable to the
preparation, execution, issuance and delivery of this Warrant, any
new Warrant and the Warrant Shares.


 

Section
5.            
Mutilated or Missing Warrant
Certificate. If this Warrant is mutilated, lost, stolen or
destroyed, upon request by the Registered Holder, the Company will
issue, in exchange for and upon cancellation of the mutilated
Warrant, or in substitution for the lost, stolen or destroyed
Warrant, a substitute Warrant, in substantially the form of this
Warrant, of like tenor, but, in the case of loss, theft or
destruction, only upon receipt of evidence reasonably satisfactory
to the Company of such loss, theft or destruction of this Warrant
and, if requested by the Company, indemnity also reasonably
satisfactory to it.


 

Section
6.             
Reservation, Listing and Issuance of Warrant Shares.


 

(a)           
The Company will at all times have authorized, and reserve and keep
available, free from preemptive rights, for the purpose of enabling
it to satisfy any obligation to issue Warrant Shares upon the
exercise of the rights represented by this Warrant, the number of
Warrant Shares deliverable upon exercise of this Warrant. The
Company will, at its expense, use it best efforts to cause such
shares to be included in or listed on (subject to issuance or
notice of issuance of Warrant Shares) all markets or stock
exchanges in or on which the Common Stock is included or listed not
later than the date on which the Common Stock is first included or
listed on any such market or exchange and will thereafter maintain
such inclusion or listing of all shares of Common Stock from time
to time issuable upon exercise of this Warrant.


 

(b)           
Before taking any action which could cause an adjustment pursuant
to Section 7 hereof reducing the Exercise Price below the par value
of the Warrant Shares, the Company will take any corporate action
which may be necessary in order that the Company may validly and
legally issue at the Exercise Price, as so adjusted, Warrant Shares
that are fully paid and non-assessable.


 

(c)           
The Company covenants that all Warrant Shares will, upon issuance
in accordance with the terms of this Warrant, be (i) duly
authorized, fully paid and nonassessable, and (ii) free from all
liens, charges and security interests.


 

Section
7.           
Adjustment of Number of Warrant Shares.


 

(a)           
The number of Warrant Shares to be purchased upon exercise hereof
is subject to change or adjustment from time to time as hereinafter
provided:


 


(i) 
Stock Dividends; Stock Splits; Reverse
Stock Splits; Reclassifications. In case the Company shall
(a) pay a dividend with respect to its Common Stock in shares of
capital stock, (b) subdivide its outstanding shares of Common
Stock, (c) combine its outstanding shares of Common Stock into a
smaller number of shares of any class of Common Stock or (d) issue
any shares of its capital stock in a reclassification of the Common
Stock (including any such reclassification in connection with a
consolidation or merger in which the Company is the continuing
corporation), other than elimination of par value, a change in par
value, or a change from par value to no par value (any one of which
actions is herein referred to as an “Adjustment Event”), the number of
Warrant Shares purchasable upon exercise of the Warrant immediately
prior to the record date for such Adjustment Event shall be
adjusted so that the Registered Holder shall thereafter be entitled
to receive the number of shares of Common Stock or other securities
of the Company (such other securities thereafter enjoying the
rights of shares of Common Stock under this Warrant) that such
Registered Holder would have owned or have been entitled to receive
after the happening of such Adjustment Event, had such Warrant been
exercised immediately prior to the happening of such Adjustment
Event or any record date with respect thereto. An adjustment made
pursuant to this Section 7(a)(i) shall become effective immediately
after the effective date of such Adjustment Event retroactive to
the record date, if any, for such Adjustment Event.


 



 

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(ii)           Adjustment
of Exercise Price. Whenever the number of Warrant Shares
purchasable upon the exercise of each Warrant is adjusted pursuant
to Section 7(a)(i), the Exercise Price for each Warrant Share
payable upon exercise of each Warrant shall be adjusted by
multiplying such Exercise Price immediately prior to such
adjustment by a fraction, the numerator of which shall be the
number of shares of Common Stock purchasable upon the exercise of
each Warrant immediately prior to such adjustment, and the
denominator of which
shall be the number of shares of Common Stock so purchasable
immediately thereafter.


 

(iii)           
Adjustments for
Consolidation, Merger, Sale of Assets, Reorganization, etc.
In case the Company (a) consolidates with or merges into any other
corporation and is not the continuing or surviving corporation of
such consolidation of merger, or (b) permits any other corporation
to consolidate with or merge into the Company and the Company is
the continuing or surviving corporation but, in connection with
such consolidation or merger, the Common Stock is changed into or
exchanged for stock or other securities of any other corporation or
cash or any other assets, or (c) transfers all or substantially all
of its properties and assets to any other corporation, or (d)
effects a capital reorganization or reclassification of the capital
stock of the Company in such a way that holders of Common Stock
shall be entitled to receive stock, securities, cash and/or assets
with respect to or in exchange for Common Stock, then, and in each
such case, proper provision shall be made so that, upon the basis
and upon the terms and in the manner provided in this subsection
7(a)(iii), the Registered Holder, upon the exercise of this Warrant
at any time after the consummation of such consolidation, merger,
transfer, reorganization or reclassification, shall be entitled to
receive (at the aggregate Exercise Price in effect for all shares
of Common Stock issuable upon such exercise immediately prior to
such consummation as adjusted to the time of such transaction), in
lieu of shares of Common Stock issuable upon such exercise prior to
such consummation, the stock and other securities, cash and/or
assets to which such holder would have been entitled upon such
consummation if the Registered Holder had so exercised this Warrant
immediately prior thereto (subject to adjustments subsequent to
such corporate action as nearly equivalent as possible to the
adjustments provided for in this Section).


 


(iv)           De
Minimis Adjustments. No adjustment in the Exercise Price and
number of Warrant Shares purchasable hereunder shall be required
unless such adjustment would require an increase or decrease of at
least $0.05 in the Exercise Price; provided, however, that any
adjustments which by reason of this Section 7(a)(iv) are not
required to be made shall be carried forward and taken into account
in any subsequent adjustment. All calculations shall be made to the
nearest full share.


 


(b)           Notice
of Adjustment. Whenever the number of Warrant Shares
purchasable upon the exercise of each Warrant or the Exercise Price
is adjusted, as herein provided, the Company shall promptly notify
the Registered Holder in writing (such writing referred to as an
“Adjustment
Notice”) of such adjustment or adjustments and shall
deliver to such Registered Holder a statement setting forth the
number of shares of Common Stock purchasable upon the exercise of
each Warrant and the Exercise Price after such adjustment, setting
forth a brief statement of the facts requiring such adjustment and
setting forth the computation by which such adjustment was
made.


 



 

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(c)           
Other Notices. In
case at any time:


 

(i)           
the Company shall declare any cash dividend on its Common
Stock;


 

(ii)           
the Company shall pay any dividend payable in stock upon its Common
Stock or make any distribution (other than regular cash dividends)
to the holders of its Common Stock;


 

(iii)           
the Company shall offer for subscription pro rata to all of the holders of its
Common Stock any additional shares of stock of any class or other
rights;


 

(iv)           
the Company shall authorize the distribution to all holders of its
Common Stock of evidences of its indebtedness or assets (other than
cash dividends or cash distributions payable out of earnings or
earned surplus or dividends payable in Common Stock);


 

(v)           
there shall be any capital reorganization, or reclassification of
the capital stock of the Company, or consolidation or merger of the
Company with another corporation (other than a subsidiary of the
Company in which the Company is the surviving or continuing
corporation and no change occurs in the Company’s Common
Stock), or sale of all or substantially all of its assets to
another corporation; or


 

(vi)           
there shall be a voluntary or involuntary dissolution, liquidation,
bankruptcy, assignment for the benefit of creditors, or winding up
of the Company;


 


then,
in any one or more of said cases the Company shall give written
notice, addressed to the Registered Holder at the address of such
Registered Holder as shown on the books of the Company, of (1) the
date on which the books of the Company shall close or a record
shall be taken for such dividend, distribution or subscription
rights, or (2) the date (or, if not then known, a reasonable
approximation thereof by the Company) on which such reorganization,
reclassification, consolidation, merger, sale, dissolution,
liquidation, bankruptcy, assignment for the benefit of creditors,
winding up or other action, as the case may be, shall take place.
Such notice shall also specify (or, if not then known, reasonably
approximate) the date as of which the holders of Common Stock of
record shall participate in such dividend, distribution or
subscription rights, or shall be entitled to exchange their Common
Stock for securities or other property deliverable upon such
reorganization, reclassification, consolidation, merger, sale,
dissolution, liquidation, bankruptcy, assignment for the benefit of
creditors, winding up, or other action, as the case may be. Such
written notice shall be given (except as to any bankruptcy
proceeding) at least five (5) days prior to the action in question
and not less than five (5) days prior to the record date or the
date on which the Company’s transfer books are closed in
respect thereto. Such notice shall also state that the action in
question or the record date is subject to the effectiveness of a
registration statement under the 1933 Act, or to a favorable vote
of stockholders, if either is required.


 


(d)           Statement
on Warrants. The form of this Warrant need not be changed
because of any change in the Exercise Price or in the number or
kind of shares purchasable upon the exercise of a Warrant. However,
the Company may at any time in its sole discretion make any change
in the form of the Warrant that it may deem appropriate and that
does not affect the substance thereof and any Warrant thereafter
issued, whether in exchange or substitution for any outstanding
Warrant or otherwise, may be in the form so changed.


 



 

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(e)           Fractional
Interest. The Company will not be required to issue
fractional Warrant Shares on the exercise of the Warrants. The
number of full Warrant Shares which shall be issuable upon such
exercise shall be computed on the basis of the aggregate number of
whole shares of Common Stock purchasable on the exercise of the
Warrants so presented. If any fraction of a share of Common Stock
would, except for the provisions of this Section 7(e) be issuable
on the exercise of the Warrants (or specified proportion thereof),
the Company shall pay an amount in cash calculated by it to be
equal to the then fair value of one share of Common Stock, as
determined by the Board of Directors of the Company in good faith,
multiplied by such fraction computed to the nearest whole
cent.


 

Section
8.          
No Rights or Liabilities as a
Stockholder. The Registered Holder shall not be entitled to
vote or be deemed the holder of Common Stock or any other
securities of the Company which may at any time be issuable on the
exercise hereof, nor shall anything contained herein be construed
to confer upon the holder of this Warrant, as such, the rights of a
stockholder of the Company or the right to vote for the election of
directors or upon any matter submitted to stockholders at any
meeting thereof, or give or withhold consent to any corporate
action or to receive notice of meetings or other actions affecting
stockholders (except as provided herein), or to receive dividends
or subscription rights or otherwise, until the Date of Exercise
shall have occurred. No provision of this Warrant, in the absence
of affirmative action by the Registered Holder hereof to purchase
shares of Common Stock, and no mere enumeration herein of the
rights and privileges of the Registered Holder, shall give rise to
any liability of such holder for the Exercise Price or as a
stockholder of the Company, whether such liability is asserted by
the Company or by creditors of the Company.


 

Section
9.            
Transfer Restrictions; Registration of the Warrant and Warrant
Shares.


 

(a)           
Neither the Warrant nor the Warrant Shares have been registered
under the 1933 Act. The Registered Holder, by acceptance hereof,
represents that it is acquiring this Warrant to be issued to it for
its own account and not with a view to the distribution thereof,
and agrees not to sell, transfer, pledge or hypothecate this
Warrant, any purchase rights evidenced hereby or any Warrant Shares
unless a registration statement is effective for this Warrant or
the Warrant Shares under the 1933 Act, or in the opinion of such
Registered Holder’s counsel reasonably satisfactory to the
Company, a copy of which opinion shall be delivered to the Company,
such registration is not required as some other exemption from the
registration requirement of the 1933 Act and applicable laws is
available.


 

(b)           
Subject to the provisions of the following paragraph of this
Section 9, each Certificate for Warrant Shares shall be stamped or
otherwise imprinted with a legend in substantially the following
form:

 





THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933
ACT”), OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE
OFFERED FOR SALE, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES
UNDER THE 1933 ACT, AN OPINION OF COUNSEL, SATISFACTORY TO THE
ISSUER HEREOF, TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED
UNDER THE 1933 ACT AS SOME OTHER EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE 1933 ACT AND APPLICABLE LAWS IS
AVAILABLE.


 



 

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(c)           
The restrictions and requirements set forth in the foregoing
paragraph shall apply with respect to Warrant Shares unless and
until such Warrant Shares are sold or otherwise transferred
pursuant to an effective registration statement under the 1933 Act
or are otherwise no longer subject to the restrictions of the 1933
Act, at which time the Company agrees to promptly cause such
restrictive legends to be removed and stop transfer restrictions
applicable to such Warrant Shares to be rescinded.


 

Section
10.            
Company’s Option to Require
Exercise. On or after the Exercise Date and until the
Expiration Date, if (i) there is an effective Registration
Statement filed with the Securities and Exchange Commission
registering the Warrant Shares to be issued upon exercise of the
Warrant and (ii) the closing price of the Common Stock on the
Trading Market (as hereinafter defined) is $2.00 (subject to adjustment consistent
with the adjustments set forth in Section 7(a) above) for more for
20 consecutive Trading Days (as hereinafter defined) while the
Registration Statement referred to in clause (i) above is
effective, then the Company may require the Registered Holder to
subscribe for and purchase from the Company up to 100%, in whole or
in part, of the outstanding Warrant Shares, at the option of the
Company. Any Warrant Shares subject to such required exercise upon
notice from the Company (the “Required Exercise
Shares”), must be subscribed for and purchased from the
Company within 10 Trading Days from such notice to the Registered
Holder.


 


The
Company will have 10 Trading Days after the 20th consecutive Trading
Day when the closing price of the Common Stock is $2.00 (subject to adjustment consistent
with the adjustments set forth in Section 7(a) above) to deliver to
the Registered Holder a written Notice of Required Exercise (the
“Notice of Required Exercise”) specifying the date by
which the Required Exercise Shares must be purchased (the
“Required Exercise Payment Date”), which date will be
10 Trading Days after the date of the Notice of Required Exercise
(the “Required Exercise Period”). The Registration
Statement registering the Required Exercise Shares must remain
effective throughout the Required Exercise Period. On or before the
Required Exercise Payment Date, the Required Exercise Shares must
be purchased from the Company at the Exercise Price. In the event
the Registered Holder fails to purchase the Required Exercise
Shares by the Required Exercise Payment Date as set forth herein,
then the Registered Holder’s right to purchase all such
Warrant Shares specified as Required Exercise Shares in the Notice
of Required Exercise shall be automatically terminated, and as
such, the Registered Holder will no longer have the right to
purchase any such Warrant Shares pursuant to this
Warrant.


 


“Trading
Day” means a day on which the principal Trading Market is
open for business. “Trading Market” means the following
markets or exchanges on which the Common Stock is listed or quoted
for trading on the date in question: The Nasdaq Stock Market, the
New York Stock Exchange, the NYSE MKT LLC or the OTC
Markets.


 

Section
11.              
Notices. All notices and
other communications relating to this Warrant shall be in writing
and shall be deemed to have been duly given if delivered personally
or sent by United States certified or registered first-class mail,
postage prepaid, return receipt requested, or overnight air courier
guaranteeing next day delivery to the parties hereto at the
following addresses or at such other address as any party hereto
shall hereafter specify by notice to the other party
hereto:


 

(a)           
If to the Registered Holder of this Warrant or the holder of the
Warrant Shares, addressed to the address of such Registered Holder
or holder as set forth on books of the Company or otherwise
furnished by the Registered Holder or holder to the
Company.

 



 

Warrant
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(b)           
If to the Company, addressed to:


 


Torchlight Energy
Resources, Inc.


5700 W.
Plano Parkway, Suite 3600


Plano,
Texas 75093


Attn:
John Brda, CEO


 


A
notice or communication will be effective (i) if delivered in
person or by overnight courier, on the business day it is received,
and (ii) if sent by registered or certified mail, the earlier of
the date of actual receipt by the party to whom such notice is
required to be given or three (3) days after deposit in the United
States mail.


 

Section
12.              
Binding Effect. This Warrant
shall be binding upon and inure to the sole and exclusive benefit
of the Company, its successors and assigns, and the holder or
holders from time to time of this Warrant and the Warrant
Shares.


 

Section
13.              
Survival of Rights and
Duties. This Warrant shall terminate and be of no further
force and effect on the earlier of (i) 5:00 p.m., Central Standard
Time, on the Expiration Date and


(ii)
the date on which this Warrant and all purchase rights evidenced
hereby have been exercised, except that the provisions of Sections
6(c) and 9 hereof shall continue in full force and effect after
such termination date.


 

Section
14.            
Governing Law. This Warrant
shall be governed and controlled as to the validity, enforcement,
interpretations, construction and effect and in all other aspects
by the substantive laws of the State of Texas. In any action
between or among any of the parties, whether arising out of this
Warrant or otherwise, each of the parties irrevocably consents to
the exclusive jurisdiction and venue of the federal and state
courts located in Collin County, Texas.


 

Section
15.              
Section Headings. The
Section headings in this Warrant are for purposes of convenience
only and shall not constitute a part hereof.


 


[Signature
page follows.]


 


IN
WITNESS WHEREOF, Torchlight Energy Resources, Inc. has caused this
Warrant to be duly executed in its corporate name by the manual
signature of its President.


 


 


	

 

	
TORCHLIGHT ENERGY RESOURCES,
INC.

	

 


	

 

	

 

	

 

	

 


	
Date

	
By:  

	



	

 


	

 

	

 

	
       
John
Brda, CEO

	

 


	

 

	

 

	
       
 

	

 


	

 

	

Date:

	
       
 

	

 







 


                 







Warrant
- Page 8








 






FORM
OF ELECTION TO PURCHASE


 


 


(To Be
Executed Upon Exercise of this Warrant)


 


To
Torchlight Energy Resources, Inc.:


 


The
undersigned, the record holder of this Warrant (Warrant No. _____),
hereby irrevocably elects to exercise the right, represented by
this Warrant, to purchase ___________ of the Warrant Shares and
herewith and hereby tenders payment for such Warrant Shares to the
order of Torchlight Energy Resources, Inc. of $_________________,
representing the full purchase price for such shares at the price
per share provided for in such Warrant and the delivery of any
applicable taxes payable by the undersigned pursuant to such
Warrant.


 


The
undersigned requests that certificates for such shares be issued in
the name of:


 


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
 

	
 


	
(Please print name
and address) 

	
 

	
Social Security or
Tax Identification No.


	
 

	
 

	
 







 


In the
event that not all of the purchase rights represented by the
Warrant are exercised, a new Warrant, substantially identical to
the attached Warrant, representing the rights formerly represented
by the attached Warrant which have not been exercised, shall be
issued in the name of and delivered to:



 







	

  

	
 

	
 

	
 


	

  

	
 

	
 

	
 


	

  

	
 

	
 

	
 


	

  

	
 

	

  


	

(Please print name
and address)   

	
 

	

Social Security or
Tax Identification No.  


	
 

	
 

	
 

	
 

	
 


	
Dated:


	
 

	
 

	

Name of Holder (Print):
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
By:

	
 


	
 

	
 

	
 

	
Name:

	
 


	
 

	
 

	
 

	
Title:

	
 







 

  







Form of Election to Purchase











 







FORM OF ASSIGNMENT


 


FOR
VALUE RECEIVED, ________________ hereby sells, assigns and
transfers to each assignee set forth below all of the rights of the
undersigned under the attached Warrant (Warrant No. ___) with
respect to the number of shares of Common Stock covered thereby set
forth opposite the name of such assignee unto:


 


	
 

	
 

	


Number of Shares of


	


Name of Assignee

	


Address

	


Common Stock







 




 


If the
total of said purchase rights represented by the Warrant shall not
be assigned, the undersigned requests that a new Warrant
Certificate evidencing the purchase rights not so assigned be
issued in the name of and delivered to the
undersigned.


 


	


Dated:


	
 

	
 

	


Name of Holder (Print):

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	

(Signature
of Holder)  







 




 


 


 





Form of Assignment