Exhibit 10.1

STOCK EXCHANGE AGREEMENT

THIS STOCK EXCHANGE AGREEMENT (this "Agreement") is made and entered into this 15 ^th day of April 2016, by and among Amazing Energy Oil and Gas, Co., a Nevada corporation (hereinafter referred to as the "Company") and Gulf South Holding, Inc., a Delaware corporation (hereinafter referred to as the "Seller") Gulf South Securities, Inc., a Delaware corporation (hereinafter referred to as "GSSI"); Jed Miesner, individually, and on behalf of Petro Pro Ltd., JLM Strategic Investments, LP, and Jed and Lesa Miesner, husband and wife (hereinafter referred to as "Miesner"); and Bories Capital, LLC (hereinafter referred to as "Bories"), on the following terms:

Premises

A.                   Seller and the Company have engaged in preliminary discussions with the intention of the Company acquiring all of the issued and outstanding shares of the common stock of Gulf South Securities, Inc., a Delaware corporation which are all owned by the Seller in exchange for restricted shares of common stock and warrants of the Company.

B.                   The Company and Seller desire to memorialize the terms of the foregoing shares and warrant exchange in this Agreement.

Agreement

BASED, upon the foregoing premises, which are incorporated herein by this reference, and for and in consideration of the mutual promises and covenants hereinafter set forth, and other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, it is agreed as follows:

ARTICLE I

EXCHANGE OF STOCK AND WARRANTS

1.01              Exchange of Common Stock.   Company agrees to exchange Five Million, Three Hundred Forty-Nine Thousand, One Hundred Fifty-Three (5,349,153) restricted shares of Company's common stock (the "Shares") plus Two Million, Six Hundred Seventy-Four Thousand, Five Hundred Seventy-Six (2,674,576) stock purchase warrants (the "Warrants") of the Company in consideration for Seller transferring all right, title and interest in and to 100,000 shares of common stock (the "GSSI Shares") of Gulf South Securities, Inc., a Delaware corporation ("GSSI") which is registered with the Securities and Exchange Commission (the "SEC") and Financial Industry Regulatory Authority ("FINRA") as a broker-dealer.  The foregoing 100,000 shares of GSSI constitutes all of the authorized, issued, and outstanding shares of common stock of GSSI.  There are no other authorized, issued, or outstanding securities of GSSI.

1.02              Stock Purchase Warrant.   Each Warrant will allow the holder to purchase one share of the Company's common stock at an exercise price of One Dollar ($1.00) per share. The Warrants will have an exercise period of Three (3) years from the date of Closing. If the Warrant is not exercised during the redemption period, it will terminate.

1.03              Series A Preferred Stock.   The Company's financial statements reflect an outstanding in-debtedness owed in the approximate amount of $3,900,000.00 to entities under the common control of Jed Miesner ("Miesner").  Miesner will convert $900,000 of that debt into 9,000 restricted shares of Se-ries A Preferred Stock, the specific terms thereof will be contained in an appropriate designation filed with the Nevada Secretary of State.  The balance of the debt will remain unchanged.  The Series A Pre-ferred shares may be redeemed by the Company at any time upon payment of $100.00 per share. On the

fifth anniversary of the Closing, any shares of Series A Preferred Stock outstanding share will, at the dis-cretion of Miesner, be convertible, for a period of three (3) years into common stock purchase warrants of the Company's common stock at an exercise price of one dollar (1.00) per share on the basis of 110 shares of common stock for each one (1) share of Series A Preferred Stock outstanding. Each share of Series A Preferred Stock will have 1,000 votes and will vote as a unit with all other shares of common and preferred stock. The Series A Preferred Stock will not accrue or paid any dividends and may not be assigned or transferred except under a plan for wealth transfer and estate planning. For each spud oil and gas well drilled by the Company with funds raised or delivered due to the efforts of the former Gulf South Officers, now Company employees, the Company will pay Miesner $10,000.00 in exchange for 100 shares of Series A Preferred Stock. In the event that the Company drills wells for its own account the Board of Directors of the Company will decide if such wells qualify for the aforementioned spud bonus.  The Company will promptly cancel any Preferred Stock purchased. As partial consideration for the fore-going, Miesner will execute a partial release of his collateralize security interest in the Company's oil and gas leaseholds.  All necessary documents releasing his collateralized security interest in the Company's oil and gas leaseholds will be delivered on Closing. In addition Miesner agrees to specifically release any liens and not hinder clean title where assignments of interests are made by the Company to the Compa-ny's contemplated drilling partnerships.

1.04              Series B Preferred Stock.   Seller's financial statements reflect an outstanding indebted-ness owed to Bories Capital LLC., a Louisiana Limited Liability Company ("Bories") in the amount of $5,000,000.00.  Bories will convert that indebtedness into 50,000 restricted shares of the Company's Se-ries B Preferred Stock, the specific terms thereof will be contained in an appropriate designation filed with the Nevada Secretary of State. The Company may redeem the Series B Preferred Stock at any time at $100.00 per share. On the fifth anniversary of the Closing relating to this Agreement, any shares of Series 8 Preferred Stock outstanding will be convertible, at the discretion of Bories, for a period of three years, into common stock purchase warrants of the Company with an exercise price of $1.00 per shares on the basis of 110 shares of common stock for each one (1) share of Series B Preferred Stock outstanding. The shares of Series B Preferred Stock will be non-voting, however, if voting is required under the laws of the State of Nevada for any reason, the Series B Preferred Stock will vote as a unit with all other shares of common and preferred stock. The Series B Preferred Stock will not accrue or be paid any dividends and may not be assigned or transferred except under a plan for wealth transfer and estate planning. For each spud oil and gas well drilled by the Company with funds raised or delivered due to the efforts of the for-mer Gulf South officers, now Company employees, the Company will pay Bories $10,000.00 in exchange for 100 shares of Series B Preferred Stock. In the event that the Company drills wells for its own account the Board of Directors of the Company will decide if such wells qualify for the aforementioned spud bo-nus.  The Company will promptly cancel any Preferred Stock purchased.  Bories agrees to execute any necessary documents to fulfill the obligations contained in this paragraph as to the redemption of the Pre-ferred Stock.

1.05              Closing.

a)	The exchange of the foregoing securities will take place at a closing (the "Closing"), to be held at such date, time and place at the Law Office of Conrad C. Lysiak, P.S. as determined by the Seller and the Company but in no event later than April 24, 2016.

b)	At the Closing:

i)	The Company shall deliver to the Seller the Shares and Warrants.

ii)	The Seller shall deliver to the Company certificates for the GSSI Shares and disclosure schedules required herein at Closing, with Medallion Guaranties or other signature verifications as required by the transfer agent.

iii)

At and at any time after the Closing, the parties shall duly execute, acknowledge, and deliver all such further assignments, conveyances, in-struments and documents, and shall take such other action consistent with the terms of this Agreement to carry out the transactions contem-plated by this Agreement.

iv)	All representations, covenants and warranties of the Company and Seller contained in this Agreement shall be true and correct on and as of the closing date.

ARTICLE II

REPRESENTATIONS, COVENANTS, AND WARRANTIES

As an inducement for each party to execute this Agreement, each party represents to the other party as follows:

2.01              Private Offering.   The offer, sale, and exchange of the shares of Common Stock have not been and will not be registered with the Securities and Exchange Commission (the "Commission"). The shares of Common Stock shall be offered for sale and sold pursuant to the exemptions from the registration requirements of Section 5 of the United States Securities Act of 1933, as amended, and as such, will be deemed "restricted securities" limiting the shares ability to be resold.

2.02              Approval of Agreement.   Each party has full corporate power, authority, and legal right and has taken, or will take, all action required by law, its articles of incorporation, bylaws, and otherwise to execute and deliver this Agreement and to consummate the transactions herein contemplated including the exchange of the shares of common stock referred to herein.

2.03              Legal Right .  The performance of this Agreement and the consummation of the transactions herein contemplated will not result in a material breach or violation of any of the terms and provisions of, or constitute a default under, any statute, indenture, mortgage or other agreement or instrument to which the parties are parties thereto or by which it is bound by any order, rule or regulation directed to the parties or their affiliates by any court or governmental agency or body having jurisdiction over them; and no other consent, approval, authorization or action is required for the consummation of the transactions herein contemplated other than such as have been obtained.

2.04              Validly Issued .  The Shares and Warrants when issued by the Company, will be duly authorized, validly issued, fully paid for, and non-assessable.  The GSSI Shares have been duly authorized, validly issued, fully paid for, and are non-assessable.

2.05              Informed Decision .  Each party will have had an opportunity to consult with theirs independent legal, tax and financial advisors, and together with such advisors, have evaluated the transactions contemplated in this Agreement and have independently determined to agree to the terms and conditions of this Agreement. No representation is being or has been made by either party regarding the

tax, financial, legal or other effects to the Seller regarding the transactions contemplated in this Agreement. The parties are familiar with and understand the business and financial condition, operations and prospects of each other are sufficiently informed and sophisticated enough to make a decision regarding the transactions contemplated by this Agreement. The Seller have reviewed the Company's filings made with the Securities and Exchange Commission that appear on the SEC website at www.sec.gov.

2.06              Exchange Entirely for Own Account.   The Shares and Warrants to be acquired by the Seller and will be acquired for investment for the Seller's own accounts, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and the Seller has no present intention of selling, granting any participation in, or otherwise distributing the same. The Seller does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Shares and Warrants. Except that as a part of this transaction the Shares received by the Seller shall be distributed to the Seller's Series B and Series C Preferred shareholders in exchange for their preferred shares in compliance with the appropriate securities laws.

2.07              Disclosure of Information .  The Seller has had an opportunity to discuss the Company's business, management, financial affairs and the terms and conditions of the sale of the Shares and War- rants with the Company's management and has had an opportunity to review the Company's records. The Seller is aware, through its clue diligence review of the Company that the exchange value for the Shares and Warrants bear no relationship to assets, book value or other established criteria of determining value.

2.08              Accredited Investor .  The Seller is an accredited investor as defined in Rule 501 (a) of Regulation D promulgated under the Securities Act.

2.09              Investment Experience .  The Seller has invested in securities of companies with size and structure similar to the Company and each the Seller acknowledges it is able to fend for itself, can bear the economic risk of its investment, and has such knowledge and experience in financial or business mat-ters that it is capable of evaluating the merits and risks of the investment in the Shares and Warrants and in the proposed ongoing operations of the Company.

2.10              Purchase of Shares of Common Stock . The Company and Seller agree and understand that the consummation of this Agreement including the sale of the exchange shares of common stock as contemplated hereby, constitutes the offer and sale of securities under the Securities Act and applicable state statutes. The Company and Seller agree such transactions shall be consummated in reliance on exemptions from the registration and prospectus delivery requirements of such statutes which depend, among other items, on the circumstances under which such securities are acquired.

(a)	By signing of this Agreement Seller acknowledges and makes the following representations and warranties:

(i)	That neither the SEC nor the securities commission of any state or other federal agency has made any determination as to the merits of acquiring the Shares and Warrants, and that this transaction involves certain risks.

(ii)	That Seller has received and read this Agreement and understands the risks related to the consummation of the transactions herein contemplated.

(iii)

That Seller has such knowledge and experience in business and financial matters that it is capable of evaluating the Company's business and GSSI's business.

(iv)

That Seller has been provided with copies of all materials and information requested by it or its representatives, including any information requested to verify any information furnished (to the extent such information is available or can be obtained without unreasonable effort or expense), and the parties have been provided the opportunity for direct communication regarding the transactions contemplated hereby.

(v)	That all information which Seller has provided to the Company or their representatives concerning their suitability and intent to hold shares in Common Stock following the transactions contemplated hereby is complete, accurate, and correct.

(vi)

That Seller has not offered or sold any securities of the Company or interest in this Agreement and has no present intention of dividing the Shares or Warrants to be received or the rights under this Agreement with others or of reselling or otherwise disposing of any portion of the Shares or Warrants, either currently or after the passage of a fixed or determinable period of time or on the occurrence or nonoccurrence of any predetermined event or circumstance except as set forth in 2.06 above.

(vii)

The Seller understands that the Shares and Warrants have not been registered, but are being acquired by reason of a specific exemption under the Securities Act as well as under certain state statutes for transactions not involving any public offering and that any disposition of the Shares or Warrants may, under certain circumstances, be inconsistent with this exemption and may make Seller an "underwriter," within the meaning of the Securities Act.  It is understood that the definition of "underwriter" focuses upon the concept of "distribution" and that any subsequent disposition of the subject Shares and Warrants can only be effected in transactions which are not considered distributions.  Generally, the term "distribution" is considered synonymous with "public offering" or any other offer or sale involving general solicitation or general advertising.  Under present law, in determining whether a distribution occurs when securities are sold into the public market, under certain circumstances one must consider the availability of public information regarding the issuer, a holding period for the securities sufficient to assure that the persons desiring to sell the securities without registration first bear the economic risk of their investment, and a limitation on the number of securities which the stockholder is permitted to sell and on the manner of sale, thereby reducing the potential impact of the sale on the trading markets.  These criteria are set forth specifically in rule 144 promulgated under the Securities Act.

(viii)

Seller acknowledges that the Shares and Warrants must be held and may not be sold, transferred, or otherwise disposed of for value unless they are subsequently registered under the Securities Act or an exemption from such registration is available. The Company is not under any obligation to register the Shares and Warrants under the Securities Act, except as set forth in this Agreement.  The Company is not under any obligation to make Rule 144 available, except as may be expressly agreed to by it in writing in this Agreement, and in the event Rule 144 is not available, or some other disclosure exemption may be required before Seller can sell, transfer, or otherwise

dispose of such shares of Common Stock without registration under the Securities Act. The Company's transfer agent will maintain a stop transfer order against the transfer of the Shares and Warrants, and the certificates representing the shares of Common Stock and Warrants will bear a legend in substantially the following form so restricting the sale of such securities:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND ARE "RESTRICTED SECURITIES" WITHIN THE MEANING OF RULE 144 PROMULGATED UNDER THE SECURITIES ACT.  THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED WITHOUT COMPLYING WITH RULE 144 IN THE ABSENCE OF AN EFFECTIVE REGISTRATION OR OTHER COMPLIANCE UNDER THE SECURITIES ACT.

(ix)

The Company may refuse to register further transfers or resales of the Shares and Warrants in the absence of compliance with Rule 144 unless the Sellers furnish the Company with a "no-action" or interpretive letter from the SEC or an opinion of counsel reasonably acceptable to the Company stating that the transfer is proper.  Further, unless such letter or opinion states that the Shares and Warrants are free of any restrictions under the Securities Act, the Company may refuse to transfer the Shares and Warrants to any transferee who does not furnish in writing to the Company the same representations and agree to the same conditions with respect to such Shares and Warrants as set forth herein.  The Company may also refuse to transfer the Shares and Warrants if any circumstances are present reasonably indicating that the transferee's representations are not accurate.  Except as said transfer may occur by operation of law.

2.11              Compliance with Rule 144.

(a)	The Company will use its best efforts to at all times satisfy the requirements of Rule 144 promulgated under the Securities Act so that the Seller can sell the Shares and Warrants. This covenant shall survive the closing of this Agreement.

(b)

Upon being informed in writing by Seller that it intends to sell any shares under Rule 144 promulgated under the Securities Act (including any rule adopted in substitution or replacement thereof), the Company will certify in writing to Seller that it is compliance with Rule 144 to the extent that it can in order to enable the Seller to sell the Shares and the Warrants

(c)

If any certificate representing any such restricted stock is presented to the Company's transfer agent for registration or transfer in connection with any sales theretofore made under Rule 144, provided such certificate is duly endorsed for transfer by the appropriate person(s) or accompanied by a separate stock power duly executed by the appropriate person(s) in each case with reasonable assurances that such endorsements are genuine and effective, and is accompanied by an opinion of counsel satisfactory to the Company and its counsel that such transfer has complied with the requirements of Rule 144, as the case may be, the Company will promptly instruct its transfer agent to register such transfer and to issue one or more new certificates representing such shares to the transferee and, if appropriate under the provisions of Rule 144, as the case may be, free of any stop transfer order or restrictive legend.

2.14              Public Statements.   Subject to their respective legal obligations (including requirements of stock exchanges and other similar regulatory bodies), the Company and Seller shall consult with one another, and use reasonable best efforts to agree upon the text of any press release, before issuing any such press release or otherwise making public statements with respect to the transactions and in making any filing with any federal or state governmental or regulatory agency or with any securities exchange with respect thereto.

2.15              No Representation Regarding Tax Treatment.   No representation or warranty is being made by any party to any other regarding the treatment of this transaction for federal or state income taxa-tion.  Each party has relied exclusively on its own legal, accounting, and other tax adviser regarding the treatment of this transaction for federal and state income taxes and on no representation, warranty, or as-surance from any other party or such other party's legal, accounting, or other adviser.

2.16              Board of Directors of the Company.   After the Company has acquired GSSI, the Compa-ny will call a special meeting of shareholders and Miesner will cause the following persons to be elected to the Company's board of directors: Jed Miesner, Bob Manning, Tony Alford, Darrell Carey, Stephen Salgado, Art Seligman, Reese Pinney, Tim Flanagan, and Bobby Bories.

2.17              Officers of the Company.   After the Company has acquired GSSI, the Company's board of directors then elected will cause the appointment of the following: Art Seligman, CEO; Tim Flanagan, President; Stephen Salgado, secretary/comptroller; Bobby Bories, treasurer; Dan Denton, CFO; and, Reese Pinney, COO.

2.18              Acquisition of Jilpetco.   The Company will acquire all of the issued and outstanding shares of common stock of Jilpetco, Inc., a Texas corporation owned by Miesner, the Company's presi-dent, in consideration of $500,000.00. The Company and GSSI will work jointly in an attempt to raise funds for the acquisition aforesaid, but will not be a condition to the acquisition.

2.19              Employment Agreements.   Based upon the demonstrated ability of Art Seligman, Tim Flanagan, Reese Pinney, and Robert Bories for raising corporate capital, as well as partner-ship funding, and based on their committing to working with the company to raise a minimum of $3,000,000 in capital, included but not limited to drilling or corporate capital, during the calendar year of 2016 the Company will enter into employment agreements with each individual for a minimum of one (1) year. The employment agreements will be effective April 1, 2016.  The agreements shall contain the maximum non-competition provisions provided under Nevada law, but will in no way attempt to force a breach of their fiduciary responsibility to prior drilling pro-grams, for which they are corporate general partners or their responsibilities to the shareholders of the Seller.  Salaries, bonus awards, and other compensation will be established by the Compa-ny's Compensation Committee which will be composed of Bob Manning, Tony Alford, Art Seligman and Tim Flanagan for the initial term of their employment agreement, on a month by month evaluation including but not limited to common stock participation based upon collective performance measurements.  This is separate and apart from each of the aforementioned individ-ual employee's ability to earn up to a maximum of 5% of the Company's outstanding shares based upon the number of outstanding common shares immediately following closing, estimated to be 58,840,681.  The board will make its best efforts to achieve the goal of providing each in-dividual with shares awarded that will allow the employee to earn at most 5% of the estimated 58,840,681 shares. . The parties acknowledge that currently the Company has insufficient cash to pay salaries and that the Company will begin salaries when it is determined by the compensation committee that it is prudent to do so.  The Seller and GSSI will deliver, on closing, such acknowledgement signed individually by each respective employee.  In the event that the officers listed above collectively raise $50 million in capital, the stock awards will be recognized at a cap of 20% for all the above officers combined.  On April 1 of each year, stock awards will be given proportionate to the capital raised during the previous calendar year, not to exceed the 20% cap that they are eligible to receive being based upon 58,840,681 shares.  For example should the capital raised be $5 million during the period ending April 1, 2017 the stock award will be 1,176,814, (10% of the total 11,768,136 shares available) which will be distributed evenly, 294,204 among the 4 aforementioned employees.  The employment agreements will be agreed upon and executed prior to closing or after closing where an appropriate escrow arrangement is utilized.

2.20              Continuation of Businesses.   Seller will continue as an operating business following the acquisition of GSSI by the Company, however, Seller will not compete with the Company or GSSI in any manner whatsoever, and will not be affiliated with any entities or persons who compete with GSSI or the Company in any manner.  GSSI will only offer securities for third parties subject to written approval of the board of directors of the Company.  However, notwithstanding any provisions of this Agreement to the contrary, the Seller, and its officers and directors, will continue to discharge its duty and responsibili-ties to Seller 's shareholders and as a general partner in all existing limited partnership in which it is affili-ated.

2.21              Change of Name.   The Company will change its name to Amazing Energy Gulf South, Inc. and will conduct business as "AGS Energy."

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF GSSI

Except as set forth in the GSSI Disclosure Schedule GSSI represent and warrant to Company as follows:

3.1                 Organization and Standing.   GSSI is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power to carry on its business as it is now being conducted and is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where such qualification is necessary under applicable law except where the failure to qualify (individually or in the aggregate) will not have any material adverse effect on the business or prospects of GSSI.

3.3                 Subsidiaries.   GSSI does not own any subsidiary corporations.

3.4                 Authority.   Seller's Board of Directors has determined that the Exchange is fair to and in the best interests of Seller's stock holders. The execution, delivery and performance by Seller of this Agreement has been duly authorized by all necessary action on the part of Seller.  Seller has the absolute and unrestricted right, power and authority to perform its obligations under this Agreement.  This Agree-ment constitutes, and all other agreements contemplated hereby will constitute, when executed and deliv-ered by Seller in accordance herewith, the valid and binding obligations of Seller, enforceable in accord-ance with their respective terms.

3.7                 Litigation.   There is no claim, action, proceeding, or investigation pending or, to its knowledge, threatened against or affecting GSSI before or by any court, arbitrator or governmental agen-cy or authority which, in its reasonable judgment, could have a material adverse effect on the operations

or prospects of GSSI.  There are no decrees, injunctions or orders of any court, governmental department, agency or arbitration outstanding against GSSI or asserted against GSSI that has not been paid.

3.8                 Taxes. For purposes of this Agreement, (A) "Tax" (and, with correlative meaning, "Tax-es") shall mean any federal, state, local or foreign income, alternative or add-on minimum, business, em-ployment, franchise, occupancy, payroll, property, sales, transfer, use, value added, with holding or other tax, levy, impost, fee, imposition, assessment or similar charge together with any related addition to tax, interest, penalty or fine thereon; and (B) "Returns" shall mean all returns (including, without limitation, information returns and other material information), reports and forms relating to Taxes.

(a)	GSSI has duly filed all Returns and paid all Taxes.  GSSI will pay in full or has ade-quately reserved against all Taxes otherwise assessed against it through the Closing Date.

(b)

GSSI is not a party to any pending action or proceeding by any governmental au-thority for the assessment of any Tax, and, to the knowledge of GSSI, no claim for assessment or collection of any Tax related to GSSI has been asserted against GSSI that has not been paid.  There are no Tax liens upon the assets of GSSI.  There is no valid basis, to GSSI's knowledge, for any assessment, deficiency, notice, 30-day let-ter or similar intention to assess any Tax to be issued to GSSI by any governmental authority.

3.9                 Compliance with Laws and Regulations.   GSSI has complied and is presently complying, in all material respects, with all laws, rules, regulations, orders and requirements (federal, state and local and foreign) applicable to it in all jurisdictions where the business of GSSI is conducted or to which GSSI is subject, including but not limited to all SEC and FINRA regulations.  GSSI has not made any misrepre-sentation nor has omitted any material facts in any of its filings with the SEC or FINRA.  The parties acknowledge that following the execution of this agreement the operation of GSSI as a FINRA broker dealer is subject to FINRA review and acceptance of an amended Form BD as well as a Continuing Member Application.  Seller and GSSI make no representations as to the acceptance by FINRA of these filings or any possible action that FINRA may require of GSSI to continue as a member of FINRA as a broker dealer.

3.10              Hazardous Materials.   To the knowledge of GSSI, GSSI has not violated, or received any written notice from any governmental authority with respect to the violation of any law, rule, regulation or ordinance pertaining to the use, maintenance, storage, transportation or disposal of "Hazardous Materi-als."  As used herein, the term "Hazardous Materials" means any substance now or hereafter designated pursuant to Section 307(a) and 311 (b)(2)(A) of the Federal Clean Water Act, 33 USC §§ 1317(a), 1321 (b)(2)(A), Section 112 of the Federal Clean Air Act, 42 USC § 3412, Section 3001 of the Federal Resource Conservation and Recovery Act, 42 USC § 6921, Section 7 of the Federal Toxic Substances Control Act, 15 USC § 2606, or Section 101 (14) and Section 102 of the Comprehensive Environmental Response, Compensation and Liability Act, 42 USC§§ 9601(14), 9602.

3.11              No Breaches.   The making and performance of this Agreement will not (i) conflict with or violate the Articles of Incorporation or the Bylaws of GSSI, (ii) violate any laws, ordinances, rules, or regulations, or any order, writ, injunction or decree to which GSSI is a party or by which GSSI or any of its businesses, or operations may be bound or affected or (iii) result in any breach or termination of, or constitute a default under, or constitute an event which, with notice or lapse of time, or both, would be-come a default under, or result in the creation of any encumbrance upon any material asset of GSSI under,

or create any rights of termination, cancellation or acceleration in any person under, any contract.

3.12              Employees .  GSSI does not have any employees that are represented by any labor union or collective bargaining unit.  Nor does GSSI have any employment agreements or compensation plans which are in effect with anyone.

3.13              Financial Statements .  Within the required time frame following Closing, GSSI will pre-pare and deliver the appropriate financial statements as required by the Securities and Exchange Commis-sion rules.

3.14              Absence of Certain Changes or Events.   Except as set forth in the GSSI Disclosure Schedule , since January 31, 2016 (the "Balance Sheet Dates"), there has not been:

(a)              any material adverse change in the financial condition, properties, assets, liabili-ties or business of GSSI;

(b)              any material damage, destruction or loss of any material properties of GSSI, whether or not covered by insurance;

(c)              any material adverse change in the manner in which the business of GSSI and has been conducted;

(d)              any material adverse change in the treatment and protection of trade secrets or other confidential information of GSSI; and

(e)              any occurrence not included in paragraphs (a) through (d) of this Section 3.14 which has resulted, or which GSSI has reason to believe, might be expected to result in, a material ad-verse change in the business or prospects of GSSI.

3.15              Government Licenses, Permits, Authorizations.   GSSI has all governmental licenses, per-mits, authorizations and approvals necessary for the conduct of its business as currently conducted ("Li-censes and Permits").  All such Licenses and Permits are in full force and effect, and no proceedings for the suspension or cancellation of any thereof is pending or, to the knowledge of GSSI, threatened.

3.16              Employee Benefit Plans.

(a)              GSSI has no bonus, material deferred compensation, material incentive compen-sation, stock purchase, stock option, severance pay, termination pay, hospitalization, medical, insurance, supplemental unemployment benefits, profit-sharing, pension or retirement plans.

(b)              GSSI has not maintained, sponsored or contributed to, any employee pension benefit plan (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) or any similar pension benefit plan under the laws of any foreign jurisdiction.

(c)              Except as set forth in the GSSI Disclosure Schedule , neither the execution, deliv-ery or performance of this Agreement, nor the consummation of the Exchange or any of the other transac-tions contemplated by this Agreement, will result in any bonus, golden parachute, severance or other payment or obligation to any current or former employee or director of any of GSSI, or result in any ac-celeration of the time of payment, provision or vesting of any such benefits.

3.17              Business Locations.   Other than as set forth in the GSSI Disclosure Schedule , GSSI does not own or lease any real or personal property in any state or country other than it leases office space at 3206 50 ^th Street Court, Gig Harbor, Washington 98335.

3.18              Intellectual Property.   GSSI owns no intellectual property of any kind.  GSSI is not cur-rently in receipt of any notice of any violation or infringements of, and is not knowingly violating or in-fringing, or to the best of its knowledge has not violated or infringed the rights of others in any trademark, trade name, service mark, copyright, patent, trade secret, know-how or other intangible asset.

3.19              Governmental Approvals.   Except as set forth in the GSSI Disclosure Schedule , no au-thorization, license, permit, franchise, approval, order or consent of, and no registration, declaration or filing by GSSI or the Seller with, any governmental authority, domestic or foreign, federal, state or local, is required in connection with the Seller's execution, delivery and performance of this Agreement.  Except as set forth in the GSSI Disclosure Schedule , no consents of any other parties are required to be received by or on the part of Seller or GSSI to enable Seller or GSSI to enter into and carry out this Agreement except as outlined in 3.09 above.

3.20              Transactions with Affiliates.   Except as set forth in the GSSI Disclosure Schedule , GSSI is not indebted for money borrowed, either directly or indirectly, from any of its officers, directors, or any Affiliate (as defined below), in any amount whatsoever; nor are any of its officers, directors, or Affiliates indebted for money borrowed from GSSI; nor are there any transactions of a continuing nature between GSSI and any of its officers, directors, or Affiliates not subject to cancellation which will continue be-yond the Closing Date, including, without limitation, use of the assets of GSSI for personal benefit with or without adequate compensation.  For purposes of this Agreement, the term (i)"Affiliate" shall mean any person that, directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, the person specified.  As used in the foregoing definition, the term (ii) "con-trol "shall mean the power through the ownership of voting securities, contract or otherwise to direct the affairs of another person and (iii) "person" shall mean an individual, firm, trust, association, corporation, partnership, government (whether federal, state, local or other political subdivision, or any agency or bu-reau of any of them) or other entity.

3.21              No Distributions.   GSSI has not made nor has any intention of making any distribution or payment to any of its shareholders with respect to any of its shares prior to the Closing Date.

3.22              Liabilities.   GSSI has no material direct or indirect indebtedness, liability, claim, loss, damage, deficiency, obligation or responsibility, fixed or unfixed, choate or inchoate, liquidated or unliquidated, secured or unsecured, accrued, absolute, contingent or otherwise ("Liabilities"), whether or not of a kind required by generally accepted accounting principles to be set forth on a financial statement, other than (i) Liabilities fully and adequately reflected or reserved against on the GSSI Balance Sheet, (ii) Liabilities incurred since the Balance Sheet Date in the ordinary course of the business of GSSI, or (iii) Liabilities otherwise disclosed in this Agreement, including the exhibits hereto and GSSI Disclosure Schedule .

3.23              Accounts Receivable.   GSSI has no accounts receivables other than as disclosed in the GSSI Disclosure Schedule .

3.24              Insurance and Bonds.   GSSI has no insurance policies in effect or any outstanding bonds

in effect other than as contained in the GSSI Disclosure Schedule.

3.25              Principal GSSI Shareholder Representations and Warranties.   Seller represents and war-rants that it has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the other Closing Documents to which it is a party and to perform his obligations un-der this Agreement and the other Closing Documents to which he is a party, and it has good and marketa-ble title to all of the outstanding GSSI Shares, free and clear of all liens, claims and encumbrances of any third persons.

3.26              No Omissions or Untrue Statements.   The Seller and GSSI represent and warrant that they have not made any untrue statement of a material fact, or omitted or will omit to state a material fact necessary to make the statements contained herein not misleading as of the date hereof and as of the Clos-ing Date and fully indemnifies the Company and their respective employees against any harm, including attorney's fees that may arise as a consequence.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except as set forth in the COMPANY Disclosure Schedule (which incorporates all the reports of the COMPANY filed with the United States Securities and Exchange Commission) the COMPANY rep-resents and warrants to SELLERS and GSSI as follows:

4.1                 Organization and Standing.   The COMPANY is a corporation duly organized, validly ex-isting and in good standing under the laws of the State of Nevada.  The COMPANY has all requisite cor-porate power to carry on its business as it is now being conducted and is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where such qualification is necessary un-der applicable law except where the failure to qualify (individually or in the aggregate) will not have any material adverse effect on the business or prospects of the COMPANY.  The copies of the Articles of In-corporation and Bylaws of the COMPANY, as amended to date, which have been delivered to SELLERS and GSSI, are true and complete copies of these documents as now in effect.

 

4.2                 Taxes.   For purposes of this Agreement, (A) "Tax" (and, with correlative meaning, "Tax-es") shall mean any federal, state, local or foreign income, alternative or add-on minimum, business, em-ployment, franchise, occupancy, payroll, property, sales, transfer, use, value added, withholding or other tax, levy, impost, fee, imposition, assessment or similar charge together with any related addition to tax, interest, penalty or fine thereon; and (B) "Returns" shall mean all returns (including, without limitation, information returns and other material information), reports and forms relating to Taxes.

i)	The COMPANY has filed all Tax returns.  The COMPANY will pay in full or has adequately reserved against all Taxes otherwise assessed against it through the Clos-ing Date.

ii)

The COMPANY is not a party to any pending action or proceeding by any govern-mental authority for the assessment of any Tax, and, to the knowledge of the COM-PANY, no claim for assessment or collection of any Tax related to the COMPANY has been asserted against the COMPANY that has not been paid.  There are no Tax liens upon the assets of the COMPANY.  There is no valid basis, to the COMPANY's knowledge, for any assessment, deficiency, notice, 30-day letter or similar intention to assess any Tax to be issued to the COMPANY by any governmental authority.

4.3                 Compliance with Laws and Regulations.   The COMPANY has complied and is presently complying, in all material respects, with all laws, rules, regulations, orders and requirements (federal, state and local and foreign) applicable to it in all jurisdictions where the business of the COMPANY is conducted or to which the COMPANY is subject, including all requisite filings with the SEC.  The COM-PANY has not made any misrepresentation nor has omitted any material facts in any of its SEC filings to date.

4.4                 Hazardous Materials.   To the knowledge of the COM PANY, the COMPANY has not vio-lated, or received any written notice from any governmental authority with respect to the violation of any law, rule, regulation or ordinance pertaining to the use, maintenance, storage, transportation or disposal of "Hazardous Materials."  As used herein, the term "Hazardous Materials" means any substance now or hereafter designated pursuant to Section 307(a) and 311 (b)(2)(A) of the Federal Clean Water Act, 33 USC §§ 1317(a), 1321 (b)(2)(A), Section 112 of the Federal Clean Air Act, 42 USC § 3412, Section 3001 of the Federal Resource Conservation and Recovery Act, 42 USC § 6921, Section 7 of the Federal Toxic Substances Control Act, 15 USC § 2606, or Section 101(14) and Section 102 of the Comprehensive Envi-ronmental Response, Compensation and Liability Act, 42 USC §§ 9601 (14), 9602.

4.5                 No Breaches.   The making and performance of this Agreement will not (i) conflict with or violate the Articles of Incorporation or the Bylaws of the COMPANY, (ii) violate any laws, ordinances, rules, or regulations, or any order, writ, injunction or decree to which the COMPANY is a party or by which the COMPANY or any of its businesses, or operations may be bound or affected or (iii) result in any breach or termination of, or constitute a default under, or constitute an event which, with notice or lapse of time, or both, would become a default under, or result in the creation of any encumbrance upon any material asset of the COMPANY under, or create any rights of termination, cancellation or accelera-tion in any person under, any contract.

4.6                 Employees.   The COMPANY has does not have any employees that are represented by any labor union or collective bargaining unit.  Nor does the COMPANY have any employment agree-ments or compensation plans which are in effect with anyone.

4.7                 Financial Statements.   Year-end audited financial statements and unaudited quarterly stub financial statements are available online at www.sec.gov (collectively the "Financial Statements").  The Financial Statements present fairly, in all material respects, the financial position on the dates thereof and results of operations of the COMPANY for the periods indicated, prepared in accordance with generally accepted accounting principles ("GAAP"), consistently applied.  There are no assets of the COMPANY the value of which is materially overstated in said balance sheets.

4.8                 Absence of Certain Changes or Events.   Except as set forth in the COMPANY Disclosure Schedule , since January 31, 2016 (the "Balance Sheet Dates"), there has not been:

(a)              any material adverse change in the financial condition, properties, assets, liabili-ties or business of the COM PANY;

(b)              any material damage, destruction or loss of any material properties of the COM-PANY, whether or not covered by insurance;

(c)              any material adverse change in the manner in which the business of the COM-PANY and has been conducted ;

(d)              any material adverse change in the treatment and protection of trade secrets or other confidential information of the COMPANY; and

(e)              any occurrence not included in paragraphs (a) through (d) of this Section 4.8 which has resulted, or which the COMPANY has reason to believe, might be expected to result in, a ma-terial adverse change in the business or prospects of the COMPANY.

4.9                 Government Licenses. Permits, Authorizations.   The COMPANY has all governmental licenses, permits, authorizations and approvals necessary for the conduct of its business as currently con-ducted ("Licenses and Permits").  All such Licenses and Permits are in full force and effect, and no pro-ceedings for the suspension or cancellation of any thereof is pending or, to the knowledge of the COM-PANY, threatened.

4.10              Employee Benefit Plans.

(a)              The COMPANY has no bonus, material deferred compensation, material incen-tive compensation, stock purchase, stock option, severance pay, termination pay, hospitalization, medical, insurance, supplemental unemployment benefits, profit-sharing, pension or retirement plan.

(b)              The COMPANY has not maintained, sponsored or contributed to, any employee pension benefit plan (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) or any similar pension benefit plan under the laws of any foreign jurisdic-tion.

(c)              Except as set forth in the COMPANY Disclosure Schedule , neither the execu-tion, delivery or performance of this Agreement, nor the consummation of the Agreement or any of the other transactions contemplated by this Agreement, will result in any bonus, golden parachute, severance or other payment or obligation to any current or former employee or director of any of the COMPANY, or result in any acceleration of the time of payment, provision or vesting of any such benefits.

4.11              Business Locations.   Other than as set forth in the COMPANY Disclosure Schedule , the COMPANY does not own or lease any real or persona l property in any state or country.

4.12              Intellectual Property.   The COMPANY owns no intellectual property of any kind.  The COMPANY is not currently in receipt of any notice of any violation or infringements of, and is not know-ingly violating or infringing, or to the best of its knowledge has not violated or infringed the rights of oth-ers in any trademark, trade name, service mark, copyright, patent, trade secret, know-how or other intan-gible asset.

4.13              Governmental Approvals.   Except as set forth in the COMPANY Disclosure Schedule , no authorization, license, permit, franchise, approval, order or consent of, and no registration, declaration or filing by the COMPANY with, any governmental authority, domestic or foreign, federal, state or local, is required in connection with the COMPANY's execution, delivery and performance of this Agreement.  Except as set forth in the COMPANY Disclosure Schedule , no consents of any other parties are required to be received by or on the part of the COMPANY to enable the COMPANY to enter into and carry out this Agreement.

4.13              Transactions with Affiliates.   Except as set forth in the COMPANY Disclosure Schedule ,

The COMPANY is not indebted for money borrowed, either directly or indirectly, from any of its offic-ers, directors, or any Affiliate (as defined below), in any amount whatsoever; nor are any of its officers, directors, or Affiliates indebted for money borrowed from the COMPANY; nor are there any transactions of a continuing nature between the COMPANY and any of its officers, directors, or Affiliates not subject to cancellation which will continue beyond the Closing Date, including, without limitation, use of the as-sets of the COMPANY for personal benefit with or without adequate compensation.  For purposes of this Agreement, the term (i)"Affiliate" shall mean any person that, directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, the person specified.  As used in the foregoing definition, the term (ii) "control" shall mean the power through the ownership of voting securities, contract or otherwise to direct the affairs of another person and (iii) "person" shall mean an individual, firm, trust, association, corporation, partnership, government (whether federal, state, local or other political subdivision, or any agency or bureau of any of them) or other entity.

4.15              No Distributions.   The COMPANY has not made nor has any intention of making any distribution or payment to any of its shareholders with respect to any of its shares prior to the Closing Date.

4.16              Liabilities.   The COMPANY has no material direct or indirect indebtedness, liability, claim, loss, damage, deficiency, obligation or responsibility, fixed or unfixed, choate or inchoate, liqui-dated or unliquidated, secured or unsecured, accrued, absolute, contingent or otherwise ("Liabilities"), whether or not of a kind required by generally accepted accounting principles to be set forth on a financial statement, other than (i) Liabilities fully and adequately reflected or reserved against on the COMPANY Balance Sheet, (ii) Liabilities incurred since the Balance Sheet Date in the ordinary course of the business of the COMPANY, or (iii) Liabilities otherwise disclosed in this Agreement, including the exhibits hereto and the COMPANY Disclosure Schedule .

4.17              Accounts Receivable.   The COMPANY has no accounts receivables other than as dis-closed in the COMPANY Disclosure Schedule.

4.18              Insurance.   The COMPANY has no insurance policies in effect.

4.19              Principal COMPANY Shareholder Representations and Warranties.   THE PRINCIPAL COMPANY SHAREHOLDER represents and warrants that he has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the other Closing Documents to which he is a party and to perform his obligations under this Agreement and the other Closing Documents to which he is a party, and he has good and marketable title to all of the COMPANY Shares listed in Ex-hibit A hereto, free and clear of all liens, claims and encumbrances of any third persons.

4.20              No Omissions or Untrue Statements.   To the best of each party's knowledge no represen-tation or warranty made by the COMPANY or the PRINCIPAL COMPANY SHAREHOLDER to SELLERS and GSSI in this Agreement, the COMPANY Disclosure Schedule or in any certificate of a COMPANY officer required to be delivered to SELLERS pursuant to the terms of this Agreement, con-tains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements contained herein or therein not misleading as of the date hereof and as of the Closing Date.

ARTICLE V

MISCELLANEOUS

5.1                 Attorney's Fees.   After the closing and in the event that any party institutes any action or suit to enforce this Agreement or to secure relief from any default hereunder or breach hereof, the breaching party or parties shall reimburse the non-breaching party or parties for all costs, including reasonable attorneys' fees, incurred in connection therewith and in enforcing or collecting any judgment rendered therein.  Each party is responsible for their own attorney's fees in the closing of this transaction.

5.2                 Entire Agreement.   This Agreement represents the entire agreement between the parties relating to the subject matter hereof.  All previous agreements between the parties, whether written or oral, have been merged into this Agreement.  This Agreement completely expresses the agreement of the parties relating to the subject matter hereof.

5.3                 Survival; Termination.   The representations, warranties, and covenants of the respective parties shall survive the closing and the consummation of the transactions herein contemplated for a period of six months from the closing, unless otherwise provided herein.

5.4                 Counterparts.   This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken together shall be but a single instrument.

5.5                 Amendment or Waiver.   Every right and remedy provided herein shall be cumulative with every other right and remedy, whether conferred herein, at law, or in equity, and such remedies may be enforced concurrently, and no waiver by any party of the performance of any obligation by the other shall be construed as a waiver of the same or any other default then, theretofore, or thereafter occurring or existing.  At any time prior to the closing, this Agreement may be amended by a writing signed by all parties hereto, with respect to any of the terms contained herein, and any term or condition of this Agreement may be waived or the time for performance thereof may be extended by a writing signed by the party or parties for whose benefit the provision is intended.

5.6                 Binding Effect.   This Agreement shall inure to the benefit of and be binding upon the Company and Seller and their successors.  Nothing expressed in this Agreement is intended to give any person other than the persons mentioned in the preceding sentence any legal or equitable right, remedy or claim under this Agreement.

5.7                 Severability.   Every provision of this Agreement is intended to be severable.  If any term or provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder hereof.

5.8                 Captions.   The captions or headings in this Agreement are inserted for convenience and identification only and are not intended to describe, interpret, define, or limit the scope, extent, or intent of this Agreement or any provisions hereof.

5.9                 Applicable Law.   The Company and Seller hereby agree this Agreement shall be governed by and construed and enforced under and in accordance with the laws of the state of Texas and all subject matter and in persona jurisdiction shall be the state courts of Texas and as such the Company and Sellers irrevocably and unconditionally consent to submit to the exclusive jurisdiction of the courts of the State of Texas and of the United States of America located in Potter county Texas for any actions,

Suits or proceedings arising out of or relating to this Agreement and the Company and Buyer agree not to commence any action, suite or proceedings relating thereto except in such courts.

                            IN WITNESS WHEREOF, the corporate parties hereto have caused this Agreement to be executed by their respective officers, hereunto duly authorized, as of the date first above written.

GSSI Disclosure Schedule

The parties acknowledge that following the execution of this agreement the operation of GSSI as a FINRA broker dealer is subject to FINRA review and acceptance of an amended Form BD as well as a Continuing Member Application.  Seller and GSSI make no representations as to the acceptance by FINRA of these filings or any possible action that FINRA may require of GSSI to continue as a member of FINRA as a broker dealer.

Exhibit 10.2

ACQUISITION AGREEMENT

                            ACQUISITION AGREEMENT (the "Agreement") dated as of April 15 ^th , 2016, by and among Amazing Energy Oil and Gas Co., a Nevada corporation whose principal office is located at 701 S. Taylor St., Suite 470, LB 113, Amarillo, Texas 79101 ("AEOG") and each person listed on Exhibit A ("SELLERS") who are owners of shares of common stock of Jilpetco, Inc., a Texas corporation ("JILP") who have executed a subscription agreement which will be appended hereto at closing whose principal office is located at 701 S. Taylor Street, Suite 470, LB 113, Amarillo, Texas 79101 .

R E C I T A L S

A.                  JILP is engaged in the drilling for oil and gas.

B.                   SELLERS own all of the outstanding shares of JILP set forth on Exhibit A.

C.                   AEOG is a publicly traded company engaged in the business of oil and gas exploration, development, and on a limited scale the mining of properties containing valuable mineral deposits.

D.                  AEOG desires to acquire one hundred percent (100%) of the issued and outstanding shares of common stock of JILP, in consideration of AEOG paying Five Hundred Thousand Dollars ($500,000.00) to SELLERS.

AGREEMENT

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows.

ARTICLE I

ACQUISITION OF JILP COMMON STOCK BY AEOG

1.1                Acquisition of JILP. In the manner and subject to the terms and conditions set forth herein, AEOG shall acquire from SELLERS, one hundred percent (100%) of the issued and outstanding shares of common stock of JILP (the "JILP shares of common stock").

1.2                Effective Date. If all of the conditions precedent to the obligations of each of the parties hereto as hereinafter set forth shall have been satisfied or shall have been waived, the transactions set forth herein (the "Exchange") shall become effective on the Closing Date as defined herein.

1.3                Consideration and Due Date of Payment

(a)	In connection with the acquisition of the JILP shares of common stock, AEOG will pay the SELLERS Five Hundred Thousand Dollars ($500,000.00).

(b)	The consideration in 1.3 (a) above is due on April 15, 2016, but may be paid on or before one hundred and twenty (120) days from April 15, 2016.

1.4                Effect of Stock Purchase. As of the Closing Date, all of the following shall occur:

(a)              The Articles of Incorporation of JILP and AEOG, as in effect on the Effective Date, shall continue in effect without change or amendment.

(b)              The Bylaws of JILP and AEOG, as in effect on the Closing Date, shall continue in effect without change or amendment.

1.5                Disclosure Schedules. Simultaneously with the execution of this Agreement: (a) AEOG shall deliver a schedule relating to AEOG which, along with the reports of AEOG filed with the Securities and Exchange Commission, shall be referred to as the " AEOG Disclosure Schedule ", and (b) SELLERS and JILP shall deliver a schedule relating to SELLERS and JILP (the " JILP Disclosure Schedule " and collectively with the AEOG Disclosure Schedule , the " Disclosure Schedules" ) setting forth the matters required to be set forth in the Disclosure Schedules as described elsewhere in this Agreement. The Disclosure Schedules shall be deemed to be part of this Agreement. AEOG'S   Disclosure Schedule shall include, but is not limited to, all publicly filed documents of AEOG.

1.6                Further Action. From time to time after the Closing, without further consideration, the parties shall execute and deliver such instruments of conveyance and transfer and shall take such other action as any party reasonably may request to more effectively transfer the JILP shares of common stock and AEOG Shares.

ARTICLE II

CONDUCT OF BUSINESS PENDING CLOSING; STOCKHOLDER APPROVAL

AEOG, SELLERS and JILP covenant that between the date hereof and the Closing Date (as hereinafter defined):

2.1                Access by SELLERS and JILP. AEOG shall afford to SELLERS, JILP, and their legal counsel, accountants and other representatives, throughout the period prior to the Closing Date, full access, during normal business hours, to (a) all of the books, contracts and records of AEOG, and shall furnish SELLERS and JILP, during such period, with all information concerning AEOG that SELLERS or JILP may reasonably request and (b) the properties of AEOG in order to conduct inspections at SELLERS and JILP's expense to determine that AEOG is operating in material compliance with all applicable federal, state and local and foreign statutes, rules and regulations, and that AEOG's assets are substantially in the condition and of the capacities represented and warranted in this Agreement. Any such investigation or inspection by SELLERS or JILP shall not be deemed a waiver of, or otherwise limit, the representations, warranties and covenants contained herein. SELLERS and JILP shall grant identical access to AEOG and its agents.

2.2                Conduct of Business. During the period from the date hereof to the Closing Date, the business of AEOG and JILP shall be operated by the respective entities in the usual and ordinary course of such business and in material compliance with the terms of this Agreement. Without limiting the generality of the foregoing:

(a)                  AEOG and JILP, respectively, shall each use their reasonable efforts to (i) keep available the services of the present agents of AEOG and JILP; (ii) complete or maintain all existing

material agreements; (iii) maintain the integrity of all confidential information of AEOG and JILP; and (iv) comply in all material respects with al l applicable laws; and

                         (b)                 Except as contemplated by this Agreement, AEOG and JILP shall not (i) sell, lease, assign, transfer or otherwise dispose of any of their material assets or property including cash; (ii) agree to assume, guarantee, endorse or in any way become responsible or liable for, directly or indirectly, any material contingent obligation; make any material capital expenditures; (iii) enter into any transaction concerning a merger or consolidation other than with the other party hereto or liquidate or dissolve itself (or suffer any liquidation or dissolution) or convey, sell, lease, transfer or otherwise dispose of, in one transaction or a series of related transactions, all or a substantial part of its property, business, or assets, or stock or securities convertible into stock of any subsidiary, or make any material change in the present method of conducting business; (iv) declare or pay any dividends or make any other distribution (whether in cash or property) on any shares of its capital stock or purchase, redeem, retire or otherwise acquire for value any shares of its capital stock or warrants or options whether now or hereafter outstanding; (v) make or suffer to exist any advances or loans to, or investments in any person, firm, corporation or other business entity not a party to this Agreement; (vi) enter into any new material agreement or be or become liable under any new material agreement, for the lease, hire or use of any real or personal property; (vii) create, incur, assume or suffer to exist, any mortgage, pledge, lien, charge, security interest or encumbrance of any kind upon any of its property or assets, income or profits, whether now owned or hereafter acquired; or (viii) agree to do any of the foregoing.

2.3               Exclusivity to SELLERS and JILP. AEOG and its officers, directors, representatives and agents, from the date hereof, until the Closing Date (unless this Agreement shall be earlier terminated as hereinafter provided), shall not hold discussions with any person or entity, other than SELLERS and JILP or their respective agents concerning the Exchange, nor solicit, negotiate or entertain any inquiries, proposals or offers to purchase the business of AEOG, nor the shares of capital stock of AEOG from any person other than SELLERS and JILP, nor, except in connection with the normal operation of AEOG's respective business, or as required by law, or as authorized in writing by SELLERS, disclose any confidential information concerning AEOG to any person other than SELLERS, JILP and SELLERS and JILP's representatives or agents. SELLERS and JILP shall from the date hereof, and until the Closing Date, owe the identical obligations of confidentiality and exclusivity to AEOG concerning the Exchange as stated in this Section.

2.4                Board and Shareholder Approval. The Board of Directors of AEOG has determined that the Agreement is fair to and in the best interests of its stockholders and has approved and adopted this Agreement and the terms of the Agreement. Shareholders of AEOG will not vote or approve of the transaction contemplated by this agreement. This Agreement constitutes, and all other agreements contemplated hereby will constitute, when executed and delivered by AEOG, the valid and binding obligation of AEOG, enforceable in accordance with their respective terms.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF AEOG

Except as set forth in the AEOG Disclosure Schedule (which incorporates all the reports of AEOG filed with the United States Securities and Exchange Commission) AEOG represents and warrants to SELLERS and JILP as follows:

3.1                Organization and Standing. AEOG is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada. AEOG has all requisite corporate power to carry on its business as it is now being conducted and is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where such qualification is necessary under applicable law except where the failure to qualify (individually or in the aggregate) will not have any material adverse effect on the business or prospects of AEOG. The copies of the Articles of Incorporation and Bylaws of AEOG, as amended to date, which have been delivered to SELLERS and JILP, are true and complete copies of these documents as now in effect.

3.2                Taxes. For purposes of this Agreement, (A) "Tax" (and, with correlative meaning, "Taxes") shall mean any federal, state, local or foreign income, alternative or add-on minimum, business, employment, franchise, occupancy, payroll, property, sales, transfer, use, value added, withholding or other tax, levy, impost, fee, imposition, assessment or similar charge together with any related addition to tax, interest, penalty or fine thereon; and (B) "Returns" shall mean all returns (including, without limitation, information returns and other material information), reports and forms relating to Taxes.

(a)	AEOG has filed all Tax returns. AEOG will pay in full or has adequately reserved against all Taxes otherwise assessed against it through the Closing Date.

(b)

AEOG is not a party to any pending action or proceeding by any governmental authority for the assessment of any Tax, and, to the knowledge of AEOG, no claim for assessment or collection of any Tax related to AEOG has been asserted against AEOG that has not been paid. There are no Tax liens upon the assets of AEOG. There is no valid basis, to AEOG's knowledge, for any assessment, deficiency, notice, 30-day letter or similar intention to assess any Tax to be issued to AEOG by any governmental authority.

3.3                Compliance with Laws and Regulations. AEOG has complied and is presently complying, in all material respects, with all laws, rules, regulations, orders and requirements (federal, state and local and foreign) applicable to it in all jurisdictions where the business of AEOG is conducted or to which AEOG is subject, including all requisite filings with the SEC. AEOG has not made any misrepresentation nor has omitted any material facts in any of its SEC filings to date.

3.4               Hazardous Materials. To the knowledge of AEOG, AEOG has not violated, or received any written notice from any governmental authority with respect to the violation of any law, rule, regulation or ordinance pertaining to the use, maintenance, storage, transportation or disposal of "Hazardous Materials." As used herein, the term "Hazardous Materials" means any substance now or hereafter designated pursuant to Section 307(a) and 311 (b)(2)(A) of the Federal Clean Water Act, 33 USC§§ 1317(a), 1321 (b)(2)(A), Section 112 of the Federal Clean Air Act, 42 USC§ 3412, Section 3001 of the Federal Resource Conservation and Recovery Act, 42 USC § 6921, Section 7 of the Federal Toxic Substances Control Act, 15 USC § 2606, or Section 101 (14) and Section 102 of the Comprehensive Environmental Response, Compensation and Liability Act, 42 USC §§ 9601(14), 9602.

3.5               No Breaches. The making and performance of this Agreement will not (i) conflict with or violate the Articles of Incorporation or the Bylaws of AEOG, (ii) violate any laws, ordinances, rules, or regulations, or any order, writ, injunction or decree to which AEOG is a party or by which AEOG or any of its businesses, or operations may be bound or affected or (iii) result in any breach or termination of, or constitute a default under, or constitute an event which, with notice or lapse of time, or both, would become a default under, or result in the creation of any encumbrance upon any material asset of AEOG under, or create any rights of termination, cancellation or acceleration in any person under, any contract.

3.6                Employees. AEOG has does not have any employees that are represented by any labor union or collective bargaining unit. Nor does AEOG have any employment agreements or compensation plans which are in effect with anyone.

3.7                Financial Statements. Year-end audited financial statements and unaudited quarterly stub financial statements are available online at www.sec.gov  (collectively the "Financial Statements"). The Financial Statements present fairly, in all material respects, the financial position on the dates thereof and results of operations of AEOG for the periods indicated, prepared in accordance with generally accepted accounting principles ("GAAP"), consistently applied. There are no assets of AEOG the value of which is materially overstated in said balance sheets.

3.8                Absence of Certain Changes or Events. Except as set forth in the AEOG Disclosure   Schedule , since January 31, 2016 (the "Balance Sheet Dates"), there has not been:

(a)	any material adverse change in the financial condition, properties, assets, liabilities or business of AEOG;

(b)	any material damage, destruction or loss of any material properties of AEOG, whether or not covered by insurance;

(c)	any material adverse change in the manner in which the business of AEOG and has been conducted;

(d)	any material adverse change in the treatment and protection of trade secrets or other confidential information of AEOG; and

(e)	any occurrence not included in paragraphs (a) through (d) of this Section 3.8 which has resulted, or which AEOG has reason to believe, might be expected to result in, a material adverse change in the business or prospects of AEOG.

3.9                Government Licenses, Permits, Authorizations. AEOG has all governmental licenses, permits, authorizations and approvals necessary for the conduct of its business as currently conducted ("Licenses and Permits"). All such Licenses and Permits are in full force and effect, and no proceedings for the suspension or cancellation of any thereof is pending or, to the knowledge of AEOG, threatened.

3.10            Employee Benefit Plans.

(a)	AEOG has no bonus, material deferred compensation, material incentive compensation, stock purchase, stock option, severance pay, termination pay, hospitalization, medical, insurance, supplemental unemployment benefits, profit-sharing, pension or retirement plan.

(b)	AEOG has not maintained, sponsored or contributed to, any employee pension benefit plan (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) or any similar pension benefit plan under the laws of any foreign jurisdiction.

(c)

Except as set forth in the AEOG Disclosure Schedule , neither the execution, delivery or performance of this Agreement, nor the consummation of the Agreement or any of the other transactions contemplated by this Agreement, will result in any bonus, golden parachute, severance or other payment or obligation to any current or former employee or director of any of AEOG, or result in any acceleration of the time of payment, provision or vesting of any such benefits.

3.11            Business Locations. Other than as set forth in the AEOG Disclosure Schedule, AEOG does not own or lease any real or personal property in any state or country.

3.12            Intellectual Property. AEOG owns no intellectual property of any kind. AEOG is not currently in receipt of any notice of any violation or infringements of, and is not knowingly violating or infringing, or to the best of its knowledge has not violated or infringed the rights of others in any trademark, trade name, service mark, copyright, patent, trade secret, know-how or other intangible asset.

3.13            Governmental Approvals. Except as set forth in the AEOG Disclosure Schedule , no authorization, license, permit, franchise, approval, order or consent of, and no registration, declaration or filing by AEOG with, any governmental authority, domestic or foreign, federal, state or local, is required in connection with AEOG's execution, delivery and performance of this Agreement. Except as set forth in the AEOG Disclosure Schedule , no consents of any other parties are required to be received by or on the part of AEOG to enable AEOG to enter into and carry out this Agreement.

3.14            Transactions with Affiliates. Except as set forth in the AEOG Disclosure Schedule , AEOG is not indebted for money borrowed, either directly or indirectly, from any of its officers, directors, or any Affiliate (as defined below), in any amount whatsoever; nor are any of its officers, directors, or Affiliates indebted for money borrowed from AEOG; nor are there any transactions of a continuing nature between AEOG and any of its officers, directors, or Affiliates not subject to cancellation which will continue beyond the Closing Date, including, without limitation, use of the assets of AEOG for personal benefit with or without adequate compensation. For purposes of this Agreement, the term (i)"Affiliate" shall mean any person that, directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, the person specified. As used in the foregoing definition, the term (ii) "control" shall mean the power through the ownership of voting securities, contract or otherwise to direct the affairs of another person and (iii) "person" shall mean an individual, firm, trust, association, corporation, partnership, government (whether federal, state, local or other political subdivision, or any agency or bureau of any of them) or other entity.

3.15            No Distributions. AEOG has not made nor has any intention of making any distribution or payment to any of its shareholders with respect to any of its shares prior to the Closing Date.

3.16            Liabilities. AEOG has no material direct or indirect indebtedness, liability, claim, loss, damage, deficiency, obligation or responsibility, fixed or unfixed, choate or inchoate, liquidated or unliquidated, secured or unsecured, accrued, absolute, contingent or otherwise ("Liabilities"), whether or not of a kind required by generally accepted accounting principles to be set forth on a financial statement, other than (i) Liabilities fully and adequately reflected or reserved against on the AEOG Balance Sheet, (ii) Liabilities incurred since the Balance Sheet Date in the ordinary course of the business of AEOG, or (iii) Liabilities otherwise disclosed in this Agreement, including the exhibits hereto and AEOG Disclosure Schedule .

3.17            Accounts Receivable. AEOG has no accounts receivables other than as disclosed in the AEOG Disclosure Schedule.

3.18            Insurance. AEOG has no insurance policies in effect.

3.19            Principal AEOG Shareholder Representations and Warranties. THE PRINCIPAL AEOG SHAREHOLDER represents and warrants that he has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the other Closing Documents to which he is a party and to perform his obligations under this Agreement and the other Closing Documents to which he is a party, and he has good and marketable title to all of the AEOG Shares listed in Exhibit A hereto, free and clear of all liens, claims and encumbrances of any third persons.

3.20            No Omissions or Untrue Statements. To the best of each party's knowledge no representation or warranty made by AEOG or the PRINCIPAL AEOG SHAREHOLDER to SELLERS and JILP in this Agreement, the AEOG Disclosure Schedule or in any certificate of an AEOG officer required to be delivered to SELLERS pursuant to the terms of this Agreement, contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements contained herein or therein not misleading as of the date hereof and as of the Closing Date.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF JILP AND SELLERS

Except as set forth in the JILP Disclosure Schedule , SELLERS jointly and severally represent and warrant to AEOG as follows as of the date hereof and as of the Closing Date:

4.1                Organization and Standing of JILP. JILP is a corporation duly organized, validly existing and in good standing under the laws of the state of Texas, and has the corporate power to carry on its business as now conducted and to own its assets and is duly qualified to transact business as a foreign corporation in each state where such qualification is necessary except where the failure to qualify will not have a material adverse effect on the business or prospects of JILP. The copies of the Articles of Incorporation and Bylaws of JILP, as amended to date, and made available to AEOG, are true and complete copies of those documents as now in effect.

4.3                No Conflict. The making and performance of this Agreement will not (i) conflict with the Articles of Incorporation or the Bylaws of JILP, (ii) violate any laws, ordinances, rules, or regulations, or any order, writ, injunction or decree to which JILP is a party or by which JILP or any of their material assets, business, or operations may be bound or affected or (iii) result in any breach or termination of, or constitute a default under, or constitute an event which, with notice or lapse of time, or both, would become a default under, or result in the creation of any encumbrance upon any material asset of JILP, or create any rights of termination, cancellation, or acceleration in any person under any material agreement, arrangement, or commitment.

4.4                Properties. Except as set forth in the JILP Disclosure Schedule, SELLERS have good and marketable title to all of the JILP shares of common stock, free and clear of all liens, claims and encumbrances of third persons whatsoever, and JILP has good and marketable title to all of the assets and properties which it purports to own as reflected on the balance sheet included in the JILP Financial Statements (as hereinafter defined), or thereafter acquired.

4.5                Governmental Approval; Consents. No authorization, license, permit, franchise, approval, order or consent of, and no registration, declaration or filing by SELLERS or JILP with any governmental authority, domestic or foreign, federal, state or local, is required in connection with SELLERS OR JILP's execution, delivery and performance of this Agreement. Except as set forth in the JILP Disclosure Schedule , no consents of any other parties are required to be received by or on the part of SELLERS or JILP to enable SELLERS and JILP to enter into and carry out this Agreement.

4.6                Adverse Developments. Since January 31, 2016, there have been no material adverse changes in the assets, liabilities, properties, operations or financial condition of JILP, and no event has occurred other than in the ordinary and usual course of business or as set forth in the JILP Financial Statements which could be reasonably expected to have a materially adverse effect upon JILP.

4.7                Taxes. JILP has duly filed all returns required to be filed. All such returns were, when filed, and to SELLER'S knowledge are, accurate and complete in all material respects and were prepared in conformity with applicable laws and regulations. JILP has paid in full all taxes through the Closing Date. JILP is not a party to any pending action or proceeding by any governmental authority for the assessment of any tax, and, to the knowledge of JILP, no claim for assessment or collection of any tax has been asserted against JILP that have not been paid. There are no tax liens upon the assets of JILP. There is no valid basis, to JILP's knowledge, for any assessment, deficiency, notice, 30-day letter or similar intention to assess any tax to be issued to JILP by any governmental authority.

4.8                Litigation. Except as set forth on the JILP Disclosure Schedule , there is no material claim, action, proceeding, or investigation pending or, to their knowledge, threatened against or affecting SELLERS or JILP before or by any court, arbitrator or governmental agency or authority. There are no material decrees, injunctions or orders of any court, governmental department, agency or arbitration outstanding against SELLERS or JILP.

4.9                Compliance with Laws and Regulations. JILP has complied and is presently complying, in all material respects, with all laws, rules, regulations, orders and requirements applicable

to it in all jurisdictions in which its operations are currently conducted or to which it is currently subject.

4.11            Governmental Licenses, Permits and Authorizations. JILP has all governmental licenses, permits, authorizations and approvals necessary for the conduct of its business as currently conducted. All such licenses, permits, authorizations and approvals are in full force and effect, and no proceedings for the suspension or cancellation of any thereof is pending or threatened.

4.12            Liabilities. JILP has no material direct or indirect Liabilities, as that term is defined in Section 3.22 ("JILP Liabilities"), whether or not of a kind required by generally accepted accounting principles to be set forth on a financial statement, other than (i) JILP liabilities fully and adequately reflected or reserved against on the JILP Balance Sheet, (ii) JILP liabilities incurred in the ordinary course of the business of JILP, and (iii) JILP liabilities otherwise disclosed in this Agreement, including the Exhibits hereto.

4.13            Contracts and Other Commitments.   Schedule 4.13 of the JILP Disclosure Schedule consists of a true and complete list of all material contracts, agreements, commitments and other instruments (whether oral or written) to which JILP is a party. JILP has made or will make available to AEOG a copy of each such contract. All such contracts are valid and binding upon JILP and are in full force and effect and are enforceable in accordance with their respective terms. No such contracts are in breach, and no event has occurred which, with the lapse of time or action by a third party, could result in a material default under the terms thereof. To JILP'S knowledge, no stockholder of JILP has received any payment from any contracting party in connection with or as an inducement for causing JILP to enter into any such contract.

4.14            Absence of Certain Changes or Events. Except as set forth in the JILP Disclosure Schedule , since January 31, 2016 (the "Balance Sheet Date"), there has not been:

(a)              any material adverse change in the financial condition, properties, assets, liabilities or business of JILP;

(b)              any material damage, destruction or loss of any material properties of JILP, whether or not covered by insurance;

(c)              any material adverse change in the manner in which the business of JILP and has been conducted;

(d)              any material ad verse change in the treatment and protection of trade secrets or other confidential information of JILP; and

(e)              any occurrence not included in paragraphs (a) through (d) of this Section 4.15 which has resulted, or which JILP has reason to believe, might be expected to result in a material adverse change in the business or prospects of JILP.

4.15            Financial Statements. JILP will supply the financial statements required by Item 9.01(a) within 71 calendar days after the date that the initial report on Form 8-K must be filed relating to this transaction.

4.16            JILP Property. Schedule 4.16 of the JILP Disclosure Schedule sets forth a complete and correct list and summary description of all property owned by JILP.

4.17            Subsidiaries. Except as set forth in Schedule 4.18 of the JILP Disclosure Schedule , JILP owns no subsidiaries nor does it own or have an interest in any other corporation, partnership, joint venture or other entity.

4.18            Hazardous Materials. To the knowledge of JILP, JILP has not violated, or received any written notice from any governmental authority with respect to the violation of any law, rule, regulation or ordinance pertaining to the use, maintenance, storage, transportation or disposal of "Hazardous Materials." As used herein, the term "Hazardous Materials" means any substance now or hereafter designated which is found to be toxic or harmful to humans or the environment when present in certain amounts or quantities.

4.19            Employees. JILP has no employees that are represented by any labor union or collective bargaining unit.

4.20            Employee Benefit Plans. The JILP Disclosure Schedule identifies each salary, bonus, material deferred compensation, material incentive compensation, stock purchase, stock option, severance pay, termination pay, hospitalization, medical, insurance, supplemental unemployment benefits, profit-sharing, pension or retirement plan, program or material agreement.

4.21            Business Locations. Other than as set forth in the JILP Disclosure Schedule , JILP does not own or lease any real or personal property in any state or country (JILP rents offices in Amarillo, Texas).

4.22            Insurance. Except as set forth in Schedule 4.22 of the JILP Disclosure Schedule , JILP has no insurance policies in effect. (Insurance for directors).

4.23            No Omission or Untrue Statement. To the best of each party's knowledge, no representation or warranty made by SELLERS to AEOG in this Agreement contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements contained herein or therein not misleading as of the date hereof and as of the Closing Date.

ARTICLE V

CLOSING

5.1                Closing. The acquisition shall be completed on a date to be mutually agreed upon between the parties but not later than March 31, 2016 on which the last of the conditions contained in this Article V is fulfilled or waived (the "Closing Date"). At the Closing, AEOG and SELLERS shall make the deliveries contemplated by this Agreement, and in accordance with the terms of this Agreement.

5.2                AEOG's Closing Deliveries. At the Closing, in addition to documents referred elsewhere, AEOG shall cause to be delivered to SELLERS:

(a)

a certificate, dated as of the Closing Date, executed by the Treasurer or Chief Financial Officer of AEOG, to the effect that the representations and warranties contained in this Agreement are true and correct in all material respects at and as of the Closing Date and that AEOG has complied with or performed in all material respects all terms, covenants, and conditions to be complied with or performed AEOG on or prior to the Closing Date;

(b)	$500,000.00 cash which may be paid up to 120 days from March 31, 2016.

(c)	Audited financial statements required by Item 9.01(b) of Form 8-K which may be delivered up to 71 days from the date of this Agreement.

(d)	Certified resolution of the Board of Directors and shareholders authorizing and approving the transactions set forth herein;

(e)	The AEOG Disclosure Schedules;

(f)	such other documents as SELLERS or their counsel may reasonably require.

5.3                JILP's Closing Deliveries. At the Closing, in addition to documents referred to elsewhere, SELLERS shall deliver to AEOG:

(a)

a certificate of SELLERS dated as of the Closing Date that the representations and warranties of SELLERS contained in this Agreement are true and correct in all material respects and that SELLERS have complied with or performed in all material respects all terms, covenants, and conditions to be complied with or performed by SELLERS on or prior to the Closing Date;

(b)	certificates representing JILP shares of common stock owned by SELLERS, duly endorsed for transfer or accompanied by a properly executed stock power;

(c)	the JILP Disclosure Schedules;

(d)	such other documents as AEOG or its counsel may reasonably require.

ARTICLE VI

CONDITIONS TO OBLIGATIONS OF AEOG

The obligation of AEOG to consummate the Closing is subject to the following conditions, any of which may be waived by it in its sole discretion.

6.1                Compliance by JILP and SELLERS. JILP and SELLERS shall have performed and complied in all material respects with all agreements and conditions required by this Agreement to be performed or comp lied with i n all material respects by SELLERS prior to or on the Closing Date;

6.2                Accuracy of JILP and SELLERS' Representations. JILP and SELLERS'

representations and warranties contained in this Agreement (including the Disclosure Schedule) or any schedule, certificate, or other instrument delivered pursuant to the provisions hereof or in connection with the transactions contemplated hereby shall be true and correct in all material respects at and as of the Closing Date (except for such changes permitted by this Agreement) and shall be deemed to be made again as of the Closing Date.

6.3                Documents. All documents and instruments required hereunder to be delivered by JILP and SELLERS to AEOG at the Closing shall be delivered in form and substance reasonably satisfactory to AEOG and its counsel.

6.4                Litigation. No litigation seeking to enjoin the transactions contemplated by this Agreement or to obtain damages on account hereof shall be pending or, to AEOG's knowledge, be threatened.

6.5                Material Adverse Change. Except for operations in the ordinary course of business, no material adverse change shall have occurred subsequent to January 31, 2016, in the financial position, results of operations, assets, or liabilities of JILP, nor shall any event or circumstance have occurred which would result in a material adverse change in the financial position, results of operations, assets, or liabilities of JILP.

6.6                Approval by Board of Directors. The Board of Directors of AEOG shall have approved this Agreement and the transactions contemplated hereby.

6.7                Satisfaction with Due Diligence. AEOG shall have been satisfied with its due diligence review of JILP, its subsidiaries and their operations.

6.8                Regulatory Compliance. AEOG shall have received any and all regulatory approvals and consents required to complete the transactions contemplated hereby.

ARTICLE VII

CONDITIONS TO SELLERS' OBLIGATIONS

The obligation of SELLERS to consummate the Closing is subject to the following conditions, any of which may be waived by SELLERS in their discretion.

7.1                Compliance by AEOG. AEOG shall have performed and complied in all material respects with all agreements and conditions required by this Agreement to be performed or complied with by them prior to or on the Closing Date.

7.2                Accuracy of Representations of AEOG. The representations and warranties of AEOG contained in this Agreement (including the exhibits hereto and the AEOG Disclosure Schedule ) or any schedule, certificate, or other instrument delivered pursuant to the provisions hereof or in connection with the transactions contemplated hereby shall be true and correct in all material respects at and as of the Closing Date (except for changes permitted by this Agreement) and shall be deemed to be made again as of the Closing Date.

7.3                Litigation. No litigation seeking to enjoin the transactions contemplated by this

Agreement or to obtain damages on account hereof shall be pending or to SELLERS' knowledge, be threatened.

7.4                Documents. All documents and instruments required hereunder to be delivered by AEOG at the Closing shall be delivered in form and substance reasonably satisfactory to SELLERS and their counsel.

7.5                Balance Sheet. Except as set forth in Section 7.5 of the AEOG Disclosure Schedule, AEOG shall have no the liabilities as incurred in the ordinary course of business, as reflected on AEOG's most recent balance sheet, or as otherwise approved by SELLERS.

7.6                Approval by Board of Directors. The board of directors of JILP and each JILP selling shareholder shall have executed this agreement.

7.7                Satisfaction with Due Diligence. SELLERS shall have been satisfied with their due diligence review of AEOG and satisfied themselves that AEOG continues to trade its shares on the Bulletin Board.

7.8                Regulatory Compliance. JILP shall have received any and all regulatory approvals and consents required to complete the transactions contemplated hereby.

(b)

Prior to Closing, any party may terminate this Agreement following the insolvency or bankruptcy of the other party hereto, or if any one or more of the conditions to Closing set forth in Article VI or Article VII shall become incapable of fulfillment or there shall have occurred a material breach of this Agreement and either such condition of breach shall not have been waived by the party for whose benefit the condition was established, then AEOG (in the case of a condition in Article VI) or SELLERS (in the case of a condition specified in Article VII) may terminate this Agreement. In addition, either AEOG or SELLERS may terminate this Agreement upon written notice to the other if it shall reasonably determine that the Exchange has become inadvisable by reason of the institution or threat by any federal, state or municipal governmental authorities of a formal investigation or of any action, suit or proceeding of any kind against either or both parties.

8.2              Consequences of Termination. Upon termination of this Agreement pursuant to this Article VIII or any other express right of termination provided elsewhere in this Agreement, the parties shall be relieved of any further obligation under this Agreement except for the obligations in Section 11.4; provided, however, that no termination of this Agreement, pursuant to this Article VIII hereof or under any other express right of termination provided elsewhere in this Agreement shall operate to release any party from any liability to any other patty incurred otherwise than under this Agreement before the date of such termination, or from any liability resulting from any willful misrepresentation of a material fact made in connection with this Agreement or willful breach of any material provision hereof.

ARTICLE IX

ADDITIONAL COVENANTS

9.1               Mutual Cooperation. The parties hereto will cooperate with each other, and will use all reasonable efforts to cause the fulfillment of the conditions to the parties' obligations hereunder and to obtain as promptly as possible all consents, authorizations, orders or approvals from each and every third party, whether private or governmental, required in connection with the transactions contemplated by this Agreement.

9.2               Changes in Representations and Warranties of a Party. Between the date of this Agreement and the Closing Date, no party shall directly or indirectly, enter into any transaction, take any action, or by inaction permit an otherwise preventable event to occur, which would result in any of the representations and warranties of such party herein contained not being true and correct at and as of the Closing Date. Each party shall promptly give written notice to the other parties upon becoming aware of (a) any fact which, if known on the date hereof, would have been required to be set forth or disclosed pursuant to this Agreement, and (b) any impending or threatened breach in any material respect of any of the party's representations and warranties contained in this Agreement and with respect to the latter shall use all reasonable efforts to remedy same.

9.3               SEC Filings. The parties agree that the following filings shall be made with the Securities and Exchange Commission ("Commission"): (a) a report on Form 8-K will be filed with the Commission disclosing the consummation of the Exchange which shall include, but not be limited to, completion of Items 2.01 thereof; and, (b) any and all other filings necessary to comply with the Exchange Act.

9.4                Conduct of Business. During the period from the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, JILP shall continue to conduct its businesses and maintain its business relationships in the ordinary and usual course consistent with past practice and will not, without limitation, without the prior written consent of AEOG:

(a)              Sell, lease, assign transfer or otherwise dispose of any of its material assets, including cash;

(b)              Agree to, or assume guarantee, endorse or otherwise in any way be or become responsible or liable for, directly or indirectly, any material contingent obligation;

(c)              Make any material capital expenditures;

(d)              Enter into any transaction concerning a merger or consolidation other than with the other party hereto or liquidate or dissolve itself (or suffer any liquidation or dissolution) or convey, sell, lease, transfer or otherwise dispose of, in one transaction or a series of related transactions, all or a substantial part of its property, business, or assets, or stock or securities convertible into stock of any subsidiary, or make any material change in the present method of conducting business;

(e)              Declare or pay any dividends or make any other distribution (whether in cash or property) on any shares of its capital stock or purchase, redeem, retire or otherwise acquire for value any shares of its capital stock or warrants or options whether now or hereafter outstanding;

(f)              Make any advances or loans to, or investments in any person, firm, corporation or other business entity not a part y to this Agreement;

(g)              Enter into any new material agreement or be or become liable under any new material agreement, for the lease, hire or use of any real or personal property; or

(h)              Create, incur, assume or suffer to exist, any mortgage, pledge, lien, charge, security interest or encumbrance of any kind upon any of its property or assets, income or profits, whether now owned or hereafter acquired.

ARTICLE X

MISCELLANEOUS

10.1              Expenses. Each party shall each pay its own expenses incident to the negotiation, preparation, and carrying out of this Agreement, including legal and accounting and audit fees.

10.2              Survival of Representations, Warranties and Covenants. All statements contained in this Agreement or in an y certificate delivered by or on behalf of AEOG or SELLERS pursuant hereto, or in connection with the actions contemplated here by shall be deemed representations, warranties and covenants by SELLERS and AEOG as the case may be, hereunder. All representations, warranties, and covenants made by AEOG or SELLERS in this Agreement, or pursuant hereto, shall survive the Closing in a period of two (2) years.

10.3              Publicity. SELLERS and AEOG shall not issue any press release or make any other public statement, in each case, relating to, in connection with or arising out of this Agreement or the transactions contemplated hereby, without obtaining the prior approval of the other, which shall not be unreasonably withheld or delayed, except that prior approval shall not be required if, in the reasonable judgment of AEOG prior approval by SELLERS would prevent the timely dissemination of such release or statement in violation of applicable federal securities laws, rules or regulations or policies of the Bulletin Board.

10.4              Non-Disclosure. A disclosing party will not at any time after the date of this Agreement, without the recipient's consent, except in the ordinary operation of its business or as required by law, divulge, furnish to or make accessible to anyone any knowledge or information with

respect to confidential or secret processes, inventions, discoveries, improvements, formulae, plans, material, devices or ideas or know-how, whether patentable or not, with respect to any confidential or secret aspects of such party (including, without limitation, customer lists, supplier lists and pricing arrangements with customers or suppliers) ("Confidential Information"). The parties will not at any time after the date of this Agreement and prior to the Exchange use, divulge, furnish to or make accessible to anyone any Confidential Information (other than to its representatives as part of its due diligence or corporate investigation). Any information, which (i) at or prior to the time of disclosure by the disclosing party was generally available to the public through no breach of this covenant, (i i) was available to the public on a non-confidential basis prior to its disclosure by the disclosing party, or (iii) was made available to the public from a third patty provided that such third party did not obtain or disseminate such information in breach of any legal obligation of the disclosing party, shall not be deemed Confidential Information for purposes hereof, and the undertakings i n this covenant with respect to Confidential Information shall not apply thereto. The undertakings of the parties set forth above in this Section 11.4 shall terminate upon consummation of the Closing. If this Agreement is terminated pursuant to the provisions of Article VIII or any other express right of termination set forth in this Agreement, the recipient shall return to the disclosing party all copies of all Confidential Information previously furnished to it by the disclosing party.

10.5              Succession and Assignments and Third Party Beneficiaries. This Agreement may not be assigned (either voluntarily or involuntarily) by any party hereto without the express written consent of the other parties. Any attempted assignment in violation of this Section shall be void and ineffective for al l purposes. In the event of an assignment permitted by this Section, this Agreement shall be binding upon the heirs, successors and assigns of the parties hereto. There shall be no third party beneficiaries of this Agreement except as expressly set forth herein to the contrary.

10.6              Notices. All notices, requests, demands, or other communications with respect to this Agreement shall be in writing and shall be (i) sent by facsimile transmission, (ii) sent by the United States Postal Service, registered or certified mail, return receipt requested, or (iii) personally delivered by a nationally recognized express overnight courier service, charges prepaid, to the following addresses (or such other addresses as the parties may specify from time to time in accordance with this Section)

Counsel for AEOG:              Conrad C. Lysiak

The Law Office of Conrad C. Lysiak, P.S.

West 601 First Avenue

Suite 903

Spokane, WA 99201

Tel.: (509) 624-1475

Fax: (509) 747-1770

Email: cclysiak@lysiaklaw.com

If, to AEOG:                                   Stephen Salgado

Amazing Energy Oil and Gas, Co.

701 S. Taylor Street

Suite 470, LB 113

Amarillo, Texas 79101

Tel: (806) 322-1922

Fax: (806) 351-2088

Email: Stephen@amazingenergy.com

Any such notice shall, when sent in accordance with the preceding sentence, be deemed to have been given and received on the earliest of (i) the day delivered to such address or sent by facsimile transmission, (ii) the tenth business day following the date deposited with the United States Postal Service, as the case may be, or (iii) 72 hours after shipment by such courier service.

10.7              Construction. This Agreement shall be construed and enforced in accordance with the internal laws of the State of Texas without giving effect to the principles of conflicts of law thereof. All parties hereby irrevocably submit to the exclusive jurisdiction of any state or federal court sitting in the state of Texas for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waive, and agree not to assert in any suit, action or proceeding, any claim that he is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper.

10.8              Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall together constitute one and the same Agreement.

10.9              No Implied Waiver; Remedies. No failure or delay on the par1of the parties hereto to exercise any right, power, or privilege hereunder or under any instrument executed pursuant hereto shall operate as a waiver nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. All rights, powers, and privileges granted herein shall be in addition to other rights and remedies to which the parties may be entitled at law or in equity.

10.10          Entire Agreement. This Agreement, including the Exhibits and Disclosure Schedules attached hereto, sets forth the entire understandings of the parties with respect to the subject matter hereof, and it incorporates and merges any and all previous communications, understandings, oral or written as to the subject matter hereof, and cannot be amended or changed except in writing, signed by the parties.

10.11          Headings. The headings of the Sections of this Agreement, where employed, are for the convenience of reference only and do not form a part hereof and in nq way modify, interpret or construe the meanings of the parties.

10.12         Severability. To the extent that any provision of this Agreement shall be invalid or

unenforceable, it shall be considered deleted hereof and the remainder of such provision and of this Agreement shall be unaffected and shall continue in full force and effect.

10.13          Attorneys Fees. In the event an y legal action is brought to interpret or enforce this Agreement, the party prevailing in such action shall be entitled to recover its attorneys' fees and costs in addition to any other relief that it is entitled.

10.14         Consultants. Each party represents to the others that there i s no broker or finder entitled to a fee or other compensation for bringing the pa1t·ies together to effect the Exchange.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written.

EXHIBIT A

STOCKHOLDER(S) OF SELLERS:

Arnold "Jed" Miesner                                                        Shares Owned of Seller:                                                        1 00%

AEOG Disclosure Schedule

JILP and SELLERS' Disclosure Schedule