Exhibit 10.1

Share Exchange Agreement

dated as of

May 27, 2016

and entered into

by and between

Key Link Assets Corp.,

a Delaware corporation

and

Shareholders of

Foothills Petroleum, Inc.,

a Nevada corporation,

SHARE EXCHANGE AGREEMENT

This Agreement for Share Exchange (this “ Agreement ”), dated as of May 27, 2016, is entered into by and among Key Link Assets Corp., a Delaware corporation (“ KYLK ”), Wilshire Energy Partners LLC, a Nevada limited liability company, (" Wilshire ") and Foothills Petroleum, Inc., a Nevada corporation (“ FHPI ”), with respect to the following matters:

RECITALS

A.           FHPI is an independent oil and gas exploration company engaged in the acquisition and development of oil and natural gas properties. FHPI is focused on acquiring producing and developmental properties in the Rockies and Mid-Continent. FHPI seeks to acquire distressed, dislocated and underdeveloped oil and gas assets and maximize those assets to create shareholder value (the "Business"). Its principal obligations consist of convertible promissory notes in the amount of approximately $1 million plus interest accruing at a rate of 8% per annum (the " Notes ").

B.           FHPI acquired approximately 14,112,250 shares of KYLK in the aggregate (" FHPI Acquired Shares "), constituting approximately 96% of outstanding capital stock of KYLK, in a private transaction from five principal shareholders of KYLK effective May 2, 2016.

C.           Effective May 16, 2016 KYLK effected a 4:1 forward stock split of its shares (the "Stock Split").

D.           Wilshire is the sole shareholder of FHPI, and, on conversion of the Notes following completion of the share exchange as contemplated by this Agreement, KYLK will issue 4,500,000 shares of KYLK to Wilshire and 1,503,759 shares of KYLK to the sole third party holder of the Notes (the " Conversion Shares ").

E.           The Board of Directors of KYLK and the shareholders of FHPI have each determined that it is advisable and in the best interests of KYLK and of FHPI to consummate, and have approved, the share exchange transaction by which KYLK, acquires all of the outstanding common stock of FHPI (the " Share Exchange ") for shares of common stock of KYLK, following which KYLK will continue as a holding corporation whose sole business and operations will consist of the business and operations of FHPI and FHPI will become a wholly owned subsidiary of KYLK.

F.           KYLK, Wilshire and FHPI desire to make certain representations, warranties and agreements in connection with the Exchange and also to prescribe various conditions to the Exchange as more particularly set forth below.

AGREEMENT

Now therefore, in consideration of the mutual covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto covenant and agree as follows:

Section 1.      The Acquisition .

1.1         The Acquisition .  At the Effective Time (as defined in Section 1.2 ), upon the terms and subject to the conditions of this Agreement, there will be an exchange of all the outstanding equity of the FHPI for the common stock of KYLK, with the result that FHPI shall become a wholly owned entity and subsidiary of KYLK.

1.2         Effective Time .  At the Closing there will be an exchange of all the equity securities of the FHPI for shares of common stock of KYLK, as provided herein, at which time the Exchange shall become effective (the date and time of filing being the "Effective Time")

1.3         Closing .  The closing of the Exchange (the “ Closing ”) will take place at 11111 Santa Monica Boulevard, Suite 1840, Los Angeles, California 90025, or at such other place as the parties hereto mutually agree, on a date and at a time to be specified by the parties, which shall in no event be later than 10:00 a.m., local time, on the first business day following satisfaction of the conditions set forth in Sections 6 and 7 , provided that the other closing conditions set forth in this Agreement have been satisfied or, if permissible, waived in accordance with this Agreement, or on such other date as the parties hereto mutually agree (the “ Closing Date ”).  At the Closing there shall be delivered to KYLK and Wilshire the certificates and other documents and instruments required to be delivered hereunder, including without limitation, under Sections 7 and 8 .

1.4         Directors and Officers of KYLK .  The directors of FHPI and the officers of FHPI immediately prior to the Effective Time shall, from and after the Effective Time, be the directors and officers, respectively, of each of the FHPI and KYLK until their successors shall have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with KYLK’s Certificate of Incorporation and Bylaws, as the case may be.

1.5         Further Assurances .  Each party hereto will execute such further documents and instruments and take such further actions as may reasonably be requested by one or more of the others to consummate the transactions contemplated by this Agreement, or to effect the other purposes of this Agreement.

Section 2 .            Exchange of Equity Interests in the Share Exchange .

2.1         Exchange for Common Stock of FHPI .  All the issued and outstanding shares of common stock and all other outstanding equity securities of FHPI (each a " FHPI Common Share ") shall be exchanged for fully paid and non-assessable shares of common stock, par value $.0001 per share, of KYLK (" KYLK Common Stock ") equal to 4,500,000 shares issuable to Wilshire Energy Partners LLC (the " Wilshire Shares ") and 1,503,759 shares of common stock, constituting the Conversion Shares, to Alternus Capital Holdings Limited (“ Alternus ”), a British Virgin Islands company, issuable on conversion of the Notes that in the aggregate shall constitute no less than 71.783% of the outstanding capital stock of KYLK completion of the Share Exchange, without giving effect to the FHPI Acquired Shares.

2.2         Cancellation of Treasury Securities .   All FHPI Acquired Shares, or any other shares of FHPI Common Stock owned by any wholly owned Subsidiary of either KYLK or FHPI prior to the Effective Date, shall be canceled and retired and shall cease to exist and no stock of KYLK or other consideration shall be delivered in exchange therefor.  As used in this Agreement, “ Subsidiary ” means, with respect to any party, any corporation or other organization, whether incorporated or unincorporated, of which more than fifty percent (50%) of either the equity interests in, or the voting control of, such corporation or other organization is, directly or indirectly through Subsidiaries or otherwise, beneficially owned by such party.

2.3         Convertible Securities .   At the Effective Time, all of the Notes shall be converted into the Conversion Shares as set forth in paragraph 2.1 above following which there will be no securities outstanding that are convertible or exchangeable for FHPI Common Shares except for warrants, having a term of five years and not exercisable for 12 months from the date of the Exchange, to purchase shares (in aggregate amount of 700,000 of which (i) 100,000 are exercisable at $1.25 per share, (ii) 200,000 are exercisable at $2.00 per share and (iii) 400,000 are exercisable at $3.00 per share) issuable to Wilshire, as further described and set forth on Exhibit 3.7 (the "Wilshire Warrants").

2.4         Re-Issuance of FHPI Shares and Warrants . At the Effective Time, or promptly thereafter, each FHPI Common Share received in the Exchange will be reissued in the name of KYLK, unless otherwise determined by KYLK to be cancelled and returned to the status of authorized but unissued shares of capital stock. At the Effective Time KYLK will exchange each of the Wilshire Warrants for warrants, to purchase KYLK shares, that have substantially the same terms as the Wilshire Warrants and the Wilshire Warrants shall be canceled, terminate and have no further effect.

Section 3 .            Representations and Warranties of FHPI .  Wilshire and FHPI represent and warrant to KYLK as follows:

3.1         Corporate Existence, Power and Authority .  FHPI is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority to conduct its business (the “ Business ”) as now being conducted, and to own, lease or otherwise hold its properties, to enter into this Agreement, and to carry out the transactions contemplated by this Agreement to which it is a party.

3.2         Corporate Action .  The execution and delivery of this Agreement by Wilshire have been authorized by all requisite corporate action on the part of Wilshire.

3.3         Validity .  This Agreement constitutes the legal, valid and binding obligation of Wilshire enforceable in accordance with its terms except as enforcement may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws presently or hereafter in effect affecting the enforcement of creditors’ rights generally and subject to general principles of equity.

KYLK – Foothills Share Exchange Agreement

3.4         Financial Statements.   The audited financial statements of FHPI as of and for the year ended December 31, 2015, and unaudited financial statements for the interim three month period ended March 31, 2016 (hereinafter referred to as the “ FHPI Financial Statements ”), fairly present, to the knowledge of Wilshire, the financial condition of FHPI as of the dates thereof and the results of its operations for the periods covered thereby. To the knowledge of Wilshire, other than as set forth in any schedule or exhibit attached hereto, and except as may otherwise be set forth or referenced herein, there are no material liabilities or obligations, either fixed or contingent, not disclosed or referenced in the FHPI Financial Statements or in any exhibit or notes thereto other than contracts or obligations occurring in the ordinary course of business since March 31, 2016; and no such contracts or obligations occurring in the ordinary course of business constitute liens or other liabilities which materially alter the financial condition of FHPI as reflected in the FHPI Financial Statements. FHPI has, or will have at the Closing, good title to all assets, properties or contracts shown on the FHPI Financial Statements subject only to dispositions and other transactions in the ordinary course of business, the disclosures set forth herein and therein and liens and encumbrances of record disclosed therein.

3.5         Qualification as a Foreign Corporation .  FHPI is duly qualified and in good standing as a foreign corporation and licensed to conduct the Business as now being conducted in each jurisdiction in which FHPI is required to be qualified to conduct the Business, except where failure to be so qualified, in good standing and licensed would have no material and adverse impact on the ownership of its assets and properties or the conduct of the Business.

3.6         Conflict with Other Instruments .  Neither the execution and delivery of this Agreement by Wilshire nor the consummation by Wilshire of the transactions contemplated by this Agreement to which it is a party will (i) conflict with, or result in a breach of, the terms, conditions or provisions of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or result in the creation of a lien or encumbrance on, or cause the triggering of a “due on sale” clause or similar restriction or provision affecting, any of its assets or properties pursuant to (A) the articles of incorporation or bylaws of FHPI or (B) any material indenture, mortgage, lease, agreement or other instrument to which FHPI is a party or by which it, or any of its assets or properties, may be bound or affected, or (ii) violate any provision of law, statute, rule or regulation to which FHPI is subject or by which it or its properties are bound except where such violation would have no material and adverse impact on the ownership of its assets or properties or the conduct of the Business.

3.7         Capitalization .  The authorized capital stock of FHPI consists of 30,000,000 shares of common stock, $.001 par value, and there are no shares of preferred stock authorized. As of the date hereof, there are 4,500,000 shares of common stock of FHPI issued and outstanding, that are owned by Wilshire, exclusive of the Wilshire Warrants.  All of the issued and outstanding shares of FHPI Common Stock have been duly authorized and validly issued and are fully paid and nonassessable and free of preemptive rights.  Except as set forth on Schedule 3.7 , to the knowledge of FHPI, there are no voting trusts, shareholder agreements or other voting arrangements, capacities, charges, liens or encumbrances on any shares of FHPI Stock that have been entered into by FHPI Shareholders.  Except for the Wilshire Warrants as set forth on Exhibit 3.7 and for the Conversion Shares issuable on conversion of the Notes following the Exchange as set forth on Schedule 3.7 there are no outstanding subscriptions, contracts, convertible or exchangeable securities, options, warrants, calls or other rights obligating FHPI to issue, sell, exchange, or otherwise dispose of, or to purchase, redeem or otherwise acquire, shares of, or securities convertible into or exchangeable for, capital stock of FHPI.

KYLK – Foothills Share Exchange Agreement

3.8         No Adverse Change .  To the knowledge of FHPI and Wilshire, since March 31, 2016: (i) there has been no material adverse change in the condition, financial or otherwise, of the Business or its assets or properties, or in the prospects thereof or therefor; and, (ii)  since March 31, 2016 none of its assets or properties or the Business has been adversely affected in any material way by, or sustained any material loss, whether or not insured, as a result of any fire, flood, accident, explosion, strike, labor disturbance, riot, act of God or the public enemy or other calamity or casualty.  Except as previously disclosed to KYLK in writing pursuant to this Agreement and since March 31, 2016, FHPI (i) has not become involved in any unresolved labor trouble or dispute which materially and adversely affects the Business, (ii) has not become a party to any collective bargaining agreement, and (iii) has not suffered any liability, judgment, lien or termination of contract or the imposition of any obligation, the effect of which shall be materially adverse to the Business or its assets or properties.  

3.9         Assets; Title to Assets .  The assets or properties of FHPI consist principally of tangible and intangible assets, including oil and gas leases, seismic information, and other intangible rights all as further described on Schedule 3.9 (the “ Principal Assets ”).   FHPI has good and marketable title to the Principal Assets, free and clear of all mortgages, liens, claims or encumbrances of any kind or any conditional sale agreement or other title retention agreement.

3.10       Material Contracts .  FHPI has furnished or made available to KYLK accurate and complete copies or detailed descriptions of FHPI Material Contracts (as defined below) applicable to FHPI including the Principal Assets .  With respect to any FHPI Material Contract, FHPI is not aware of any existing breach, default or event of default by FHPI, or event that with notice or lapse of time or both would constitute a breach, default or event of default by FHPI, other than breaches, defaults or events of default that would not have a material adverse effect on the business, assets or prospects of FHPI (a “ FHPI Material Adverse Effect ”), nor does FHPI know of, and FHPI has not received notice of, or made a claim with respect to, any breach or default by any other party thereto that would, severally or in the aggregate, have a FHPI Material Adverse Effect.  As used herein, the term “ FHPI Material Contracts ” shall mean all (i) employee benefit plans, share option schemes or agreements and employment, consulting or similar contracts, (ii) contracts that involve remaining aggregate payments by FHPI in excess of $10,000 or which have a remaining term in excess of two years, (iii) insurance policies, and (iv) all contracts that would, if terminated, have a FHPI Material Adverse Effect.

KYLK – Foothills Share Exchange Agreement

3.11       Litigation, Etc.   There are no actions, suits, claims investigations or proceedings pending in any court or by or before any governmental agency to which FHPI is a party or otherwise affecting the Principal Assets or the Business as now or heretofore conducted by FHPI, and, to the knowledge of Wilshire , after due inquiry, there is no action, suit, claim, investigation, proceeding, grievance or controversy threatened against FHPI with regard to or affecting the Principal Assets or the Business as now or heretofore conducted by it.  There is no action, suit, claim, investigation or proceeding known to FHPI, after due inquiry, which is pending or threatened which questions the validity or propriety of this Agreement or any action taken or to be taken by FHPI in connection with this Agreement.  FHPI is not subject to any judicial injunction or mandate or any quasi-judicial order or quasi-judicial restriction directed to or against it as a result of its ownership of the Principal Assets or its conduct of the Business as now or heretofore conducted by it and no governmental agency has at any time challenged or questioned in writing, or commenced or given notice of intention to commence any investigation relating to, the legal right of FHPI to conduct the Business or any part thereof as now or heretofore conducted by it, so as to materially and adversely affect the ownership and use of the Principal Assets.

3.12       Compliance with Laws, Etc.   FHPI has complied with all laws and regulations of any applicable jurisdiction with which it is or was required to comply in connection with its ownership of the Principal Assets and its conduct of the Business, the enforcement of which would have a material and adverse effect on the ownership of the Principal Assets or the conduct of the Business.  FHPI has all permits and permissions of governments, governmental authorities and quasi-governmental authorities necessary to own the Principal Assets and to conduct the Business as now conducted, except where failure to have such permits and permissions would have no material and adverse effect on the ownership of the Principal Assets or the conduct of the Business.

3.13       Governmental Approvals.   No authorization, consent or approval or other order or action of or filing or registration with any court, administrative agency, or other governmental or regulatory body or authority is required for the execution and delivery by FHPI of this Agreement.

3.14       ERISA. Except as and to the extent as may be set forth in Schedule 3.14 annexed hereto, (i) FHPI has never sponsored, maintained or contributed to any employee pension benefit plan, within the meaning of Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”); (ii) is not required to contribute to, nor has ever been required to contribute to, any multi-employer plan within the meaning of Section 3(37)(A) of ERISA; (iii) does not sponsor or contribute to any employee welfare benefit plan within the meaning of Section 3(1) of ERISA, nor has it entered into any pay arrangements, plans or programs that are ERISA Plans; or (iv) have an ERISA or non-ERISA Plan that provides benefits, including, without limitation, death, health or medical benefits (whether or not insured), with respect to current or former employees beyond their retirement or other termination of service other than coverage mandated by applicable law, deferred compensation benefits accrued as liabilities on financial statements, or benefits, the full cost of which are borne by the current or former employee or his beneficiary. The consummation of the transactions contemplated by this Agreement will not entitle any current or former employee or officer of FHPI to severance pay, unemployment compensation or any other payment, accelerate the time of payment or vesting, or increase the amount of compensation or benefits due any such employee or officer.

KYLK – Foothills Share Exchange Agreement

3.15       Employee Plans. Except as otherwise disclosed herein or in Schedule 3.15 annexed hereto, neither FHPI nor any predecessor or subsidiary thereof has or maintains any employee benefit, bonus, incentive compensation, profit-sharing, equity, stock bonus, stock option, stock appreciation rights, restricted stock, other stock-based incentive, executive compensation agreement, employment agreement, deferred compensation, pension, stock purchase, employee stock ownership, savings, pension, retirement, supplemental retirement, employment related change-in-control, severance, salary continuation, layoff, welfare (including, without limitation, health, medical, prescription, dental, disability, salary continuation, life, accidental death, travel accident, and other insurance), vacation, holiday, sick leave, fringe benefit, or other benefit plan, program, or policy, whether qualified or nonqualified and any trust, escrow, or other agreement related thereto, covering any present or former employees, directors, or their respective dependents.

3.16       Certain Payments. To the knowledge of FHPI and Wilshire, neither FHPI nor any of its officers, employees or agents, nor any other person acting on behalf of FHPI, has directly or indirectly, within the past five (5) years, given or agreed to give any gift or similar benefit to any person who is, or may be in a position to help or hinder FHPI’s business, or assist it in connection with any actual or proposed transaction, which (i) might be reasonably expected to subject it to any material damage or penalty in any action or to have a FHPI Material Adverse Effect on FHPI or its business, assets, properties, financial condition or results of operations (a “ Material Adverse Effect” ), (ii) if not given in the past, might have reasonably been expected to have had a Material Adverse Effect, or (iii) if not continued in the future, might be reasonably expected to have a Material Adverse Effect or to subject FHPI to material suit or penalty in any action.

3.17       Applicable Laws. To the knowledge of Wilshire, FHPI has conducted the Business in compliance with all applicable federal, state and local laws, ordinances or regulations, now or previously in effect, relating to environmental conditions, industrial hygiene or Hazardous Materials on, under, in or about the Real Property including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. Section 8601 et seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6401 et seq., the Toxic Substances Control Act, 15 U.S.C. Sections 2601 through 2629, the Safe Drinking Water Act, 42 U.S.C. Sections 300f through 300j, and any similar State or local laws and ordinances and the regulations now or previously adopted, published and/or promulgated pursuant thereto (collectively, the “ Hazardous Materials Laws ”).

3.18       Leases, Licenses and Permits .  The Principal Assets constitute all leases, licenses, permits, consents, approvals or authorizations of governments, governmental authorities or quasi-governmental authorities (both United States and foreign) currently owned or held by FHPI in connection with the Business (the “ Leases, Licenses and Permits ”), and, except as may be noted on Schedule 3.18 , FHPI is the owner or exclusive licensee of each such License and Permit.  No claims made by third parties with respect to any of the Leases, Licenses and Permits are pending.  There are no decrees, licenses, sublicenses, agreements or limitations now in effect relating to any of the P, Licenses and Permits and there has been no notice to FHPI that any License or Permit infringes the rights of any third party or is being infringed by any third party or is otherwise in breach or default of any such License or Permit.

KYLK – Foothills Share Exchange Agreement

3.19       Trademarks, Tradenames, etc.   FHPI does not own or use any registered or unregistered copyrights, trademarks, tradenames, service marks, service names, slogans or assumed names (nor are any of the same used or held for use) in connection with the conduct of the Business.    

3.20       Books and Records, etc.   Prior to the Closing Date, FHPI will make available to KYLK copies of all books and records in FHPI’s possession relating to the Business and the Principal Assets, and on the Closing Date FHPI will deliver to KYLK all such books and records in FHPI’s possession.

3.21       No Material Undisclosed Liabilities .  Except as provided in the FHPI’s audited financial statements, or its unaudited financial statements for the three months ended March 31, 2016, or in Schedule 3.21 , there are to the knowledge of Wilshire no liabilities or obligations of FHPI of any nature, whether absolute, accrued, contingent, or otherwise, other than (a) obligations under the Licenses and Permits and (b) liabilities and obligations that are in the aggregate less than $150,000.

3.22       Absence of Certain Events . To knowledge of Wilshire, and except as may be otherwise disclosed herein or by a written attachment hereto, no executive officer or director of FHPI has been within the past five (5) years, (i) a party to any bankruptcy petition against such person or against any business of which such person was affiliated; (ii) convicted in a criminal proceeding or subject to a pending criminal proceeding (excluding traffic violations and other minor offenses; (iii) subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting their involvement in any type of business, securities or banking activities; or (iv) found by a court of competent jurisdiction in a civil action by the Securities and Exchange Commission or the Commodity Futures Trading Commission, to have violated a federal or state securities or commodities law and which judgment has not been reversed, suspended or vacated. 

3.23       Tax Returns and Tax Liabilities .  Except as set forth in Schedule 3.23 , FHPI has (i) filed all tax returns required to be filed in any jurisdiction to which it is subject, (ii) collected and timely paid over to the taxing authorities of each such jurisdiction all taxes required to be collected by FHPI from other persons, such as sales taxes, payroll taxes, etc., (iii) either timely paid in full all taxes due to be paid by it and all taxes claimed to be due and payable from it by each such jurisdiction (except for any such taxes as are being contested in good faith by appropriate proceedings), and any interest, additions to tax and penalties with respect thereto, or provided adequate reserves for the payment thereof, (iv) fully accrued on its books all taxes, and any interest, additions to tax and penalties with respect thereto, for any period through the date hereof which are not yet due, including such as are being contested, and (v) the amount of any reserves and accruals in respect of taxes is at least equal to the net amount of all taxes and any interest, additions to tax, penalties and deficiency assessments, payable or which in the future become payable by FHPI with respect to all periods up to and including the date hereof.

KYLK – Foothills Share Exchange Agreement

3.24       Officers and Employees .   Schedule 3.24 hereto contains a list of the names of each officer and each full-time employee of FHPI employed in the Business at the date hereof and such person’s position.  Since March 31, 2016, except as set forth on Schedule 3.24 , there has been no change of, or agreement to change, any terms of employment, including without limitation, salary, wage rates or other compensation, of any officer or employee of FHPI employed in the Business.  FHPI will use its commercially reasonable best efforts to induce all employees of FHPI employed in the Business to continue their respective employment following the Closing Date.  For each employee hired by FHPI after January 1, 2016, FHPI has verified appropriate documents and has a verified and signed INS Form I-9 for each such employee, if required.  All such forms are in FHPI’s possession and shall be turned over to KYLK for each employee accepting employment with KYLK as of the Closing.  FHPI has not received any information that would lead it to believe that a material number of the employees of FHPI employed in the Business will or may cease to be employees of FHPI, or will refuse offers of employment from KYLK, because of the consummation of the transactions contemplated by this Agreement to which it is a party.

3.25       Principal Assets Constitute the Business, etc.   The Principal Assets, including oil and gas leases, comprise the principal part of the assets, property, rights and business owned by and employed by FHPI in connection with the Business and will enable FHPI to operate the Business in substantially the same manner after the Closing as it is being conducted immediately before the Closing.  All of the physical assets are serviceable for the purposes for which they are being used on the date hereof.

3.26       Material Information .  To the knowledge of FHPI and Wilshire, neither the Schedules hereto nor this Agreement contains any untrue statement of a material fact or omit to state a material fact necessary to make information contained therein or herein not misleading.  To the knowledge of FHPI, there is no fact or condition which FHPI has not disclosed to KYLK in writing which materially adversely affects the condition, financial or otherwise, of the Principal Assets or the Business or the prospects thereof or therefor, or the ability of FHPI to perform any of its obligations under this Agreement.

3.27       No Other Agreements to Sell Assets or Equity Interests .  To the knowledge of FHPI and other than pursuant to or contemplated by this Agreement, FHPI has no legal obligation, absolute or contingent, to any person or firm to sell the Business or the Principal Assets relating to the Business (other than sales in the ordinary course of FHPI’s business) or any equity interest therein, or to effect any merger, consolidation or other reorganization of FHPI or to enter into any agreement with respect thereto.

3.28       Bank Accounts . A list of all checking, savings or other similar accounts of FHPI at any bank or other financial institution as of the Closing Date and the signatories for each such account are set forth on Schedule 3.28 attached hereto.

Section 4 .            Representations and Warranties of KYLK .  KYLK hereby represents and warrants to Wilshire as follows:

4.1         Corporate Existence, Power and Authority .   KYLK is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority to conduct its business as now being conducted, and to own, lease or otherwise hold its properties, to enter into this Agreement.

KYLK – Foothills Share Exchange Agreement

4.2         Corporate Action .  The execution and delivery of this Agreement by KYLK have been authorized by all requisite corporate action on the part of KYLK.

4.3         Validity .  This Agreement constitutes the legal, valid and binding obligations of KYLK, enforceable in accordance with its terms except as enforcement may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws presently or hereafter in effect affecting the enforcement of creditors’ rights generally and subject to general principles of equity.

4.4         Qualification as a Foreign Corporation .  KYLK is duly qualified and in good standing as a foreign corporation and licensed to conduct its business as now being conducted in each jurisdiction in which KYLK is required to be qualified to conduct its business, except where failure to be so qualified, in good standing and licensed would have no material and adverse impact on the ownership of its assets and properties or the conduct of KYLK’s business as now conducted.

4.5         Conflict with Other Instruments .  The execution and delivery of this Agreement by KYLK will not (i) conflict with, or result in a breach of, the terms, conditions or provisions of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or result in the creation of a lien or encumbrance on, or cause the triggering of a “due on sale” clause or similar restriction or provision affecting, any of its assets or properties pursuant to (A) the certificate of incorporation or bylaws of KYLK or (B) any material indenture, mortgage, lease, agreement or other instrument to which KYLK is a party or by which it, or any of its assets or properties, may be bound or affected, or (ii) violate any provision of law, statute, rule or regulation to which KYLK is subject or by which it or its properties are bound except where such violation would have no material and adverse impact on the ownership of its assets or properties or the conduct of KYLK’s business as now conducted.

4.6         Capitalization .

(a)  The authorized capital stock of KYLK shall consist of 100,000,000 shares of common stock, $0.0001 par value and 25,000,000 shares of preferred stock, deemed to be “blank check” preferred.  As of December 31, 2015, 14,702,250 shares of KYLK Common Stock were issued and outstanding. As of May 16, 2016, KYLK has implemented a four for one forward stock split, and excluding FHPI Acquired Shares, there were 2,360,000 shares of KYLK issued and outstanding. After giving effect to the Share Exchange and conversion of the Notes upon issuance of the Conversion Shares, there will be a total of 8,363,759 shares of common stock of KYLK outstanding, without giving effect to the FHPI Acquired Shares.  Except as set forth on Schedule 4.6 or in this paragraph 4.6, there has been no change in the number of issued and outstanding shares of KYLK Common Stock.  All of the issued and outstanding shares of KYLK Common Stock are, and all shares reserved for issuance will be, upon issuance in accordance with the terms specified in the instruments or agreements pursuant to which they are issuable, duly authorized, validly issued, fully paid and nonassessable.  Except as set forth on Schedule 4.6 , there is no outstanding subscription, contract, convertible or exchangeable security, option, warrant, call or other right obligating KYLK to issue, sell, exchange, or otherwise dispose of, or to purchase, redeem or otherwise acquire, shares of, or securities convertible into or exchangeable for, capital stock of KYLK.

KYLK – Foothills Share Exchange Agreement

(b)          To KYLK’s knowledge, there are no voting trusts, stockholder agreements or other voting arrangements that have been entered into among the stockholders of KYLK.

(c)          The KYLK Common Stock, upon issuance in accordance with the share exchange as provided in this Agreement, will be duly authorized, validly issued, fully paid and nonassessable.

(d)          There are no outstanding contractual obligations of KYLK or any Subsidiary of KYLK to repurchase, redeem or otherwise acquire any shares of capital stock or any capital stock of any Subsidiary of KYLK or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Subsidiary of KYLK or any other person.

4.7         Governmental Approvals .  No authorization, consent or approval or other order or action of or filing or registration with any court, administrative agency, or other governmental or regulatory body or authority is required for the execution and delivery by KYLK of this Agreement.

4.8         Litigation .  Except as disclosed in the KYLK SEC Reports (as defined in Section 4.10 ), (i) there are no actions, suits, arbitrations or proceedings pending or, to the knowledge of KYLK, threatened against, relating to or affecting, nor to the knowledge of KYLK are there any governmental or regulatory authority investigations or audits pending or threatened against, relating to or affecting, KYLK or any of its Subsidiaries or any of their respective assets and properties which, individually or in the aggregate, could be reasonably expected to have a material adverse effect on KYLK and its Subsidiaries taken as a whole, and there are no facts or circumstances known to KYLK that could be reasonably expected to give rise to any such action, suit, arbitration, proceeding, investigation or audit, and (ii) neither KYLK nor any of its Subsidiaries is subject to any order of any governmental or regulatory authority which, individually or in the aggregate, is having or could be reasonably expected to have a material adverse effect on KYLK and its Subsidiaries taken as a whole.

4.9         Compliance with Laws, etc.   KYLK has complied with all laws and regulations of any applicable jurisdiction with which it is required to comply, the enforcement of which could materially impair the ability of KYLK to perform its obligations under this Agreement.

KYLK – Foothills Share Exchange Agreement

4.10       SEC Reports and Financial Statements .  To the knowledge of KYLK, it has delivered to Wilshire prior to the execution of this Agreement by direction to the SEC’s EDGAR website a true and complete copy of each form, report, schedule, registration statement, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed or to be filed by KYLK or any of its Subsidiaries with the SEC since August 27, 2013 (as such documents have since the time of their filing been amended or supplemented, the “ KYLK SEC Reports ”), which are all the documents (other than preliminary material) that KYLK and its Subsidiaries were required to file with the SEC since such date.  As of their respective dates, the KYLK SEC Reports (i) complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.  The audited consolidated financial statements and unaudited interim consolidated financial statements (including, in each case, the notes, if any, thereto) included in the KYLK SEC Reports (the “ KYLK Financial Statements ”) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments which are not expected to be, individually or in the aggregate, materially adverse to KYLK and its Subsidiaries taken as a whole) the consolidated financial position of KYLK and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended.  Each Subsidiary of KYLK is treated as a consolidated Subsidiary of KYLK in the KYLK Financial Statements for all periods covered thereby.

4.11       Absence of Certain Changes or Events .  Except as disclosed in the KYLK SEC Reports, (a) since December 31, 2015, there has not been any change, event or development having, or that could be reasonably expected to have, individually or in the aggregate, a material adverse effect on KYLK and its Subsidiaries taken as a whole, other than those occurring as a result of general economic or financial conditions or other developments which are not unique to KYLK and its Subsidiaries but also generally affect other persons who participate or are engaged in the lines of business in which KYLK and its Subsidiaries participate or are engaged and (b) between such date and the date hereof KYLK and its Subsidiaries have conducted their respective businesses only in the ordinary course consistent with past practice or as contemplated in connection with this Agreement.

4.12       Absence of Undisclosed Liabilities .  Except for matters reflected or reserved against in the unaudited balance sheet for the period ended March 31, 2016 filed with the SEC on May 12,2016 within KYLK's Form 10Q, or as disclosed in Schedule 4.13 , neither KYLK nor any of its Subsidiaries had at such date, or has incurred since that date, any liabilities or obligations (whether absolute, accrued, contingent, fixed or otherwise, or whether due or to become due) of any nature that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of KYLK and its consolidated Subsidiaries (including the notes thereto), except liabilities or obligations (i) which were incurred in the ordinary course of business consistent with past practice and (ii) which have not been, and could not be reasonably expected to be, individually or in the aggregate, materially adverse to KYLK and its Subsidiaries taken as a whole.

KYLK – Foothills Share Exchange Agreement

4.13       Tax Returns and Tax Liabilities .  Except as set forth in Schedule 4.13 , KYLK has (i) filed all tax returns required to be filed in any jurisdiction to which it is subject, (ii) collected and paid over to the taxing authorities of each such jurisdiction all taxes required to be collected by KYLK from other persons, such as sales taxes, payroll taxes, etc., (iii) either paid in full all taxes due to be paid by it and all taxes claimed to be due and payable from it by each such jurisdiction (except for any such taxes as are being contested in good faith by appropriate proceedings), and any interest, additions to tax and penalties with respect thereto, or provided adequate reserves for the payment thereof, (iv) fully accrued on its books all taxes, and any interest, additions to tax and penalties with respect thereto, for any period through the date hereof which are not yet due, including such as are being contested, and (v) the amount of any reserves and accruals in respect of taxes is at least equal to the net amount of all taxes and any interest, additions to tax, penalties and deficiency assessments, payable or which in the future become payable by KYLK with respect to all periods up to and including the date hereof.

4.14       Hazardous Waste .  To KYLK’s knowledge, neither KYLK nor any previous owner, tenant, occupant or user of any real property owned, leased or occupied by KYLK used, generated, manufactured, treated, handled, refined, processed, released, discharged, stored or disposed of any Hazardous Materials on, under, in or about such real property, or transported any Hazardous Materials to or from such real property.  No underground tanks or underground deposits of Hazardous Materials exist on, under, in or about such real property.

To KYLK’s knowledge, it has kept and maintained any real property owned, leased or occupied by KYLK, including the groundwater on or under such real property, and conducted its business in compliance with all applicable federal, state and local laws, ordinances or regulations, now or previously in effect, relating to environmental conditions, industrial hygiene or Hazardous Materials on, under, in or about such real property including, without limitation, the Hazardous Materials Laws.

As of the date hereof, there are no Hazardous Materials Claims nor has there been any occurrence or condition on any real property owned, leased or occupied by KYLK or adjoining or in the vicinity of such real property which could subject FHPI, KYLK or such real property to any restrictions on ownership, occupancy, transferability or use of the Real Property under any Hazardous Material Laws.

Section 5.             Conditions Precedent to Obligations of KYLK .  All obligations of KYLK under this Agreement to be performed on and after the Closing Date are, at the option of KYLK, subject to the satisfaction of the following conditions precedent at the Closing, as indicated below.

5.1         Proceedings Satisfactory .  All actions, proceedings, instruments, opinions and documents required to carry out this Agreement or incidental hereto, and all other related legal matters, shall be reasonably satisfactory to KYLK and to counsel for KYLK.   Wilshire shall have delivered to KYLK on the Closing Date such documents and other evidence as KYLK may reasonably request in order to establish the consummation of the transaction contemplated by this Agreement, the taking of all corporate and other proceedings in connection therewith and the compliance with the conditions set forth in this Section 5 , in form and substance reasonably satisfactory to KYLK.

KYLK – Foothills Share Exchange Agreement

5.2         Representations and Warranties of FHPI Correct .  The representations and warranties made by FHPI in Section 3 shall be (and tender by FHPI of any documents required to be delivered at the Closing by it shall constitute a representation by FHPI as at the Closing that, except as otherwise specifically approved in writing by KYLK, such representations and warranties of FHPI are) true and correct in all material respects on and as of the Closing Date with the same force and effect as though all such representations and warranties had been made on and as of the Closing Date after giving effect to any transactions or other actions contemplated hereby.

5.3         Compliance with Terms and Conditions .  All the terms, covenants, agreements and conditions of this Agreement to be complied with and performed by Wilshire on or before the Closing Date shall have been (and tender by Wilshire of any documents required to be delivered at the Closing shall constitute a representation by Wilshire as at the Closing that, except as otherwise specifically approved in writing by KYLK, they have been) complied with and performed in all material respects.

5.4         No Proceedings Pending .  No action, suit, claim, investigation or proceeding by or before any court, administrative agency or other governmental or regulatory body or authority shall have been instituted or threatened which may restrain, prohibit or invalidate any of the transactions contemplated by this Agreement or which may affect the right of FHPI to operate or control after the Closing Date the Principal Assets or the Business, or any part thereof.

5.5         No Material Change .  There shall have been no material adverse change in the condition, financial or otherwise, of FHPI or the Principal Assets, or in the prospects thereof or therefor, and none of FHPI or the Principal Assets shall have been, in the judgment of KYLK, adversely affected in any material way by, or sustained any material loss, whether or not insured, as a result of, any fire, flood, accident, explosion, strike, labor disturbance, riot, act of God or the public enemy or other calamity or casualty.  FHPI shall not (i) be involved in any unresolved labor trouble or dispute which materially and adversely affects the business or prospects of FHPI; (ii) have become a party to any collective bargaining agreement; or (iii) have suffered any liability, judgment, lien or termination of contract or the imposition of any obligation, the effect of which shall, in the judgment of KYLK, be materially adverse to FHPI, the Principal Assets of the prospects of either.

KYLK – Foothills Share Exchange Agreement

5.6         Certificates .   Unless waived by the parties, Wilshire shall have delivered, or cause to be delivered, to KYLK (i) a copy of the articles of incorporation, as amended, of FHPI, certified as of a recent date by the Secretary of State of FHPI’s jurisdiction of incorporation, and a long-form certificate as to the good standing of FHPI from such official, in each case dated as of a recent date; (ii) a certificate as to the good standing of FHPI as a foreign corporation qualified to do business in in such state or states wherein it is material for FHPI to be so qualified and a tax certificate of good standing from the Secretary of State of Nevada dated as of a recent date; (iii) a certificate of the Secretary of FHPI dated the Closing Date and certifying (A) that attached thereto is a true, correct and complete copy of the by-laws of FHPI as in effect on the date of such certificate and at all times since a date prior to the date of the resolutions of FHPI described in item (B) below, (B) that attached thereto is a true, correct and complete copy of the resolutions adopted by the Board of Directors of FHPI authorizing the execution, delivery and performance of this Agreement and all other documents delivered by FHPI in connection herewith and the consummation by FHPI of the transactions contemplated by this Agreement and such other documents, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of FHPI has not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to (i) above and no action has been taken by FHPI or its shareholders, directors or officers in contemplation of the filing of any such amendment or in contemplation of the liquidation or dissolution of FHPI, and (D) as to the incumbency and specimen signature of each officer of FHPI executing this Agreement or any other document delivered in connection herewith; (iv) a certificate of another officer of FHPI dated the Closing Date as to the incumbency and signature of the Secretary of FHPI; (v) a certificate of the Chairman of the Board of Directors, President or a Vice President of FHPI and its chief financial officer or chief accounting officer stating that the representations and warranties of FHPI in Section 3 hereof are true and correct as of the Closing Date with the same force and effect as if made on and as of the Closing Date and FHPI has complied with all the terms and provisions contained in this Agreement or in the other documents delivered in connection herewith on its part to be observed or performed; and (vi) such other documents as KYLK may reasonably request.

5.7         Arrangements as to Employees .  FHPI shall have paid or properly accrued for all amounts of salary, wages and vacation pay due to all employees of FHPI through the close of business on the Closing Date and shall have remitted or set aside for remittance to the appropriate authority all withholding, social security and other employer and employee taxes due or to become due in respect of the operation of FHPI’s business through such date.

Section 6 .            Conditions Precedent to Obligations of FHPI .  All obligations of FHPI hereunder to be performed on or after the Closing Date are, at the option of FHPI, subject to the satisfaction of the following conditions precedent at the Closing, as indicated below.

6.1         Proceedings Satisfactory .  All actions, proceedings, instruments, opinions and documents required to carry out this Agreement or incidental hereto and all other related legal matters (including the assumption of KYLK’s liabilities) shall be reasonably satisfactory to Wilshire and to counsel for FHPI.  KYLK shall have delivered to Wilshire on the Closing Date such documents and other evidence as Wilshire may reasonably request in order to establish the consummation of the transactions contemplated by this Agreement, the taking of all corporate and other proceedings in connection therewith and the compliance with the conditions set forth in this Section 6 , in form and substance reasonably satisfactory to Wilshire.

6.2         Representations and Warranties of KYLK Correct .  The representations and warranties made by KYLK in Section 4 of this Agreement shall be (and tender by KYLK of any documents required to be delivered at the Closing by it shall constitute a representation by KYLK at the Closing that, except as otherwise specifically approved in writing by FHPI, such representations and warranties of KYLK are) true and correct in all material respects on and as of the Closing Date with the same force and effect as though all such representations and warranties had been made on and as of the Closing Date after giving effect to any transactions or other actions contemplated hereby.

KYLK – Foothills Share Exchange Agreement

6.3         Compliance with Terms and Conditions .  All the terms, covenants and conditions of this Agreement to be complied with and performed by KYLK on or before the Closing Date shall have been (and tender by KYLK of any documents required to be delivered at the Closing by it shall constitute a representation by KYLK as at the Closing that, except as otherwise specifically approved in writing by FHPI, they have been) complied with and performed in all material respects.

6.4         Certificates .  Unless waived in writing, KYLK shall have delivered to Wilshire (i) a copy of the articles of incorporation, as amended, certified as of a recent date by the Secretary of State of the jurisdiction of its incorporation; (ii) a certificate of the Secretary of KYLK dated the Closing Date and certifying (A) that attached thereto is a true, correct and complete copy of the by-laws of KYLK as in effect on the date of such certificate and at all times since a date prior to the date of the resolutions of KYLK described in item (B) below, (B) that attached thereto is a true, correct and complete copy of the resolutions adopted by the Board of Directors of KYLK authorizing the execution, delivery and performance of this Agreement and all other documents delivered by KYLK in connection herewith and the consummation by KYLK of the transactions contemplated by this Agreement and such other documents, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the articles of incorporation of KYLK have not been amended since the date of the last amendment thereto furnished pursuant to (i) above and no action has been taken by KYLK or its shareholders, directors or officers in contemplation of the filing of any such amendment or in contemplation of the liquidation or dissolution of KYLK, and (D) as to the incumbency and specimen signature of each officer of KYLK executing this Agreement or any other document delivered in connection herewith; (iii) a certificate of another officer of KYLK dated the Closing Date as to the incumbency and signature of the Secretary of KYLK; (iv) a certificate of the Chairman of the Board of Directors, President or a Vice President of KYLK stating that the representations and warranties of KYLK in Section 4 hereof are true and correct as of the Closing Date with the same force and effect as if made on and as of  the Closing Date and KYLK has complied with all the terms and provisions contained in this Agreement or in the other documents delivered in connection herewith on its part to be observed or performed; and (v) such other documents as FHPI may reasonably request.

6.5         Capitalization Assumptions .  As set forth and based on the assumptions set forth in Schedule 6.5 , including (i) any other adjustments contemplated in this Agreement and (ii) completion of the Closing, Wilshire and Alternus after giving effect to the Conversion Shares, shall own beneficially not less than the percentage of KYLK’s issued and outstanding shares of common stock as set forth in Schedule 6.5 .

Section 7 .            Additional Covenants of Wilshire.

7.1         Consents .   Wilshire covenants to KYLK that it will use commercially reasonable efforts to obtain or cause to be obtained from any required parties any consents, approvals, authorizations or waivers required hereunder in connection with the Exchange.

KYLK – Foothills Share Exchange Agreement

7.2         Cooperation .   Wilshire covenants to KYLK that, from the date hereof to and including the Closing Date, it will:

(a)           Access to Information .  Cooperate and cause others under the control of FHPI to cooperate to the end of providing KYLK and its counsel, accountants and other designated representatives full access during normal business hours to the properties, books, contracts, commitments and other records (including computer files, retrieval programs and related documentation) of FHPI relating to the Principal Assets or the Business, and shall cause FHPI to furnish or cause to be furnished to KYLK and such representatives during such period all such information and data concerning the same as KYLK or such representatives reasonably may request.  KYLK may, from the date hereof to the Closing Date, contact vendors, customers and manufacturers and others with whom or with which FHPI does business in connection with the Business; and

(b)           Keep KYLK Informed .  Promptly notify KYLK of any material matter or thing occurring which adversely affects the condition, financial or otherwise, of the Principal Assets or the Business, or the prospects thereof or therefor.

7.3         Preserve the Business .  FHPI and Wilshire covenant to KYLK that, from the date hereof to and including the Closing Date:

(a)          They will do or cause to be done all things necessary and appropriate to (A) continue operation of the Business in the ordinary course in the same manner in which it has heretofore been conducted; (B) preserve intact the business organization and reputation of FHPI; (C) continue and maintain in force any insurance; (D) except as otherwise contemplated herein, use its best efforts to keep available the services of the management and employees of FHPI; and (E) preserve the goodwill of suppliers, vendors and others having business relations with FHPI; and

(b)          They will not, without the prior consent of KYLK, (A) sell (except in the ordinary course of the conduct of the Business), pledge, assign, lease, give a security interest in or otherwise encumber any of the Principal Assets; (B) enter into any commitment with respect to the operation of the Business, except in the ordinary course of the conduct of the Business; (C) voluntarily incur or become subject to, or agree to incur or become subject to, any obligation or liability (absolute or contingent) in connection with the Business, except current liabilities incurred and obligations under contracts entered into in the ordinary course of the conduct of the Business; (D) discharge or satisfy any lien or encumbrance or pay any obligation or liability (absolute or contingent) in connection with the Business, except current liabilities incurred in the ordinary course of the conduct of the Business; (E) declare or make, or enter into any agreement to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to shareholders of FHPI, or purchase or redeem, or agree to purchase or redeem, any of its stock or other securities; (F) mortgage, pledge, or suffer any lien, charge or any other encumbrance, or enter into any agreement to do so, in respect to any of the Principal Assets; (G) sell or transfer, or enter into any agreement to sell or transfer, any of the Principal Assets or cancel or enter into any agreement to cancel any debts or claims, except in each case in the ordinary course of the conduct of the Business; (H) bring about or cause to occur any extraordinary losses or waive any rights of substantial value; (I) enter into any transactions other than in the ordinary course of the conduct of the Business; (J) terminate any material contract, agreement, license or other instrument to which it is a party, except agreements which are by their terms terminable in the ordinary course of the conduct of the Business; (K) through negotiation or otherwise, make any commitment or incur any liability or obligation to any labor organization; (L) make, or agree to make, any accrual or arrangement for or payment of bonuses or special compensation of any kind to any officer, employee or agent (except as permitted or required by this Agreement); (M) increase the rate of compensation payable or to become payable by FHPI to any of its officers, employees or agents over the rate being paid to them at the date of this Agreement; (N) directly or indirectly, pay or make a commitment to pay any severance or termination pay to any officer, employee or agent; (O) introduce any new method of accounting in respect of the Principal Assets, Business, or rights applicable thereto; (P) make any capital expenditures or enter into commitments for capital expenditures exceeding in the aggregate $10,000; or (Q) enter into any transactions other than in the ordinary course of the conduct of the Business.

KYLK – Foothills Share Exchange Agreement

7.4         Ordinary Course .  FHPI covenants to KYLK that, notwithstanding Section 7.3 , at all times from and after the date hereof until the Closing Date, it covenants and agrees as to itself and its Subsidiaries that (except as expressly contemplated or permitted by this Agreement, or to the extent that KYLK shall otherwise consent in writing) FHPI and each of its Subsidiaries shall conduct its businesses only in, and none of FHPI and such Subsidiaries shall take any action except in, the ordinary course consistent with past practice.

Section 8 .            Additional Covenants by KYLK .

8.1         Consents and Waivers .  KYLK will use commercially reasonable efforts to assist FHPI and Wilshire in obtaining from any required parties any consents, approvals, authorizations or waivers required hereunder in connection with the Share Exchange.

8.2         Books and Records .  After the date hereof, KYLK shall permit FHPI and Wilshire and their authorized representatives, in connection with (i) the preparation of FHPI’s tax returns, (ii) the determination or enforcement of FHPI’s rights and obligations under this Agreement, (iii) FHPI’s compliance with the requirements of any governmental or quasi-governmental authority or body or (iv) the matters described in paragraph I below, to have reasonable access during normal business hours to the Books and Records relating to the operation of the Business prior to the Closing Date.

8.3         Related Transactions .  As soon as practicable prior to or following the Closing, as applicable, KYLK shall prepare and file with the SEC any statement if required pursuant to Rule 14f-1 promulgated under the Exchange Act, promptly after the Closing.  KYLK and FHPI shall use their respective good faith efforts to obtain effectiveness of any such statement should any comments arise from the SEC.

KYLK – Foothills Share Exchange Agreement

8.4         Announcing Report .  Contemporaneous with or prior to the earlier of (i) KYLK’s first public announcement of the transactions contemplated hereby and (ii) 5:30 p.m. (New York City time) on the fourth (4 ^th ) business day following the Closing Date, KYLK shall file a Form 8-K with the SEC describing the terms of the transactions contemplated by this Agreement in the form required by the Exchange Act, including any required financial statements (the “ Announcing Form 8-K ”).  KYLK shall not make any public announcement regarding the transactions contemplated hereby prior to the Closing, unless otherwise required by the rules and regulations of the SEC or other authority.

8.5         Ordinary Course .  At all times from and after the date hereof until the Closing Date, KYLK covenants and agrees as to itself and its Subsidiaries that (except as expressly contemplated or permitted by this Agreement, or to the extent that FHPI shall otherwise consent in writing) KYLK and each of its Subsidiaries shall conduct its businesses only in, and none of KYLK and such Subsidiaries shall take any action except in, the ordinary course consistent with past practice.

8.6         Post-Closing Equity Plan. Following the Closing, KYLK may adopt a stock equity plan (the “Equity Plan”) containing such terms and provisions as KYLK’s board of directors may deem to be in the best interests of KYLK. The Equity Plan shall be for the benefit of employees, directors and consultants of KYLK and the FHPI, provided that for a period of 12 months after the Closing, KYLK shall not register with the Securities and Exchange Commission any of the shares to be issued or reserved for issuance under the Equity Plan, and provided further that all shares or other securities granted under the Equity Plan shall be “locked up” and not be permitted to be sold, hypothecated or transferred for a period that shall terminate not earlier than the date that is the one year anniversary of the Closing.

Section 9 .            Termination of Agreement .  This Agreement and the transactions contemplated hereby may be terminated in the following manner:

9.1        This Agreement may be terminated at any time before Closing by the mutual consent of the Board of Directors of KYLK and the Board of Directors of FHPI.

9.2        KYLK may terminate this Agreement, at its sole option, if the Closing has not occurred by May 31, 2016.

9.3        Wilshire may terminate this Agreement, at its sole option, if the Closing has not occurred by May 31, 2016.

9.4        Either KYLK or Wilshire may terminate this Agreement prior to Closing if:

(a)          the other breaches its representations, warranties or covenants herein in any material respect; or

(b)          any event occurs or fails to occur which renders impracticable satisfaction of any of the conditions to its respective obligations under Sections 6 or 7 hereof.

KYLK – Foothills Share Exchange Agreement

9.5        Upon termination of this Agreement as provided for above and notwithstanding any other provision of this Agreement, none of the parties hereto shall have any further rights or obligations hereunder.  In the event of the termination of this Agreement pursuant to the preceding sentence, the provisions set forth in the first sentence of Section 10.1 and in Section 10.4 shall survive such termination.

9.6        Written notice of termination of this Agreement, as provided for in this Section 9, shall be given by the party so terminating to the other party hereto, in accordance with the provisions of Section 10.12 hereof.

Section 10 .           Miscellaneous Provisions .

10.1       Expenses .  Except as otherwise provided in this Agreement, each party hereto shall pay its own expenses incident to the origination, negotiation and execution of this Agreement and the consummation of the transactions contemplated hereby, including all legal and accounting fees and disbursements.

10.2       Payment and Expenses of Other Parties .   Wilshire and KYLK agree that if subsequent to the Closing Date any of them shall receive any payment due to another party each shall promptly remit the same to the other (net of any tax imposed upon either party in respect of the receipt of such payment), and if any party shall pay any obligations of the other not assumed by it hereunder, the payment shall be for the account of the party to whom the obligation relates and such party shall promptly reimburse the other party for any such payment.

10.3       Annexes and Schedules .  The Annexes and Schedules attached hereto are incorporated herein and made a part hereof for all purposes.  As used herein, the expression “this Agreement” means the body of this Agreement and such Annexes and Schedules; and the expressions “herein,” “hereof,” and “hereunder” and other words of similar import refer to this Agreement and such Annexes and Schedules as a whole and not to any particular part or subdivision thereof.

10.4       Survival of Obligations .  Subject to the applicable limitations of Section 9 above, the respective representations, warranties, covenants and agreements of the parties to this Agreement shall survive consummation of the transactions contemplated by this Agreement and shall continue in full force and effect after the Closing Date.

10.5       Amendments and Waivers .  Except as otherwise specifically stated herein, any provision of this Agreement may be amended by, and only by, a written instrument executed by KYLK on one part and Wilshire on another part.   Wilshire may extend the time for or waive the performance of any obligation of KYLK, waive any inaccuracies in the representations or warranties by KYLK or waive compliance by KYLK with any of the terms and conditions contained in this Agreement.  Any such extension or waiver shall be in writing and executed by Wilshire.  KYLK may extend the time for or waive the performance of any obligations of Wilshire, waive any inaccuracies in the representations or warranties by Wilshire, or waive compliance by Wilshire with any of the terms and conditions contained in this Agreement.  Any such extension or waiver shall be in writing and executed by KYLK.

KYLK – Foothills Share Exchange Agreement

10.6       Further Assurances .  From and after the Closing Date, the parties shall, on request, cooperate with one another by furnishing any additional information, executing and delivering any additional documents and instruments, and doing any and all such other things as may be reasonably required by the parties or their counsel to consummate or otherwise implement the transactions contemplated by this Agreement.

10.7       Public Statements .  Except as may be required by law, none of FHPI, KYLK shall issue any press release or other public statement concerning the transactions contemplated by this Agreement without first providing the others with a written copy of the text of such release or statement and obtaining the consent of the other respecting such release or statement.

10.8       Confidentiality .  If the transactions contemplated by this Agreement shall be consummated, (i) Wilshire shall keep this Agreement, the terms hereof, and all documents and information relating to this Agreement and to the Business confidential, except as may be required by law and (ii) KYLK shall keep this Agreement, the terms hereof, and all documents and information received from Wilshire, to the extent they relate to anything other than the Business, confidential, except as may be required by law.  In the event that the transactions contemplated by this Agreement shall not be consummated, each party (i) shall return to the other party all such documents and written information as it shall have received from the other party in connection with this Agreement, (ii) shall treat such documents and information as confidential, and (iii) shall not disclose or utilize, and shall use its best efforts to prevent any of its employees from disclosing or utilizing, such documents and information.  However, in any event, the restrictions of this Section 10.8 shall not apply (i) in the case of KYLK, to any document or information if such document or information (A) was already known to KYLK, as evidenced by KYLK’s written records, prior to the receipt of such document or information from FHPI, (B) was publicly available at the time of the disclosure of such document or information by FHPI to KYLK or subsequently became publicly available through no fault of KYLK, or (C) was approved for public disclosure by the written authorization of Wilshire and (ii) in the case of Wilshire , to any document or information, if such document or information (A) was publicly available at the time of disclosure of such document or information by Wilshire to KYLK or subsequently became available through no fault of Wilshire or (B) was approved for public disclosure by the written authorization of KYLK.  Notwithstanding any termination of this Agreement, the parties’ obligations under this Section 10.8 shall continue and survive such termination for a period of five   years from the date hereof.

10.9       Parties Bound .  This Agreement shall apply to, inure to the benefit of and be binding upon and enforceable against the parties hereto and their respective successors and permitted assigns.  The respective rights and obligations of any party hereto shall not be assignable without the consent of the other parties except that any and all obligations, duties, liabilities, rights and benefits owing to KYLK or to be performed by KYLK may be assigned to, and thereafter assumed and performed or received by, any corporation or partnership (designated by KYLK by notice to FHPI) of which 100% of the capital stock or equity interests are owned directly or indirectly by KYLK or any corporation or partnership which owns directly or indirectly 100% of the capital stock of KYLK, or a limited partnership of which KYLK or a wholly-owned subsidiary of KYLK is the sole general partner; provided, however, that KYLK, as applicable, will be liable for all obligations of KYLK, as applicable, to be performed hereunder to the extent not performed by such corporation or partnership in accordance with the terms hereof.

KYLK – Foothills Share Exchange Agreement

10.10     Governing Law .  This Agreement, and the rights and obligations of the parties hereto, shall be governed by and construed in accordance with the laws of the State of California. Jurisdiction and venue for any action or proceeding shall be in the appropriate federal or state court located within the State of California.

10.11     Remedies .  Each party recognizes that money damages may be inadequate to compensate a party for a breach by the other party of its obligations under this Agreement, and each party agrees that in the event of such a breach non-breaching party may apply for an injunction of specific performance or the granting of such other equitable remedies as may be awarded by a court of competent jurisdiction in order to afford the non-breaching party the benefits of this Agreement and that the breaching party shall not object to such application, entry of such injunction or granting of such other equitable remedies on the ground that money damages will be sufficient to compensate the non-breaching party.

10.12     Notices .  Any notice, demand, approval, consent, request, waiver or other communication which may be or is required to be given pursuant to this Agreement shall be in writing and shall be deemed given on the earlier of the day actually received or on the close of business on the second business day next following the day when deposited in the United States mail, postage prepaid, certified or registered, addressed to the party at the address set forth after its respective name below, or at such different address as such party shall have theretofore advised the other party in writing, with copies sent to the persons indicated:

If to FHPI:

Foothills Petroleum, Inc.

633 17 ^th Street, Suite 1700-A
Denver, Colorado 80202
Attention: Chief Operating Officer

If to KYLK:

Key Link Assets Corp.

633 17 ^th Street, Suite 1700-A
Denver, Colorado 80202
Attention: Chief Executive Officer

10.13     Number and Gender of Words .  Whenever herein the singular number is used, the same shall include the plural where appropriate, and the words of any gender shall include each other gender where appropriate.

KYLK – Foothills Share Exchange Agreement

10.14     Captions .  The captions, headings and arrangements used in this Agreement are for convenience only and do not affect, limit or amplify the terms and provisions hereof.

10.15     Invalid Provisions .  If any provision hereof is held to be illegal, invalid or unenforceable under present or future laws effective during the term hereof, such provision shall be fully severable; this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof; and the remaining provisions hereof shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom.  In lieu of such illegal, invalid or unenforceable provision there shall be added automatically as a part hereof a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable.

10.16     Accounting Terms .  Unless otherwise specified or agreed to in writing by the parties hereto, all accounting terms used in this Agreement shall be interpreted in accordance with United States generally accepted accounting principles applied on a consistent basis.

10.17     Entirety of Agreement .  This Agreement contains the entire agreement between the parties.  No representation, inducements, promises or agreements, oral or otherwise, which are not embodied herein shall be of any force or effect.  This Agreement replaces and supersedes in its entirety the Term Sheet.

10.18     Currency .  All dollar amounts stated herein, unless otherwise specified, are stated in United States currency.

10.19     Brokerage and Finder’s Fees .  Each party hereto agrees to pay all expenses and fees it has incurred to the extent that it has engaged a broker or finder in connection with this transaction and further agrees to indemnify and save the other party hereto harmless from any claims by any such brokers or finders in connection with the transactions contemplated by this Agreement and the other transactions contemplated by this Agreement.

10.20     Multiple Counterparts; Facsimile Signature; Effectiveness .  This Agreement may be executed in multiple counterparts, each of which shall be deemed an original for all purposes and all of which shall be deemed, collectively, one agreement.  This Agreement may be executed by facsimile signature, each of which shall be deemed an original for all purposes hereof. This Agreement shall become effective when executed and delivered by the parties hereto.

(remainder of the page intentionally left blank – signature page follows)

KYLK – Foothills Share Exchange Agreement

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

KYLK – Foothills Petroleum Share Exchange

INDEX OF SCHEDULES

TO

AGREEMENT FOR SHARE EXCHANGE

by and among

Foothills Petroleum, Inc.,

and

Schedules to Share Exchange Agreement

KYLK – Foothills Petroleum Share Exchange

Wilshire Warrants:

¹ Issuable on conversion of convertible promissory notes in principal amount of $1 million.

Schedules to Share Exchange Agreement

KYLK – Foothills Petroleum Share Exchange

Schedule 3.9

Principal Assets

Please see attached financial statements (audited) of FHPI for the year ended December 31, 2015.

Schedules to Share Exchange Agreement

KYLK – Foothills Petroleum Share Exchange

Schedule 3.14

ERISA

None.

Schedules to Share Exchange Agreement

KYLK – Foothills Petroleum Share Exchange

Schedule 3.15

Employee Plans

None.

Schedules to Share Exchange Agreement

KYLK – Foothills Petroleum Share Exchange

Schedule 3.18

Leases, Licenses and Permits

Please see attached financial statements (audited) of FHPI for the year ended December 31, 2015.

Schedules to Share Exchange Agreement

KYLK – Foothills Petroleum Share Exchange

Schedule 3.21

Material Undisclosed Liabilities

None.

Schedules to Share Exchange Agreement

KYLK – Foothills Petroleum Share Exchange

Schedule 3.24

Tax Returns and Tax Liabilities

No exceptions.

Schedules to Share Exchange Agreement

KYLK – Foothills Petroleum Share Exchange

Schedule 3.25

Officers and Employees

B. P. Allaire – President, Chief Operating Officer and Director

Alex Hemb – Director

Christopher Jarvis – Director

Shawn Clark – Director

Schedules to Share Exchange Agreement

KYLK – Foothills Petroleum Share Exchange

Schedule 4.6

Capitalization

Schedule 4.13

Absence of Undisclosed Liabilities

None.

Schedules to Share Exchange Agreement

KYLK – Foothills Petroleum Share Exchange

Schedule 6.5

Capital Assumptions

At the closing of this Share Exchange Agreement, Wilshire Energy Partners and Alternus Capital Holdings Ltd. shall own in the aggregate no less than 71.78% of outstanding capital stock of the Company without giving effect to and excluding FHPI Acquired Shares.

Schedules to Share Exchange Agreement

KYLK – Foothills Petroleum Share Exchange

Exhibit 10.2

FOOTHILS EXPLORATION COMPANY, INC.

SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (this “ Purchase Agreement ”), dated as of December 23, 2015, is entered into by and among Foothills Petroleum. Inc.. a Nevada corporation (“ Foothills ” or “Issuer”), and Alternus Capital Holdings Limited, a British Virgin Islands company (“ Purchaser ”). Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in Section 11 below.

RECITALS

A.           Foothills is a newly formed Nevada corporation, formed for the purposes of effecting the Pubco and other transactions herein described, that is in the process of acquiring (i) Tiger Exploration Partners International LLC, a Nevada limited liability company and affiliated operating companies (“TEPI”), which is principally engaged in acquiring proven and probable acreage, exploring, drilling, developing and operating wells for oil and gas production mainly in the Rocky Mountain areas of the United States, (ii) Tiger Energy Operating, LLC (“TEO”) and (iii) Tiger Energy Mineral Leasing, LLC (“ TEML ” and collectively with TEPI and TEO, the “ Companies ”).

B.           Foothills is in the process of merging or otherwise combining with a company whose shares may be listed for trading (“Pubco”), so that on completion of the transaction (the “Pubco Merger”) the shareholders of Foothills will own not less than thirty percent (30%) of Pubco.

C.           Issuer desires to obtain funds from Purchaser in order to provide working capital for marketing, acquisitions, expansion and to further the operations of the Company.

D.           Issuer is conducting a private bridge note offering (the “ Offering ”), in an amount of up to $3,500,000 (the “ Preliminary Financing ”), consisting of 8% Convertible Promissory Notes substantially in the form as annexed hereto as Exhibit A . (the “ Notes ”) which may be voluntarily converted into shares (the “ Conversion Shares ” and together with the Notes, collectively referred to herein as the “ Securities ”) of the Issuer’s common stock (the “ Common Stock”),with an exercise price of S0.665 per share or such other amount that on conversion yields no less than 30% of then outstanding Pubco common stock to the Purchaser or Purchasers (the “ Conversion Price ”). The Securities will be sold pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “ Securities Act ”) and Rule 506 of Regulation D (“ Regulation D ”) and/or Regulation S (“ Regulation S ”) as promulgated under the Securities Act.

E.           Foothills and the Purchaser anticipate that the Preliminary Financing may be conducted in two tranches, of which the initial tranche of $600,000 will be subscribed for by Purchaser under this Purchase Agreement (the “ Initial Tranche ”).

F.           Purchaser understands that there is a great deal of risk, illiquidity and uncertainty in the purchase of the Securities pursuant to the Offering, and that no assurance can be made that the Issuer will complete the balance of the Preliminary Financing or will repay the Notes, complete its business plan or, if completed, that it will be successful in doing so.

G.           Issuer will use the proceeds from Purchaser hereunder to complete acquisition of control of Pubco. On acquisition of the Companies by Issuer or Pubco. the Companies will have substantially those assets listed and set forth on Exhibit B attached hereto.

H.          Issuer has one wholly owned subsidiary. Foothills Exploration, LLC, a Wyoming limited liability company (the “ Issuer Sub ”), which owns leaseholds on approximately 38,000 acres in Fremont County, Wyoming, and which has substantially those assets listed as set forth on Exhibit B attached hereto, certain completed acreage assignments of which have been submitted to the U.S. Bureau of Land Management for confirmation, and which has an obligation to pay $ 100,000 to others in the future.

I.            Issuer will use the balance of proceeds obtained from the Preliminary Financing principally to support the acquisition and operations of TEPI (the “ TEPI Acquisition ”), and of Issuer Sub, and for the other related purposes that are outlined in the “Use of Proceeds” attached hereto as Exhibit C.

J.            Each of Purchaser and Foothills seeks by this Agreement promptly to complete or facilitate the foregoing transactions, provided that nothing set forth herein shall require Purchaser to fund in whole or in part any portion of the Preliminary Financing balance.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Purchase Agreement hereby agree as follows:

1.            Incorporation of Recitals . The foregoing Recitals are hereby incorporated herein as if restated in their entirety.

2.            Subscription for Securities: Use of Proceeds; Option to Acquire Additional Securities .

(a)          Subject to and in accordance with the terms and conditions of this Purchase Agreement, Purchaser hereby agrees to purchase the Securities from Foothills for $600,000 (the “ Purchase Price ”) payable in immediately available funds at the Closing.

(b)          Issuer agrees and covenants that the proceeds from this subscription and purchase shall be used substantially set forth on Exhibit C-“Use of Proceeds” with respect to Pubco and related expenses and not with respect to acquisitions of the Companies.

(c)          Issuer covenants and agrees that Purchaser shall have a 30 day option from the Closing of this offering to complete the balance of the Preliminary Financing and to invest up to an additional $2.5 million in the securities of the Issuer, or if the Pubco Merger is completed, in securities of Pubco (the “Additional Investment Option”) upon substantially the same terms and conditions, including conversion price per share, as herein set forth, provided that on exercise of the Additional Investment Option. Purchaser acknowledges that it is not hereby or herein being granted any further option or right to acquire securities of the Issuer or of Pubco .

3.             Representations and Warranties of Purchaser . Purchaser hereby represents and warrants to. and agrees with. Foothills as follows:

(a)          Purchaser is an accredited investor, experienced in making speculative investments and can bear the economic risk of losing Purchaser’s entire investment in the Securities.

(b)          Purchaser is acquiring the Securities for investment purposes only and the Securities will be held by Purchaser without sale, transfer or other disposition for an indefinite period unless the transfer of the Securities subsequently is registered under the U.S. federal securities laws or unless exemptions from registration are available.

(c)          Purchaser’s overall commitments to investments that are not readily marketable are not disproportionate to Purchaser’s net worth and Purchaser’s investment in the Securities will not cause such overall commitments to become excessive.

(d)          Purchaser’s financial condition is such that Purchaser is under no present or contemplated future need to dispose of any portion of the Securities to satisfy any existing or contemplated undertaking, need or indebtedness.

(e)          Purchaser has adequate means of providing for Purchaser’s current needs and personal contingencies and has no need for liquidity in Purchaser’s investment in the Securities.

(f)          Purchaser has sufficient knowledge and experience in business and financial matters to evaluate and has evaluated the merits and risks of this investment.

(g)          The address set forth below on the signature page of this Purchase Agreement is Purchaser’s true and correct address, and Purchaser has no present intention of becoming a resident of any other state or jurisdiction.

(h)          Purchaser is an “accredited investor” as that term is defined in Rule 501 of Regulation D, as promulgated under the Securities Act of 1933, as amended (the “ 1933 Act ”), because Purchaser meets one of the following criteria (if Purchaser is not an “accredited investor”, place an “X” in the following blank:              ):

(1)         An individual with a net worth, individually or jointly with Purchaser’s spouse, of $1,000,000 (in calculating net worth, one may include equity in personal property and real estate other than one’s principal residence , including cash, short term investments, stocks and securities. Equity in personal property and real estate should be based on the fair market value of such property less debt secured by such property); or

(2)         An individual with income in excess of $200,000 in each of the two most recent years, or joint income with Purchaser’s spouse in excess of $300,000 in each of those years, and Purchaser has a reasonable expectation of reaching the same income level in the current year; or

(3)         An individual who is an officer or director of Foothills; or

(4)         A corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000; or

(5)         A trust with total assets in excess of $5,000,000 not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D, as promulgated under the Securities Act; or

(6)         An entity in which all of the equity owners are accredited investors.

(i)          Purchaser confirms that all documents, records and books pertaining to an investment in the Securities that have been requested by Purchaser have been made available or delivered to Purchaser. Without limiting the foregoing, Purchaser has (i) received and reviewed this Purchase Agreement and, (ii) had the opportunity to discuss the acquisition of the Securities with representatives of Foothills, and (iii) obtained or been given access to all information concerning Foothills that Purchaser has requested. Purchaser further represents that Purchaser is cognizant of the limited operations, financial condition and capitalization of Foothills (including Foothills’ proposed business plan following acquisition of the Companies and completion of the Pubco Merger), is cognizant of the use of proceeds from this financing for such purposes as Foothills’ management may deem appropriate, and has available full information concerning Foothills’ affairs to evaluate the merits and risks of the investment in the Securities.

(j)           Purchaser understands that the Securities have not been registered under the 1933 Act, or any state securities laws in reliance on an exemption for private offerings and no U.S. federal or state agency has made any finding or determination as to the fairness of this investment or any recommendation or endorsement of the offering of any of the securities offered.

(k)          Purchaser acknowledges that, in making the decision to acquire the Securities, it has relied solely upon independent investigations made by Purchaser and the representations, warranties and covenants made by Foothills.

(1)          Purchaser has the full right, power and authority to enter this Purchase Agreement and to carry out and consummate the transactions herein. This Purchase Agreement constitutes the legal, valid and binding obligation of Purchaser.

(m)         Purchaser acknowledges and is aware that the following (or similar) legend will be imprinted on the certificates representing the Securities being acquired by Purchaser:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER FEDERAL OR STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD. PLEDGED, OR OTHERWISE DISPOSED OF UNLESS SO REGISTERED OR QUALIFIED OR UNLESS AN EXEMPTION EXISTS, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED BY AN OPINION OF COUNSEL TO THE REGISTERED HOLDER (WHICH OPINION AND COUNSEL SHALL BOTH BE SATISFACTORY TO THE COMPANY).

(n)          Purchaser understands and agrees that Foothills can give no assurance that the TEPI Acquisition will be completed and if not completed Purchaser understands and agrees that Foothills may use the proceeds obtained hereby for other comparable acquisitions in the oil and gas industry.

(o)          Purchaser understands and agrees that Foothills is relying upon the accuracy, completeness, and truth of Purchaser’s representations, warranties, agreements, and certifications contained in this Purchase Agreement, in determining Purchaser’s suitability as an investor in Foothills and in establishing compliance with federal and state securities laws. Purchaser understands that any incomplete, inaccurate, or untruthful response, or the breach of Purchaser’s representations, warranties, agreements, or certifications, may result in Purchaser or Issuer, or both, being in violation of federal or state securities laws, and any person, including Foothills, who suffers damage as a result may have a claim against Purchaser for damages. Purchaser also acknowledges that Purchaser is indemnifying the Issuer for these and other losses in accordance with Section 5 of this Purchase Agreement.

(p)          For purposes of compliance with the Regulation S exemption for the offer and sale of the Securities to non-U.S. Persons, if the Purchaser is not a “‘U.S. Person,” as such term is defined in Rule 902(k) of Regulation S, the Purchaser represents and warrants they are a person or entity that is outside the United States, and further represents and warrants as follows:

(1)         The Purchaser is not acquiring the Securities for the account or benefit of a U.S. Person.

(2)         If the Purchaser is a legal entity, it has not been formed specifically for the purpose of investing in the Company.

(3)         The Purchaser hereby represents that he, she or it has satisfied and fully observed the laws of the jurisdiction in which he, she or it is located or domiciled, in connection with the acquisition of the Securities, including (i) the legal requirements of the Purchaser’s jurisdiction for the acquisition of the Securities, (ii) any foreign exchange restrictions applicable to such acquisition, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, which may be relevant to the holding, redemption, sale, or transfer of the Securities; and further, the Purchaser agrees to continue to comply with such laws as long as he, she or it shall hold the Investment Securities.

(4)         To the knowledge of the Purchaser, without having made any independent investigation, neither the Company nor any person acting for the Company, has conducted any “directed selling efforts” in the United States as the term “directed selling efforts” is defined in Rule 902 of Regulation S, which, in general, means any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the marketing in the United States for any of the Securities being offered. Such activity includes, without limitation, the mailing of printed material to investors residing in the United States, the holding of promotional seminars in the United States, and the placement of advertisements with radio or television stations broadcasting in the United States or in publications with a general circulation in the United States, which discuss the offering of the Investment Securities. To the knowledge of the Purchaser, the Securities were not offered to the undersigned through, and the undersigned is not aware of, any form of general solicitation or general advertising, including without limitation, (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, and (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.

(5)         The Purchaser will offer, sell or otherwise transfer the Securities, only (A) pursuant to a registration statement that has been declared effective under the Securities Act, (B) pursuant to offers and sales that occur outside the United States within the meaning of Regulation S in a transaction meeting the requirements of Rule 904 (or other applicable Rule) under the Securities Act, or (C) pursuant to another available exemption from the registration requirements of the Securities Act, subject to the Company’s right prior to any offer, sale or transfer pursuant to clauses (B) or (C) to require the delivery of an opinion of counsel, certificates or other information reasonably satisfactory to the Company for the purpose of determining the availability of an exemption.

(6)         The Purchaser will not engage in hedging transactions involving the Securities unless such transactions are in compliance with the Securities Act.

(7)         The Purchaser represents and warrants that the undersigned is not a citizen of the United States and is not, and has no present intention of becoming, a resident of the United States (defined as being any natural person physically present within the United States for at least 183 days in a 12-month consecutive period or any entity who maintained an office in the United States at any time during a 12-month consecutive period). The Purchaser understands that the Company may rely upon the representations and warranty of this paragraph as a basis for an exemption from registration of the Securities under the Securities Act, and the provisions of relevant state securities laws.

The foregoing representations and warranties are true and accurate as of the date hereof and shall survive the Closing of this Purchase Agreement.

4.             Representation and Warranties of Foothills . Foothills hereby represents and warrants to, and agrees with, Purchaser as follows (“ Foothills Warranties ”):

(a)          Foothills has full power and authority to enter into, deliver and perform this Purchase Agreement, to allot, issue and sell the Securities to Purchaser and its entering into, delivery and performance of this Purchase Agreement has been duly authorized by all necessary corporate actions and will, when executed, constitute legal, valid and binding obligations on Foothills, enforceable in accordance with its terms.

(b)          The execution and delivery of this Agreement, the issue and sale of the Securities, the consummation of the transactions herein contemplated and compliance with the terms hereof by Foothills do not, and will not, at the time of execution and delivery or issue (as the case may be). (1) contravene the constitutional documents of Foothills in any way; (2) conflict with or result in breach of any of the terms or provisions of, or constitute a default under any indenture, trust deed, mortgage or other agreement of instrument to which Foothills is a party or by which any of them or any of their respective properties are bound; or (3) infringe any existing applicable law, rule, regulation, judgment, order or decree of any government, governmental body or court, domestic or foreign, having jurisdiction over Foothills or any of their respective properties.

(c)          The Securities will be issued in accordance with the organizational documents of Foothills and all applicable laws, rules and regulations and the Conversion Shares will rank pari passu in all respects with all other shares of common stock of Foothills issued and outstanding. Upon closing of the Pubco Merger, the Notes shall automatically convert into the shares of common stock of Pubco at the Conversion Price (the “ Pubco Conversion Shares ”). The Pubco Conversion Shares so issued will be automatically subject to the terms and provisions of the lock up/leak out agreement attached hereto as Exhibit E (the “ Lock Up/Leak Out Agreement ”), provided that the holder of the Pubco Conversion Shares shall be permitted to effect private transactions therein with individuals or institutions on condition that that any such subsequent purchaser shall execute the Lock Up/Leak Out Agreement and agree to be bound by the terms thereof . Notwithstanding the foregoing, the Purchaser covenants and agrees that it will promptly execute the Lock Up/Leak Out Agreement as a condition precedent to the issuance of the Pubco Conversion Shares upon request of Foothills or of Pubco.

(d)          Other than as may be noted herein, the Securities will be free from all liens, charges, encumbrances and third party rights of whatsoever nature and together with all rights attaching thereto as of the Closing.

(e)          The Securities on conversion and receipt of the Conversion Shares and the Conversion Shares issuable from conversion of Securities issued in connection with and upon completing the balance of the Preliminary Financing shall result in the Issuer’s shareholders owning in the aggregate not less than thirty percent (30%) of Pubco following the Pubco Merger.

(f)          Foothills was incorporated on December 17, 2015 under the laws of Nevada.

(g)         Except as disclosed to Purchaser in writing, Foothills has not granted any options, warrants or other rights to call for the issue of or agreed to issue at any time before or after the date hereof any share or loan capital or any instrument convertible into or exchangeable for shares of such capital, and Foothills is not a party to or otherwise bound by any agreement for the purchase or repurchase of shares of Foothills.

(h)         Foothills is validly constituted and incorporated and has the requisite corporate power and is carrying on its business in the manner and in its territories within the scope of its business license and all relevant approval certificates and there is no suspension or cancellation of any such approvals, permits, authorities, licenses or consents, the result of which may have a material adverse effect on Foothills.

(i)           As of the date hereof, Foothills owns 100% of Foothills Exploration, LLC and other than as set forth herein does not own any subsidiaries or have any investments in any other entity or person.

(j)           Except as contemplated hereunder or under any transaction document relating to the TEPI acquisition and acquisition of the Companies and the Pubco Merger (collectively the “ Pubco Transactions ”), Foothills is not, or has not agreed to become, a member of any partnership, joint venture, consortium or other unincorporated association.

(k)          Following the Closing, Foothills will own all of the issued and outstanding capital stock of Issuer Sub.

(1)          Upon the Closing, Foothills will not own any other subsidiary or investment in any other company.

(m)        Foothills has conducted its business in accordance with all applicable laws and regulations and there is no order, decree or judgment of any court or any governmental agency of any country or jurisdiction outstanding against Foothills.

(n)          Except as contemplated hereunder or under the Pubco Transactions, Foothills is not a guarantor or indemnifier of any liabilities of any other person.

(o)          No person has given any guarantee of or security for any overdraft, loan or loan facility granted to Foothills.

(p)          Foothills is not or has not been a party to any litigation, arbitration, prosecutions or other legal or contractual proceedings or hearings before any statutory, regulatory or governmental body, department, board of agency or to any material disputes or to or the subject of any investigation by any authority in the place where the business of Foothills is conducted.

(q)          No litigation, arbitration, prosecution or other legal or contractual proceedings or investigations are threatened or pending either by or against as Foothills and there are no facts or circumstances, so far as Foothills and its directors and chief executive officer are aware, which might give rise to any such proceeding, investigation, hearing or to any dispute or to any payment.

(r)          There are no unfulfilled or unsatisfied judgments against Foothills, Issuer Sub or to the knowledge of Foothills, of TEPI.

(s)          To Foothills’ knowledge, the information set out in this Purchase Agreement with respect to Foothills and the Pubco Transactions is true, accurate and complete in all material respects and not misleading in any material respect.

(t)          To Foothills’ knowledge, the information given to Purchaser and its professional advisers by Foothills during the negotiations prior to this Purchase Agreement and with respect to Foothills and the Pubco Transactions was, when given, true, accurate and complete in all material respects and not misleading in any material respect.

(u)          Warranties given hereunder shall be deemed to be repeated immediately before Closing and to relate to the facts and circumstances then existing.

(v)         Warranties given hereunder shall survive Closing insofar as the same are not fully performed on Closing or as expressly stated herein.

(w)         None of the Warranties found herein shall be deemed in any way modified or discharged by reason of any investigation or inquiry made or to be made by or on behalf of Purchaser, and no information relating to any matter herein of which Purchaser has knowledge (actual or constructive) shall prejudice any claim which Purchaser shall be entitled to bring or shall operate to reduce any amount recoverable by Purchaser hereunder.

5.             Indemnification . Each of the Issuer and Purchaser, acknowledges that it understands the meaning and legal consequences of the representations, warranties, agreements, and certifications made by it in this Purchase Agreement, and the undersigned hereby agrees to indemnify and hold harmless each of Foothills, its managers, officers, directors, representatives and agents from and against any and all loss, damage, or liability due to or arising out of a breach of any representation, warranty, agreement, or certification, or the inaccuracy of any statement, of it contained in this Purchase Agreement or any other document submitted by it in connection with this Purchase Agreement. The foregoing notwithstanding, nothing in this Purchase Agreement, including the representations, warranties, agreements and certifications contained in this Purchase Agreement, shall be deemed to constitute a waiver of any rights that a party hereto may have under any applicable law.

6.             Conditions Precedent to Purchaser’s Obligation to the Closing . This Agreement and the obligations of Purchaser to effect the Closing are conditional upon the fulfillment of the following conditions precedent (“ Purchaser Conditions Precedent ”):

(a)          The Warranties of Issuer in Section 4 being materially true, accurate and not materially misleading and that no events have occurred that would result in any breach of any of the Warranties of Issuer or other provisions of this Agreement by the Issuer; and

(b)          No events having occurred that would result in any breach of any of such representation or warranties or other provisions of this Agreement by Issuer.

7.             Conditions Precedent to the Issuer’s Obligation to the Closing . This Agreement and the obligations of the Issuer to effect the Closing are conditional upon the fulfillment of the following conditions precedent (“ Foothills Conditions Precedent ”): the representations and warranties made by Purchaser in Section 3 being materially true, accurate and not materially misleading and that no events have occurred that would result in any breach of any of such representation or warranties or other provisions of this Agreement by Purchaser.

8.             Matters Pending Closing . Foothills undertakes that (i) it will not do, permit to do or omit to do (or allow to be done or to be omitted to be done) any act or thing (in either case whether or not in the ordinary course of business) which is material in the context of Issuer prior to Closing and (ii) subject to the foregoing, procure in particular (but without limiting the generality of the foregoing) that Foothills shall not prior to Closing, without having first obtaining the prior written consent of Purchaser or save as contemplated under this Agreement:

(a)          Borrow or raise money other than as may be contemplated under this Purchase Agreement or pursuant to the Pubco Transactions.

(b)          Enter into or amend any material contracts or other material transaction or capital commitment or incur or allow to arise any material contingent liability other than as may be contemplated under this Purchase Agreement or pursuant to the Pubco Transactions.

(c)          Declare, pay or make any dividends or other distributions.

(d)         Save as otherwise provided herein or as may be contemplated or deemed appropriate pursuant to the Pubco Transactions, appoint any new directors or employ any senior employees, officers, company secretary or attorney or terminate the employment of any existing key employees or vary their terms of employment.

(e)          Other than those contemplated under the Pubco Transactions, dispose or agree to dispose of any asset other than in the ordinary course of its business or which is material in the context of operations.

(f)           Compromise, settle, release, discharge or compound any material civil, criminal, arbitration or other proceedings or any material liability, claim, action, demand or dispute or waive any right in relation to any of the foregoing.

(g)         Except as contemplated hereunder or under the Pubco Transactions , make any advances or other credits to any third party or give any guarantee, indemnity, surety or security, otherwise than in the ordinary course of business.

(h)          Propose or pass any shareholders’ resolution at any general meeting which is a special business and not in connection with this Purchase Agreement or transactions contemplated hereunder or incidental hereto, save for the proposal of and the passing of any shareholders’ resolution regarding the ordinary business at any of their respective annual general meeting.

(i)           Enter into or amend any service agreements with directors or officers or senior employees to increase the remuneration payable thereunder.

(j)           Enter into any transaction or arrangement, other than for full consideration and on arms-length terms.

(k)          Do, allow or procure any act or permit any omission which would constitute a breach of any of the Issuer’s Warranties.

Subject always to the compliance with the applicable laws, rules and codes, Foothills further undertakes that it shall not during the period from the date of this Purchase Agreement and ending on Closing Date do anything that may delay, hinder or frustrate the completion of this Purchase Agreement.

9.             Closing; Drop Dead Date .

(a)          If the Purchaser Conditions Precedent and Foothills Conditions Precedent shall not have been fulfilled or waived by the party in whose favor the Conditions Precedent run in full on or before 5:00 p.m. on December 29, 2015 (or such other date agreed by Foothills and Purchaser in writing)(the “ Drop Dead Date ”), all rights and obligations of the parties hereunder shall cease and terminate and no party shall have any claim against the others save for claim (if any) in respect of such continuing provisions or any antecedent breach hereof.

(b)         Subject to fulfillment of the Purchaser and Foothills Conditions Precedent, or waiver thereof, Closing shall take place at the Offices of Aaron A. Grunfeld & Associates, 11111 Santa Monica Boulevard, Suite 1840, Los Angeles, California 90025. 12:00 noon Pacific Standard Time, on the date (“ Closing Date ”) which is the first Business Date immediately after the date on which all the applicable Conditions Precedent are fulfilled or waived as set forth herein. The exchange of the Note or Notes against release of funds to the Issuer together with such other deliveries made by the parties in support thereof on the Closing Date shall be deemed to be the “Closing” for purposes of this Agreement.

(c)          Not later than 24 hours prior to the Closing, Purchaser shall transfer by wire, in immediately available funds, the full amount of the Purchase Price (the “ Wired Amount ”) to the Law Offices of Aaron A. Grunfeld. (for purposes hereof, the “ Escrow Agent ”) at the wire instructions provided in the Escrow Agreement (as defined below), who shall hold the Wired Amount to the order of Purchaser, pursuant to that certain escrow agreement (the “ Escrow Agreement ”), substantially in the form attached hereto as Exhibit D .

(d)          At Closing, upon satisfaction of the applicable Conditions Precedent, or waiver thereof, Foothills shall, subject to its receipt of a confirmation signed by the Sellers and Foothills confirming that all the conditions precedent to the closing of the Merger have been fulfilled and the closing of the Merger Agreement will proceed and the fulfillment or waiver of the applicable Conditions Precedent, will deliver to Purchaser:

(i)          The original share certificates issued in the name of Purchaser in respect of the Purchased Securities;

(ii)         A certificate executed by Foothills’ president confirming there being no breach of any of Foothills Warranties or other provisions of this Purchase Agreement, such confirmation to be in a form satisfactory to Purchaser; and

(iii)        Resolutions of the Board of Director(s) of Foothills authorizing the transactions contemplated hereunder.

(e)          At Closing, upon satisfaction of the applicable Conditions Precedent, or waiver thereof, Purchaser shall,:

(i)          Give written notice to the Escrow Agent authorizing the release of the Wired Amount pursuant to the Escrow Agreement; and

(ii)         Deliver to Escrow Agent such other documents or confirmations as may be reasonably requested.

10.           Costs and Expenses . Each party to this Purchase Agreement shall pay its own costs and expenses (including legal fees) incurred in connection with the preparation, negotiation, execution and performance of this Purchase Agreement.

11.           Definitions . The following capitalized terms shall have the following definitions for purposes of this Purchase Agreement:

(a)          “ Common Stock ” means the Common Stock of Company or of Pubco.

(b)          “ Person ” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

(c)          “ Securities Act ” means the Securities Act of 1933, as amended from time

to time.

(d)          “ Subsidiary ” means, with respect to any Person, any corporation, limited liability company, partnership, association or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a limited liability company, partnership, association or other business entity, a majority of the limited liability company; partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association or other business entity if such Person or Persons shall be allocated a majority of limited liability company, partnership, association or other business entity gains or losses or shall be or control the managing director or general partner of such limited liability company, partnership, association or other business entity.

12.          Amendment and Waiver . Except as otherwise provided herein, no modification, amendment or waiver of any provision of this Purchase Agreement shall be effective against Foothills or Purchaser unless such modification, amendment or waiver is approved in writing by Foothills and Purchaser. The failure of any party to enforce any of the provisions of this Purchase Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of such party thereafter to enforce each and every provision of this Purchase Agreement in accordance with its terms.

13.          Severability . Whenever possible, each provision of this Purchase Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Purchase Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of any other provision of this Purchase Agreement in such jurisdiction, but this Purchase Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

14.          Entire Agreement . This Purchase Agreement embodies the complete agreement and understanding among the parties hereto with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

15.          Successors and Assigns . This Purchase Agreement shall bind and inure to the benefit of the successors and assigns of the Parties hereto.

16.          Counterparts . This Purchase Agreement may be executed in two or more counterparts including by facsimile or electronic transmission, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

17.          Remedies . The parties hereto shall be entitled to enforce their rights under this Purchase Agreement specifically, to recover damages by reason of any breach of any provision of this Purchase Agreement and to exercise all other rights existing in their favor. The parties hereto agree and acknowledge that money damages would not be an adequate remedy for any breach of the provisions of this Purchase Agreement and that Foothills and Purchaser may in its sole discretion apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive relief (without posting a bond or other security) in order to enforce or prevent any violation of the provisions of this Purchase Agreement.

18.          Notices . Any notice provided for in this Purchase Agreement shall be in writing and shall be either personally delivered, or mailed certified or registered mail (postage prepaid and return receipt requested) or sent by reputable overnight courier service (charges prepaid) to Foothills at the address set forth below and to any other recipient at such address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party. Notices shall be deemed to have been given hereunder when delivered personally, three days after deposit in the U.S. mail and one day after deposit with a reputable overnight courier service.

If to Foothills, at:

11111 Santa Monica Boulevard, Suite 1840

Los Angeles, California 90025

Contact: Kevin Sylla

Email: ksylla@foothillspetro.com

Phone no: 888-328-9888

Fax no: 818-835-9707

If to Purchaser, at:

Alternus Capital Holdings Limited

Unit 1403-04, 14F Kowloon Centre,

33 Ashley Road,

Tsim Sha Tsui, Hong Kong

Attention: Joe Lam, Director

Contact: Gloria Liu,

Email: gloria.liu@alternus-capital.com .

Phone no.: +852 3758 2138

Fax no: +852 3914 7215

19.          Governing Law . The corporate law of the State of California shall govern all issues and questions concerning the relative rights of the parties hereto. All other issues and questions concerning the construction, validity, interpretation and enforceability of this Purchase Agreement and the exhibits and schedules hereto shall be governed by, and construed in accordance with, the laws of the State of California, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of California. In furtherance of the foregoing, the internal law of the State of California shall control the interpretation and construction of this Purchase Agreement (and all schedules and exhibits hereto), even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive law of such other jurisdiction would ordinarily apply.

20.          Business Days . If any time period for giving notice or taking action hereunder expires on a day which is a Saturday, Sunday or legal holiday in the state in which Foothills’ chief-executive office is located, the time period shall automatically be extended to the business day immediately following such Saturday, Sunday or legal holiday.

21.          Descriptive Headings . The descriptive headings of this Purchase Agreement are inserted for convenience only and do not constitute a part of this Purchase Agreement.

(remainder of page intentionally left blank - signature page follows)

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

Exhibit A

FORM OF CONVERTIBLE PROMISSORY NOTE

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS DOCUMENT NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER AND REASONABLY APPROVED BY THE COMPANY), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

CONVERTIBLE PROMISSORY NOTE

FOR VALUE RECEIVED, Foothills Petroleum, Inc., a Nevada corporation (the “ Company ”), hereby promises to pay to the order of Alternus Capital Holdings Limited, a corporation organized under the laws of the British Virgin Islands, or its successors or assigns ( the “ Holder ”), the principal amount of Six Hundred Thousand and 00/100 United States Dollars (US$600,000.00) on or prior to December 27, 2017 or such earlier or later date as is set forth in the Securities Purchase Agreement defined below (the “ Maturity Date ”), and to pay interest on the unpaid principal balance hereof at the eight percent (8%) per annum (the “ Applicable Rate ”) calculated at and commencing as of the date the proceeds hereunder are funded to the Company (the “ Funding Date ”), in accordance with the terms hereof. (Any term not defined herein shall have the meaning set forth in the Purchase Agreement.)

1.             Payments of Principal and Interest .

(a)           Payment of Principal . The principal amount of this Note shall be paid to the Holder on or prior to the Maturity Date.

(b)           Payment of Interest . Interest on the unpaid principal balance of this Note shall accrue at the Applicable Rate commencing on the Funding Date. Interest shall be computed on the basis of a 365-day year and paid for the actual number of days elapsed. Accrued and unpaid interest under this Note shall be paid in full on the Maturity Date. Any accrued but unpaid interest shall be converted as set forth herein.

(c)           Payment of Default Interest . Any amount of principal or interest on this Note which is not paid when due shall bear interest from the date due until such past due amount is paid at a rate of interest equal to the Applicable Rate plus four percent (4%) per annum (the “ Default Rate” ).

(d)           General Payment Provisions . All payments of principal and interest on this Note shall be made in lawful money of the United States of America by certified bank check or wire transfer to such account as the Holder may designate by written notice to the Company in accordance with the provisions of this Note. Whenever any amount expressed to be due by the terms of this Note is due on any day which is not a Business Day, the same shall instead be due on the next succeeding Business Day. For purposes of this Note. “Business Day” shall mean any day other than a Saturday, Sunday or a day on which commercial banks in the State of California are authorized or required by law or executive order to remain closed.

2.             Conversion of Note .

(a)           Mandatory Conversion . The unpaid principal and accrued and unpaid interest on the Note shall automatically convert into shares of common stock of Pubco (in the Purchase Agreement) upon the completion of the Pubco Merger. The conversion price per share of Pubco Common Stock shall be $0,665 or such other amount that on conversion will yield no less of than 30% of the then outstanding Pubco Common Stock to the Holder. The number of shares into which the Note is convertible are referred to herein as the “ Conversion Shares ”. The Company shall notify the Holder in writing of the completion of the Merger and within ten (10) Business Days after completion of the Merger (the “ Closing ”), the Company shall instruct Pubco’s transfer agent to issue and surrender to a nationally recognized overnight courier for delivery to the address specified by Holder, a certificate, registered in the name of the Holder, for the number of Conversion Shares to which the Holder shall be entitled.

(1)          Record Holder . The person or persons entitled to receive the shares of Pubco Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder(s) of such shares of Pubco Common Stock as of the Conversion Date.

(2)          Transfer Taxes . The issuance of certificates for shares of the Pubco Common Stock on conversion of this Note shall be made without charge to the Holder hereof for any documentary stamp or similar taxes, or any other issuance or transfer fees of any nature or kind that may be payable in respect of the issue or delivery of such certificates, any such taxes or fees, if payable, to be paid by the Company.

(3)          No Fractional Shares . No fractional Pubco Common Stock or scrip certificates in respect thereof shall be issued upon conversion of any this Note. Instead of any fractional Pubco Common Stock which would otherwise be issuable upon conversion of any convertible note, the Company shall pay a cash adjustment in respect of such fraction (calculated to the nearest 1/100 of a share) in an amount in Dollars equal to the same fraction of the current market price per share of Common Stock (as calculated by the Company, whose determination shall be conclusive and described in a Company’s resolution) at the close of business on the day of conversion, or alternatively, at the Borrower’s option, the Borrower shall round up the conversion transaction to the next higher whole share.

3.             Voting Rights . The Holder shall have no voting rights under this Note, except as required by applicable law, and as expressly provided in this Note.

4.             Defaults and Remedies .

(a)            Events of Default . The occurrence of any of the following events shall constitute an “ Event of Default ” hereunder: (i) the Company shall fail to pay any installment of interest, principal or other sums due under this Note within ten (10) business days of when any such payment shall be due and payable; (ii) the Company makes an assignment for the benefit of creditors; (iii) any order or decree is rendered by a court which appoints or requires the appointment of a receiver, liquidator or trustee for the Company, and the order or decree is not vacated within sixty (60) days from the date of entry thereof; (iv) any order or decree is rendered by a court adjudicating the Company insolvent, and the order or decree is not vacated within sixty (60) days from the date of entry thereof; (v) the Company files a petition in bankruptcy under the provisions of any bankruptcy law or any insolvency act; (vi) the Company admits, in writing, its inability to pay its debts as they become due (provided, however, that receipt by the Company of an audit letter from its accountants questioning the viability of the Company as a going concern shall not, in and of itself, be construed as an admission by the Company of its inability to pay its debts as they become due); (vii) a proceeding or petition in bankruptcy is filed against the Company and such proceeding or petition is not dismissed within ninety (90) days from the date it is filed; (viii) the Company files a petition or answer seeking reorganization or arrangement under the bankruptcy laws or any law or statute of the United States or any other foreign country or state; or (ix) the Company shall fail to perform, comply with or abide by any of the stipulations, agreements, conditions and/or covenants contained in this Note on the part of the Company to be performed complied with or abided by, and such failure is not cured within thirty (30) days after written notice of such failure is delivered by Holder to the Company.

(b)           Remedies . Upon the occurrence of one or more Events of Default, the Holder, at its option and without further notice, demand or presentment for payment to the Company or others, may declare the then outstanding principal balance of this Note, together with all other sums due under the Note, immediately due and payable, together with all accrued and unpaid interest thereon and thereafter all such sums shall bear interest at the Default Rate, together with all reasonable attorneys’ fees, paralegals’ fees and costs and expenses incurred by the Holder in collecting or enforcing payment thereof (whether such reasonable fees, costs or expenses are incurred in negotiations, all trial and appellate levels, administrative proceedings, bankruptcy proceedings or otherwise), and all other sums due by the Company hereunder, all without any relief whatsoever from any valuation or appraisement laws and payment thereof may be enforced and recovered in whole or in part at any time by one or more of the remedies provided to the Holder at law, in equity, or under this Note.

5.             Lost or Stolen Note . Upon notice to the Company of the loss, theft, destruction or mutilation of this Note, and, in the case of loss, theft or destruction, of an indemnification undertaking by the Holder to the Company in a form reasonably acceptable to the Company and customary for similar circumstances in commercial lender/borrower circumstances, and, in the case of mutilation, upon surrender and cancellation of the Note, the Company shall execute and deliver a new Note of like tenor and date and in substantially the same form as this Note; provided, however , the Company shall not be obligated to re-issue a Note if the Holder contemporaneously requests the Company to convert such remaining principal amount and interest into Common Stock.

6.            Cancellation . After all principal, accrued interest and all other sums at any time owed on this Note have been paid in full, this Note shall automatically be deemed canceled, shall be surrendered to the Company for cancellation and shall not be re-issued.

7.            Governing Law . This Note shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Note shall be governed by, the laws of the State of California, without giving effect to provisions thereof regarding conflict of laws. Each party hereto hereby irrevocably submits to the nonexclusive jurisdiction of the state and federal courts sitting in the State of California for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper, provided, however, nothing contained herein shall limit the Holder’s ability to bring suit or enforce this Note in any other jurisdiction. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by sending by certified mail or overnight courier a copy thereof to such party at the address indicated in the preamble hereto and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.

8.            Remedies. Characterizations. Other Obligations, Breaches and Injunctive Relief . The remedies of the Holder as provided herein shall be cumulative and concurrent and may be pursued singly, successively or together, at the sole discretion of the Holder, and may be exercised as often as occasion therefor shall occur; and the failure to exercise any such right or remedy shall in no event be construed as a waiver or release thereof.

9.            Specific Shall Not Limit General; Construction . No specific provision contained in this Note shall limit or modify any more general provision contained herein. This Note shall be deemed to be jointly drafted by the Company and the Holder and shall not be construed against any person as the drafter hereof.

10.           Failure or Indulgence Not Waiver . Holder shall not be deemed, by any act of omission or commission, to have waived any of its rights or remedies hereunder, unless such waiver is in writing and signed by Holder, and then only to the extent specifically set forth in the writing. A waiver on one event shall not be construed as continuing or as a bar to or waiver of any right or remedy to a subsequent event.

11.          Notice . Notice shall be given to each party at the address indicated in the Securities Purchase Agreement or at such other address as provided to the other party in writing.

12.           Usury Savings Clause . Notwithstanding any provision in this Note, the total liability for payments of interest and payments in the nature of interest, including, without limitation, all charges, fees, exactions, or other sums which may at any time be deemed to be interest, shall not exceed the limit imposed by the usury laws of the jurisdiction governing this Note or any other applicable law. In the event the total liability of payments of interest and payments in the nature of interest, including, without limitation, all charges, fees, exactions or other sums which may at any time be deemed to be interest, shall, for any reason whatsoever, result in an effective rate of interest, which for any month or other interest payment period exceeds the limit imposed by the usury laws of the jurisdiction governing this Note, all sums in excess of those lawfully collectible as interest for the period in question shall, without further agreement or notice by, between, or to any party hereto, be applied to the reduction of the outstanding principal balance of this Note immediately upon receipt of such sums by the Holder hereof, with the same force and effect as though the Company had specifically designated such excess sums to be so applied to the reduction of such outstanding principal balance and the Holder hereof had agreed to accept such sums as a penalty-free payment of principal; provided, however, that the Holder of this Note may, at any time and from time to time, elect, by notice in writing to the Company, to waive, reduce, or limit the collection of any sums in excess of those lawfully collectible as interest rather than accept such sums as a prepayment of the outstanding principal balance. It is the intention of the parties that the Company does not intend or expect to pay nor does the Holder intend or expect to charge or collect any interest under this Note greater than the highest non-usurious rate of interest that may be charged under applicable law.

13.           Binding Effect . This Note shall be binding upon the Company and the successors and assigns of the Company and shall inure to the benefit of Holder and the successors and assigns of Holder.

14.           Severability . In the event any one or more of the provisions of this Note shall for any reason be held to be invalid, illegal, or unenforceable, in whole or in part, in any respect, or in the event that any one or more of the provisions of this Note operates or would prospectively operate to invalidate this Note, then and in any of those events, only such provision or provisions shall be deemed null and void and shall not affect any other provision of this Note. The remaining provisions of this Note shall remain operative and in full force and effect and shall in no way be affected, prejudiced, or disturbed thereby.

15.           Participations . Holder may from time to time sell or assign, in whole or in part, or grant participations in this Note and/or the obligations evidenced hereby, subject, however, to first obtaining the Company’s written consent. The holder of any such sale, assignment or participation, if the applicable agreement between Holder and such holder so provides, shall be: (a) entitled to all of the rights, obligations and benefits of Holder (to the extent of such holder’s interest or participation); and (b) deemed to hold and may exercise the rights of setoff or banker’s lien with respect to any and all obligations of such holder to the Company (to the extent of such holder’s interest or participation), in each case as fully as though the Company was directly indebted to such holder.

16.           Amendments . The provisions of this Note may be changed only by a written agreement executed by the Company and Holder.

[Signature pages follows]

IN WITNESS WHEREOF, the Company has caused this Note to be executed on and as of the date set forth above.

Exhibit B

PRINCIPAL ASSETS

The following assets are owned by Tiger Energy Operating, LLC (“TEO”):

UNITIZED WELL DESCRIPTION:

OIL AND GAS BONDS:

OTHER ASSETS:

All cash balances in all company bank accounts, all equipment, accounts receivable, and any and all deposits and/or bonds.

This is a summary of oil and gas interests owned by Tiger Energy Mineral Leasing, LLC (“TEML”):

Oil & Gas Well Interest Owned:

#5-9D-46 BTR Well, Section 9, T-4S, R-6W, Duchesne County, Utah

#7-8-46 BTR Well, Section 8, T-4S, R-6W. Duchesne County, Utah

#11-8D-46 BTR Well, Section 8, T-4S, R-6W, Duchesne County, Utah

Oil & Gas Lease Interest Owned:

Ladysmith Prospect:

Section 19: SENE, SE;

Section 20: S2N2, S2;

Section 21: SWNW, W2SW, SESW;

Section 30: NE,

Fremont County, Wyoming

Section 19: E2SW;

Section 21: SENE, SE;

Section 28: All

Section 29: All

Section 30: Lots 1-4, NENW, E2SW, SE

Fremont County, Wyoming

All Rights and interests pertaining to the Rio Capital Acquisition dated September 25. 2014:

Oil and gas leases in the Altamont-Bluebell field located in Duchesne and Uintah Counties, Utah

Exhibit C

USE OF PROCEEDS FROM ENTIRE PRELIMINARY FINANCING

Exhibit D

FORM OF ESCROW AGREEMENT

Exhibit E

FORM OF LOCK UP/LEAK OUT AGREEMENT

LOCK-UP/LEAK-OUT AGREEMENT

This Lock-Up/Leak-Out Agreement (this “ Agreement ”) is made and entered into as of the execution of the SPA (as defined below) and becomes effective on the later of (i) the day of the conversion of the Convertible Note into the Shares (as defined below) or (ii) completion of the Pubco Merger (the “ Effective Date ”), by and between Foothills Petroleum. Inc., a Nevada corporation (the “Company”) and the person whose name appears below (the “ Shareholder ”) (for all purposes hereof. “ Shareholder ” includes any affiliate, controlling person of Shareholder, agent, representative or other person with whom Shareholder is acting in concert with), with respect to the following matters:

WHEREAS, Shareholder and the Company have previously entered into that certain Securities Purchase Agreement (“ SPA ”) attached hereto as an Exhibit A pursuant to which the Shareholder purchased the Convertible Promissory Note of the Company (the “ Convertible Note ”) attached hereto as Exhibit B; and

WHEREAS, pursuant to the Convertible Note and the SPA, upon closing of the Pubco Merger (as defined in the SPA) the unpaid balance and any accrued and unpaid interest under the Convertible Note shall automatically convert into shares of common stock of Pubco (as defined in the SPA) at the conversion price set forth in the SPA; and

WHEREAS, the shares of Pubco will be listed for trading on an exchange such as otcmarkets.com; and

WHEREAS, it is in the interest of all parties that Pubco be able to develop an orderly market for its common stock; and

WHEREAS, it is a condition of the SPA that Shareholder execute this Agreement concurrently upon execution of the SPA; and

WHEREAS, in order to facilitate the Company’s intended corporate endeavors, to assist the Company in connection with certain contemplated financings, and other actions by the Company following Pubco Merger and to help in fostering and maintaining an orderly public trading market for the post-Pubco securities thereafter, the Shareholder has agreed to enter into this Agreement concerning the possible sale (a “ Sale ” and the conduct of a Sale, being to “ Sell ”) of the shares (the “ Shares ”) of the Company (or of Pubco, in the event Pubco is a surviving entity at the closing of the Pubco Merger) common stock (the “ Common Stock ”) held by the Shareholder as of the date hereof, all on the terms set forth below.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.            Limitations on Sale . This Agreement shall extend for a period of 540 days following the date hereof [dated as of the later of conversion of the Convertible Note or the Pubco Merger closing] no sale period and the following 270 days shall be the leak out period as set forth in this Section 1(a) and 1(b) below (collectively these 540 days are referred to herein as the “ Lock Up/Leak Out Period ”). The undersigned agrees that for the duration of the Lock Up/Leak Out Period it will not, directly or indirectly, (i) offer, sell, offer to sell, contract to sell, hedge, pledge, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or sell (or announce any offer, sale, offer of sale, contract of sale, hedge, pledge, sale of any option or contract to purchase, purchase of any option or contract of sale, grant of any option, right or warrant to purchase or other sale or disposition), or otherwise transfer or dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future), any securities of the Company or Pubco (each, a “ Company Security ”), beneficially owned, within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), by the Shareholder on the date hereof or (ii) enter into any swap or other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Company Security, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of any Company Security (each of the foregoing, a “ Prohibited Sale ”). The Shareholder agrees to sell Common Stock solely on the following terms and subject to the following conditions:

(a)          During the period commencing on the Effective Date and continuing for 270 days thereof, the Shareholder shall not Sell any of the Shares (the “ No Sale Period ”); and

(b)          For a period commencing on the next business day after the end of the No Sale Period and continuing for next six consecutive 30 day periods (each a “ Leak Out Period ” and collectively, the “ Leak Out Periods ”), Shareholder shall not without written consent of the Company following authorization by the board of directors of the Company, sell any of the Shares of the Company, except in an amount not to exceed 5% of the Shares, beneficially owned by a Shareholder or its affiliates, per Leak Out Period. Any amount of Shares remaining unsold during any and all prior Leak Out Periods may not be cumulated and added to the amounts permitted to be sold during any other Leak Out Periods; and

(c)          In the event of the declaration of a stock dividend, a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company’s outstanding securities without receipt of consideration, any new, substituted or additional securities that are by reason of such transaction distributed with respect to any Shares subject to the lock-up and leak out, or into which such Shares thereby becomes convertible, shall immediately and automatically be subject to the lock-up and leak out terms herein described. To enforce the lock-up and leak out, the Company may impose stop-transfer instructions with respect to the Shares until the end of the Lock Up/Leak Out Period.

(d)          This Agreement shall expire and have no longer any effect on the last day of the Lock Up/Leak Out Period.

2.           Miscellaneous Transfers . Notwithstanding the foregoing, the undersigned (and any transferee of the undersigned) may transfer any shares of a Company Security: (i) as a bona fide gift or gifts, provided that prior to such transfer the donee or donees thereof agree in writing to be bound by the restrictions set forth herein, (ii) to any trust, partnership, corporation or other entity formed for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided that prior to such transfer a duly authorized officer, representative or trustee of such transferee agrees in writing to be bound by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, (iii) to non-profit organizations qualified as charitable organizations under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or (iv) if such transfer occurs by operation of law, such as rules of descent and distribution, statutes governing the effects of a merger or a qualified domestic order, provided that prior to such transfer the transferee executes an agreement stating that the transferee is receiving and holding any Company Security subject to the provisions of this agreement. For purposes hereof, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. In addition, the foregoing shall not prohibit privately negotiated transactions in whole or in part, to one or more individuals or institutions who meet the conditions and status of being an “accredited investor” under federal securities laws, provided (a) the transferees agree, in writing, to be bound to the lock-up/leak-out restrictions of this Letter Agreement for the balance of the Lockup Period and (b) the private transaction (1) does not result in the transfer of the Company Securities to more than ten (10) individuals or entities. (2) such transferees agree in writing to be bound by the terms of this Agreement.

3.           Notice . The Shareholder shall provide written notice to the Company immediately upon any transfer of the Shares covered in Section 2 above, and provide the Company with the date of such transfer and the number of Shares transferred.

4.           Legend . An appropriate legend referencing this Agreement may be imprinted on each stock certificate representing Common Stock covered hereby, and the transfer records of the Company’s transfer agent shall reflect such appropriate restrictions.

5.           Waiver of Limitation . Notwithstanding anything to the contrary set forth herein, the Company may, in its sole discretion and in good faith, at any time and from time to time, waive any of the conditions or restrictions contained herein to increase the liquidity of the Common Stock or if such waiver would otherwise be in the best interests of the development of the trading market for the Common Stock. Notwithstanding anything to the contrary, the Company may make any such waiver in any manner deemed appropriate by the Company in its sole discretion.

6.           Voting; Other Beneficial Rights . Except as otherwise provided in this Agreement or any other agreements between the parties, the Shareholder shall be entitled to its beneficial rights of ownership of the Common Stock, including the right to vote the Common Stock for any and all purposes.

7.           Adjustment of Number of Shares Upon Certain Transactions . The number of shares of Common Stock included in any monthly allotment that can be sold by the Shareholder shall be appropriately adjusted should the Company make a dividend or distribution, undergo a forward split or a reverse split or otherwise reclassify its shares of Common Stock.

8.            Miscellaneous.

(a)           Entire Agreement . This Agreement (including the recitals and exhibits hereto), the agreements, documents and instruments to be executed and delivered pursuant hereto or referred to herein, are intended to embody the final, complete and exclusive agreement between the parties with respect to matters set forth herein and any related transactions; are intended to supersede all prior agreements, understandings and representations written or oral, with respect thereto; and may not be contradicted by evidence of any such prior or contemporaneous agreement, understanding or representation, whether written or oral.

(b)           Governing Law and Venue . This Agreement and the rights and obligations of the parties hereunder shall be governed by and construed in accordance with the laws of the State of California, without regard to the choice of law provisions thereof. Venue for any matter arising out of relating to this agreement shall be in the appropriate state or federal court within the state of California. Each party hereby agrees that service of all process in any such proceeding in any such court may be made by registered or certified mail, return receipt requested, to any other party at its address set forth in Section 8(c) hereof, such service being hereby acknowledged by each party to be sufficient for personal jurisdiction in any action against each party in any such court and to be otherwise effective and binding service in every respect.

(c)           Notices . Any notice or other communication required or which may be given hereunder shall be in writing and shall be delivered personally, by courier or other express private mail service, telecopied, or sent by certified, registered or express mail, postage prepaid, and shall be deemed given when delivered personally or express private mail service, telecopied, or if mailed, when actually received as shown on the return receipt or other evidence of receipt. Notices shall be addressed to the parties as follows:

if to Company, to:

11111 Santa Monica Boulevard, Suite 1840

Los Angeles, California 90025

Phone: 888-328-9888

Fax: 818-835-9707

Email: ksylla@foothillspetro.com

Attention: Chief Executive Officer

if to the Shareholder, then to the address set forth next to Shareholder’s name below.

(d)           Binding Effect . This Agreement and the rights, covenants, conditions and obligations of the respective parties hereto and any instrument or agreement executed pursuant hereto shall be binding upon the parties and their respective successors, assigns and legal representatives. Neither this Agreement, nor any rights or obligations of any party hereunder, may be assigned by a party without the prior written consent of the other party hereto.

(e)           Counterparts; Facsimile Signature . This Agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. This Agreement may be executed by facsimile or scanned signature and any such facsimile or scanned signature shall be deemed to be an original signature for all purposes hereof.

(f)            Section Headings . The section headings of this Agreement are for convenience of reference only and shall not be deemed to alter or affect any provision hereof.

(g)           Gender; Tense. Etc. Where the context or construction requires, all words applied in the plural shall be deemed to have been used in the singular, and vice versa; the masculine shall include the feminine and neuter, and vice versa; and the present tense shall include the past and future tense, and vice versa.

(h)           Severability . In the event that any provision or any part of any provision of this Agreement shall be void or unenforceable for any reason whatsoever, then such provision or part thereof shall be stricken and of no force and effect. However, unless such stricken provision or part thereof goes to the essence of the consideration bargained for by a party, the remaining provisions of this Agreement shall continue in full force and effect, and to the extent required, shall be modified to preserve their validity.

(i)            Resales . The resale restrictions on the Common Stock set forth in this Agreement shall be in addition to all other restrictions on transfer imposed by applicable United States and state securities laws, rules and regulations.

(j)            Equitable Relief . The Shareholder agrees that in the event of a breach of any of the terms and conditions of this Agreement by such Shareholder, that in addition to all other remedies that may be available in law or in equity to the Company, a preliminary and permanent injunction, without bond or surety, and an order of a court requiring such defaulting Shareholder to cease and desist from violating the terms and conditions of this Agreement and specifically requiring such Shareholder to perform his/her/its obligations hereunder is fair and reasonable by reason of the inability of the parties to this Agreement to presently determine the type, extent or amount of damages that the Company may suffer as a result of any breach or continuation thereof.

(k)          Any transferee of any of the Common Stock of a Shareholder that is covered by this Agreement in a private sale or other transfer shall be subject to the conditions of this Agreement respecting the resale or further transfer of any Common Stock acquired from the Shareholder, and for all such purposes, a transferee or transferees shall be a “Shareholder” as defined herein who together and in the aggregate will be subject to the limitations on sale herein set forth.

(1)           Successors and Assigns . This Agreement shall be binding on the successors and assigns of the parties hereto.

(remainder of the page intentionally left blank - signature page follows)

IN WITNESS WHEREOF, the undersigned have duly executed and delivered this Lock-Up/Leak-Out Agreement as of the day set forth above.

Exhibit A

Securities Purchase Agreement

Exhibit B

Convertible Promissory Note

Exhibit 10.3

FOOTHILS PETROLEUM, INC.

SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (this “ Purchase Agreement ”), dated as of April 5 2016, is entered into by and among Foothills Petroleum, Inc., a Nevada corporation (“ Foothills ” or “ Issuer ”), and Alternus Capital Holdings Limited, a British Virgin Islands company (“ Purchaser ”). Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in Section 11 below.

RECITALS

A.          Foothills is a recently formed Nevada corporation, formed on December 17, 2015 principally (a) for the purposes of acquiring and operating oil and gas assets and (b) for effecting the Pubco and other transactions herein described. These proposed transactions include acquiring (i) Tiger Exploration Partners International LLC, a Nevada limited liability company and affiliated operating companies (“ TEPI ”), which is principally engaged in acquiring proven and probable acreage, exploring, drilling, developing and operating wells for oil and gas production mainly in the Rocky Mountain areas of the United States, (ii) Tiger Energy Operating, LLC (“ TEO ”) and (iii) Tiger Energy Mineral Leasing, LLC (“ TEML ” and collectively with TEPI and TEO, the “ Companies ”).

B.          Foothills intends to merge or otherwise combine with a company whose shares may be listed for trading (“Pubco”), so that on completion of the transaction (the “Pubco Merger”) the shareholders of Foothills as a group will become the principal controlling shareholders of Pubco.

C.          Issuer desires to obtain funds from Purchaser in order to provide working capital for marketing, acquisitions, including acquisitions of one or more of the Companies, other expansion and generally to further the operations of the Issuer.

D.          Issuer is conducting a private bridge note offering (the “ Offering ”), in an amount of up to $3,500,000 (the “ Preliminary Financing ”), consisting of 8% Convertible Promissory Notes substantially in the form as annexed hereto as Exhibit A , (the “ Notes ”) which may be voluntarily converted into shares (the “ Conversion Shares ” and together with the Notes, collectively referred to herein as the “ Securities ”) of the Issuer’s common stock (the “ Common Stock ”),with an exercise price of $0.665 per share or such other amount that on conversion yields no less than 30% of then outstanding Pubco common stock to the Purchaser or Purchasers (the “ Conversion Price ”). The Securities will be sold pursuant to exemptions from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “ Securities Act ”) and Rule 506 of Regulation D (“ Regulation D ”) and/or Regulation S (“ Regulation S ”) as promulgated under the Securities Act.

E.          Foothills anticipates that the Preliminary Financing may be conducted in several tranches, of which the initial tranche of $600,000 was subscribed and obtained on or around December 24, 2015 from Purchaser (the “ Initial Tranche ”).

F.          Purchaser desires to purchase from Foothills, and Foothills desires to sell and issue to Purchaser, a Note in consideration of $400,000 (the “ Second Tranche ”). The Second Tranche together with the Initial Tranche are part of the Preliminary Financing.

FOOTHILS PETROLEUM, INC.

SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (this “ Purchase Agreement ”), dated as of March __ 2016, is entered into by and among Foothills Petroleum, Inc., a Nevada corporation (“ Foothills ” or “ Issuer ”), and Alternus Capital Holdings Limited, a British Virgin Islands company (“ Purchaser ”). Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in Section 11 below.

RECITALS

A.          Foothills is a recently formed Nevada corporation, formed on December 17, 2015 principally (a) for the purposes of acquiring and operating oil and gas assets and (b) for effecting the Pubco and other transactions herein described. These proposed transactions include acquiring (i) Tiger Exploration Partners International LLC, a Nevada limited liability company and affiliated operating companies (“ TEPI ”), which is principally engaged in acquiring proven and probable acreage, exploring, drilling, developing and operating wells for oil and gas production mainly in the Rocky Mountain areas of the United States, (ii) Tiger Energy Operating, LLC (“ TEO ”) and (iii) Tiger Energy Mineral Leasing, LLC (“ TEML ” and collectively with TEPI and TEO, the “ Companies ”).

B.          Foothills intends to merge or otherwise combine with a company whose shares may be listed for trading (“Pubco”), so that on completion of the transaction (the “Pubco Merger”) the shareholders of Foothills as a group will become the principal controlling shareholders of Pubco.

C.          Issuer desires to obtain funds from Purchaser in order to provide working capital for marketing, acquisitions, including acquisitions of one or more of the Companies, other expansion and generally to further the operations of the Issuer.

D.          Issuer is conducting a private bridge note offering (the “ Offering ”), in an amount of up to $3,500,000 (the “ Preliminary Financing ”), consisting of 8% Convertible Promissory Notes substantially in the form as annexed hereto as Exhibit A , (the “ Notes ”) which may be voluntarily converted into shares (the “ Conversion Shares ” and together with the Notes, collectively referred to herein as the “ Securities ”) of the Issuer’s common stock (the “ Common Stock ”),with an exercise price of $0.665 per share or such other amount that on conversion yields no less than 30% of then outstanding Pubco common stock to the Purchaser or Purchasers (the “ Conversion Price ”). The Securities will be sold pursuant to exemptions from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “ Securities Act ”) and Rule 506 of Regulation D (“ Regulation D ”) and/or Regulation S (“ Regulation S ”) as promulgated under the Securities Act.

E.          Foothills anticipates that the Preliminary Financing may be conducted in several tranches, of which the initial tranche of $600,000 was subscribed and obtained on or around December 24, 2015 from Purchaser (the “ Initial Tranche ”).

F.          Purchaser desires to purchase from Foothills, and Foothills desires to sell and issue to Purchaser, a Note in consideration of $400,000 (the “ Second Tranche ”). The Second Tranche together with the Initial Tranche are part of the Preliminary Financing.

G.          Purchaser understands that there is substantial risk, illiquidity and uncertainty in the purchase of the Securities, and that no assurance can be made that the Issuer will complete the balance of the Preliminary Financing or will repay the Notes, complete its business plan or, if completed, that it will be successful in doing so.

H.          Issuer anticipates using proceeds from the Initial Tranche to complete the Pubco Merger and to pay certain fees and costs, including legal fees and prepaid advisory fees to an investment banker. On completion of the Preliminary Financing and acquisition of the Companies by Issuer or Pubco, Foothills directly and/or through its subsidiaries will have substantially those assets listed and set forth on Exhibit B attached hereto.

I.           Issuer has one wholly owned subsidiary, Foothills Exploration, LLC, a Wyoming limited liability company (the “ Issuer Sub ”), which owns leaseholds on approximately 38,000 acres in Fremont County, Wyoming, and which has substantially those assets listed as set forth on Exhibit B attached hereto, certain completed acreage assignments of which have been submitted to the U.S. Bureau of Land Management for confirmation, and which has an obligation to pay $100,000 to others in the future.

J.           Issuer will use the balance of proceeds obtained from the Preliminary Financing principally to support the acquisition and operations of TEPI (the “ TEPI Acquisition ”), and of Issuer Sub, and for the other related purposes that are outlined in the “Use of Proceeds” attached hereto as Exhibit C.

K.          Each of Purchaser and Foothills seeks by this Agreement promptly to complete or facilitate the foregoing transactions, provided that nothing set forth herein shall require Purchaser to fund in whole or in part any portion of the Preliminary Financing balance.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Purchase Agreement hereby agree as follows:

1.            Incorporation of Recitals . The foregoing Recitals are hereby incorporated herein as if restated in their entirety.

2.            Subscription for Securities; Use of Proceeds; Option to Acquire Additional Securities .

(a)          Subject to and in accordance with the terms and conditions of this Purchase Agreement, Purchaser hereby agrees to purchase the Securities from Foothills for $400,000 (the “ Purchase Price ”) payable in immediately available funds at the Closing.

(b)          Issuer agrees and covenants that the proceeds from this subscription and purchase may be used substantially as set forth on Exhibit C-“Use of Proceeds” with respect to Pubco and related expenses and with respect to acquisitions of the Companies or certain of their assets or rights.

(c)          Issuer covenants and agrees that Purchaser shall have a 30 day option from the Closing of this offering to complete the balance of the Preliminary Financing and to invest up to an additional $2 million in the securities of the Issuer, or if the Pubco Merger is completed, in securities of Pubco (the “ Additional Investment Option ”) upon substantially the same terms and conditions, including conversion price per share, as herein set forth, provided that on exercise of the Additional Investment Option, Purchaser acknowledges that it is not hereby or herein being granted any further option or right to acquire securities of the Issuer or of Pubco.

3.            Representations and Warranties of Purchaser . Purchaser hereby represents and warrants to, and agrees with, Foothills as follows:

(a)          Purchaser is an accredited investor, experienced in making speculative investments and can bear the economic risk of losing Purchaser’s entire investment in the Securities.

(b)          Purchaser is acquiring the Securities for investment purposes only and the Securities will be held by Purchaser without sale, transfer or other disposition for an indefinite period unless the transfer of the Securities subsequently is registered under the U.S. federal securities laws or unless exemptions from registration are available.

(c)          Purchaser’s overall commitments to investments that are not readily marketable are not disproportionate to Purchaser’s net worth and Purchaser’s investment in the Securities will not cause such overall commitments to become excessive.

(d)          Purchaser’s financial condition is such that Purchaser is under no present or contemplated future need to dispose of any portion of the Securities to satisfy any existing or contemplated undertaking, need or indebtedness.

(e)          Purchaser has adequate means of providing for Purchaser’s current needs and personal contingencies and has no need for liquidity in Purchaser’s investment in the Securities.

(f)          Purchaser has sufficient knowledge and experience in business and financial matters to evaluate and has evaluated the merits and risks of this investment.

(g)          The address set forth below on the signature page of this Purchase Agreement is Purchaser’s true and correct address, and Purchaser has no present intention of becoming a resident of any other state or jurisdiction.

(h)          Purchaser is an “accredited investor” as that term is defined in Rule 501 of Regulation D, as promulgated under the Securities Act of 1933, as amended (the “ 1933 Act ”), because Purchaser meets one of the following criteria (if Purchaser is not an “accredited investor”, place an “X” in the following blank: _____):

(1)         An individual with a net worth, individually or jointly with Purchaser’s spouse, of $1,000,000 (in calculating net worth, one may include equity in personal property and real estate other than one’s principal residence , including cash, short term investments, stocks and securities. Equity in personal property and real estate should be based on the fair market value of such property less debt secured by such property); or

(2)         An individual with income in excess of $200,000 in each of the two most recent years, or joint income with Purchaser’s spouse in excess of $300,000 in each of those years, and Purchaser has a reasonable expectation of reaching the same income level in the current year; or

(3)         An individual who is an officer or director of Foothills; or

(4)         A corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000; or

(5)         A trust with total assets in excess of $5,000,000 not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D, as promulgated under the Securities Act; or

(6)         An entity in which all of the equity owners are accredited investors.

(i)           Purchaser confirms that all documents, records and books pertaining to an investment in the Securities that have been requested by Purchaser have been made available or delivered to Purchaser. Without limiting the foregoing, Purchaser has (i) received and reviewed this Purchase Agreement and, (ii) had the opportunity to discuss the acquisition of the Securities with representatives of Foothills, and (iii) obtained or been given access to all information concerning Foothills that Purchaser has requested. Purchaser further represents that Purchaser is cognizant of the limited operations, financial condition and capitalization of Foothills (including Foothills’ proposed business plan following acquisition of the Companies and completion of the Pubco Merger), is cognizant of the use of proceeds from this financing for such purposes as Foothills’ management may deem appropriate, and has available full information concerning Foothills’ affairs to evaluate the merits and risks of the investment in the Securities.

(j)           Purchaser understands that the Securities have not been registered under the 1933 Act, or any state securities laws in reliance on an exemption for private offerings and no U.S. federal or state agency has made any finding or determination as to the fairness of this investment or any recommendation or endorsement of the offering of any of the securities offered.

(k)          Purchaser acknowledges that, in making the decision to acquire the Securities, it has relied solely upon independent investigations made by Purchaser and the representations, warranties and covenants made by Foothills.

(l)           Purchaser has the full right, power and authority to enter this Purchase Agreement and to carry out and consummate the transactions herein. This Purchase Agreement constitutes the legal, valid and binding obligation of Purchaser.

(m)         Purchaser acknowledges and is aware that the following (or similar) legend will be imprinted on the certificates representing the Securities being acquired by Purchaser:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER FEDERAL OR STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, OR OTHERWISE DISPOSED OF UNLESS SO REGISTERED OR QUALIFIED OR UNLESS AN EXEMPTION EXISTS, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED BY AN OPINION OF COUNSEL TO THE REGISTERED HOLDER (WHICH OPINION AND COUNSEL SHALL BOTH BE SATISFACTORY TO THE COMPANY).

(n)          Purchaser understands and agrees that Foothills can give no assurance that the TEPI Acquisition or of any of the other Companies will be completed and if not completed Purchaser understands and agrees that Foothills may use the proceeds obtained hereby for other comparable acquisitions in the oil and gas industry as well as for general working capital to support operations of Foothills.

(o)          Purchaser understands and agrees that Foothills is relying upon the accuracy, completeness, and truth of Purchaser’s representations, warranties, agreements, and certifications contained in this Purchase Agreement, in determining Purchaser’s suitability as an investor in Foothills and in establishing compliance with federal and state securities laws. Purchaser understands that any incomplete, inaccurate, or untruthful response, or the breach of Purchaser’s representations, warranties, agreements, or certifications, may result in Purchaser or Issuer, or both, being in violation of federal or state securities laws, and any person, including Foothills, who suffers damage as a result may have a claim against Purchaser for damages. Purchaser also acknowledges that Purchaser is indemnifying the Issuer for these and other losses in accordance with Section 5 of this Purchase Agreement.

(p)           For purposes of compliance with the Regulation S exemption for the offer and sale of the Securities to non-U.S. Persons, if the Purchaser is not a “U.S. Person,” as such term is defined in Rule 902(k) of Regulation S, the Purchaser represents and warrants they are a person or entity that is outside the United States, and further represents and warrants as follows:

(1)          The Purchaser is not acquiring the Securities for the account or benefit of a U.S. Person.

(2)         If the Purchaser is a legal entity, it has not been formed specifically for the purpose of investing in the Company.

(3)         The Purchaser hereby represents that he, she or it has satisfied and fully observed the laws of the jurisdiction in which he, she or it is located or domiciled, in connection with the acquisition of the Securities, including (i) the legal requirements of the Purchaser’s jurisdiction for the acquisition of the Securities, (ii) any foreign exchange restrictions applicable to such acquisition, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, which may be relevant to the holding, redemption, sale, or transfer of the Securities; and further, the Purchaser agrees to continue to comply with such laws as long as he, she or it shall hold the Investment Securities.

(4)         To the knowledge of the Purchaser, without having made any independent investigation, neither the Issuer nor any person acting for the Issuer, has conducted any “directed selling efforts” in the United States as the term “directed selling efforts” is defined in Rule 902 of Regulation S, which, in general, means any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the marketing in the United States for any of the Securities being offered. Such activity includes, without limitation, the mailing of printed material to investors residing in the United States, the holding of promotional seminars in the United States, and the placement of advertisements with radio or television stations broadcasting in the United States or in publications with a general circulation in the United States, which discuss the offering of the Investment Securities. To the knowledge of the Purchaser, the Securities were not offered to the undersigned through, and the undersigned is not aware of, any form of general solicitation or general advertising, including without limitation, (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, and (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.

(5)         The Purchaser will offer, sell or otherwise transfer the Securities, only (A) pursuant to a registration statement that has been declared effective under the Securities Act, (B) pursuant to offers and sales that occur outside the United States within the meaning of Regulation S in a transaction meeting the requirements of Rule 904 (or other applicable Rule) under the Securities Act, or (C) pursuant to another available exemption from the registration requirements of the Securities Act, subject to the Company’s right prior to any offer, sale or transfer pursuant to clauses (B) or (C) to require the delivery of an opinion of counsel, certificates or other information reasonably satisfactory to the Company for the purpose of determining the availability of an exemption.

(6)         The Purchaser will not engage in hedging transactions involving the Securities unless such transactions are in compliance with the Securities Act.

(7)         The Purchaser represents and warrants that the undersigned is not a citizen of the United States and is not, and has no present intention of becoming, a resident of the United States (defined as being any natural person physically present within the United States for at least 183 days in a 12-month consecutive period or any entity who maintained an office in the United States at any time during a 12-month consecutive period). The Purchaser understands that the Company may rely upon the representations and warranty of this paragraph as a basis for an exemption from registration of the Securities under the Securities Act, and the provisions of relevant state securities laws.

The foregoing representations and warranties are true and accurate as of the date hereof and shall survive the Closing of this Purchase Agreement.

4.              Representation and Warranties of Foothills . Foothills hereby represents and warrants to, and agrees with, Purchaser as follows (“ Foothills Warranties ”):

(a)           Foothills has full power and authority to enter into, deliver and perform this Purchase Agreement, to allot, issue and sell the Securities to Purchaser and its entering into, delivery and performance of this Purchase Agreement has been duly authorized by all necessary corporate actions and will, when executed, constitute legal, valid and binding obligations on Foothills, enforceable in accordance with its terms.

(b)          The execution and delivery of this Agreement, the issue and sale of the Securities, the consummation of the transactions herein contemplated and compliance with the terms hereof by Foothills do not, and will not, at the time of execution and delivery or issue (as the case may be), (1) contravene the constitutional documents of Foothills in any way; (2) conflict with or result in breach of any of the terms or provisions of, or constitute a default under any indenture, trust deed, mortgage or other agreement of instrument to which Foothills is a party or by which any of them or any of their respective properties are bound; or (3) infringe any existing applicable law, rule, regulation, judgment, order or decree of any government, governmental body or court, domestic or foreign, having jurisdiction over Foothills or any of their respective properties.

(c)           The Securities will be issued in accordance with the organizational documents of Foothills and all applicable laws, rules and regulations and the Conversion Shares will rank pari passu in all respects with all other shares of common stock of Foothills issued and outstanding. Upon closing of the Pubco Merger, the Notes shall automatically convert into the shares of common stock of Pubco at the Conversion Price (the “ Pubco Conversion Shares ”). The Pubco Conversion Shares so issued will be automatically subject to the terms and provisions of the lock up/leak out agreement attached hereto as Exhibit E (the “ Lock Up/Leak Out Agreement ”), provided that the holder of the Pubco Conversion Shares shall be permitted to effect private transactions therein with individuals or institutions on condition that that any such subsequent purchaser shall execute the Lock Up/Leak Out Agreement and agree to be bound by the terms thereof. Notwithstanding the foregoing, the Purchaser covenants and agrees that it will promptly execute the Lock Up/Leak Out Agreement as a condition precedent to the issuance of the Pubco Conversion Shares upon request of Foothills or of Pubco.

(d)           Other than as may be noted herein, the Securities will be free from all liens, charges, encumbrances and third party rights of whatsoever nature and together with all rights attaching thereto as of the Closing.

(e)           The Securities on conversion and receipt of the Conversion Shares and the Conversion Shares issuable from conversion of Securities issued in connection with and upon completing the balance of the Preliminary Financing shall result in the Issuer’s shareholders owning in the aggregate not less than thirty percent (30%) of Pubco following the Pubco Merger.

(f)            Foothills was incorporated on December 17, 2015 under the laws of Nevada.

(g)           Except as disclosed to Purchaser in writing, Foothills has not granted any options, warrants or other rights to call for the issue of or agreed to issue at any time before or after the date hereof any share or loan capital or any instrument convertible into or exchangeable for shares of such capital, and Foothills is not a party to or otherwise bound by any agreement for the purchase or repurchase of shares of Foothills.

(h)           Foothills is validly constituted and incorporated and has the requisite corporate power and is carrying on its business in the manner and in its territories within the scope of its business license and all relevant approval certificates and there is no suspension or cancellation of any such approvals, permits, authorities, licenses or consents, the result of which may have a material adverse effect on Foothills.

(i)            As of the date hereof, Foothills owns 100% of Foothills Exploration, LLC and other than as set forth herein does not own any subsidiaries or have any investments in any other entity or person.

(j)           Except as contemplated hereunder or under any transaction document relating to the TEPI acquisition and acquisition of the Companies and the Pubco Merger (collectively the “ Pubco Transactions ”), Foothills is not, or has not agreed to become, a member of any partnership, joint venture, consortium or other unincorporated association.

(k)           Following the Closing, Foothills will own all of the issued and outstanding capital stock of Issuer Sub.

(l)            Upon the Closing, Foothills will not own any other subsidiary or investment in any other company other than as may herein be contemplated.

(m)          Foothills has conducted its business in accordance with all applicable laws and regulations and there is no order, decree or judgment of any court or any governmental agency of any country or jurisdiction outstanding against Foothills.

(n)           Except as contemplated hereunder or under the Pubco Transactions, Foothills is not a guarantor or indemnifier of any liabilities of any other person.

(o)           No person has given any guarantee of or security for any overdraft, loan or loan facility granted to Foothills.

(p)           Foothills is not or has not been a party to any litigation, arbitration, prosecutions or other legal or contractual proceedings or hearings before any statutory, regulatory or governmental body, department, board of agency or to any material disputes or to or the subject of any investigation by any authority in the place where the business of Foothills is conducted.

(q)           No litigation, arbitration, prosecution or other legal or contractual proceedings or investigations are threatened or pending either by or against as Foothills and there are no facts or circumstances, so far as Foothills and its directors and chief executive officer are aware, which might give rise to any such proceeding, investigation, hearing or to any dispute or to any payment.

(r)            There are no unfulfilled or unsatisfied judgments against Foothills, Issuer Sub or to the knowledge of Foothills, of TEPI.

(s)          To Foothills’ knowledge, the information given to Purchaser and its professional advisers by Foothills during the negotiations prior to this Purchase Agreement and with respect to Foothills and the Pubco Transactions was, when given, true in all material respects.

(t)           Warranties given hereunder shall be deemed to be repeated immediately before Closing and to relate to the facts and circumstances then existing.

(u)           Warranties given hereunder shall survive Closing insofar as the same are not fully performed on Closing or as expressly stated herein.

5.             Indemnification . Each of the Issuer and Purchaser, acknowledges that it understands the meaning and legal consequences of the representations, warranties, agreements, and certifications made by it in this Purchase Agreement, and the undersigned hereby agrees to indemnify and hold harmless each of Foothills, its managers, officers, directors, representatives and agents from and against any and all loss, damage, or liability due to or arising out of a breach of any representation, warranty, agreement, or certification, or the inaccuracy of any statement, of it contained in this Purchase Agreement or any other document submitted by it in connection with this Purchase Agreement. The foregoing notwithstanding, nothing in this Purchase Agreement, including the representations, warranties, agreements and certifications contained in this Purchase Agreement, shall be deemed to constitute a waiver of any rights that a party hereto may have under any applicable law.

6.            Conditions Precedent to Purchaser’s Obligation to the Closing . This Agreement and the obligations of Purchaser to effect the Closing are conditional upon the fulfillment of the following conditions precedent (“ Purchaser Conditions Precedent ”):

(a)           The Warranties of Issuer in Section 4 being materially true, accurate and not materially misleading and that no events have occurred that would result in any breach of any of the Warranties of Issuer or other provisions of this Agreement by the Issuer; and

(b)           No events having occurred that would result in any breach of any of such representation or warranties or other provisions of this Agreement by Issuer.

7.              Conditions Precedent to the Issuer’s Obligation to the Closing . This Agreement and the obligations of the Issuer to effect the Closing are conditional upon the fulfillment of the following conditions precedent (“ Foothills Conditions Precedent ”): the representations and warranties made by Purchaser in Section 3 being materially true, accurate and not materially misleading and that no events have occurred that would result in any breach of any of such representation or warranties or other provisions of this Agreement by Purchaser.

8.              Matters Pending Closing . Except as may be otherwise herein contemplated, Foothills undertakes that (i) it will not do, permit to do or omit to do (or allow to be done or to be omitted to be done) any act or thing (in either case whether or not in the ordinary course of business) which is material in the context of Issuer prior to Closing and (ii) subject to the foregoing, procure in particular (but without limiting the generality of the foregoing) that Foothills shall not prior to Closing, without having first obtaining the prior written consent of Purchaser or save as contemplated under this Agreement:

(a)           Borrow or raise money other than as may be contemplated under this Purchase Agreement or pursuant to the Pubco Transactions.

(b)           Enter into or amend any material contracts or other material transaction or capital commitment or incur or allow to arise any material contingent liability other than as may be contemplated under this Purchase Agreement or pursuant to the Pubco Transactions.

(c)           Declare, pay or make any dividends or other distributions.

(d)           Save as otherwise provided herein or as may be contemplated or deemed appropriate pursuant to the Pubco Transactions, appoint any new directors or employ any senior employees, officers, company secretary or attorney or terminate the employment of any existing key employees or vary their terms of employment.

(e)           Other than those contemplated under the Pubco Transactions, dispose or agree to dispose of any asset other than in the ordinary course of its business or which is material in the context of operations.

(f)           Compromise, settle, release, discharge or compound any material civil, criminal, arbitration or other proceedings or any material liability, claim, action, demand or dispute or waive any right in relation to any of the foregoing.

(g)           Except as contemplated hereunder or under the Pubco Transactions, make any advances or other credits to any third party or give any guarantee, indemnity, surety or security, otherwise than in the ordinary course of business.

(h)           Propose or pass any shareholders’ resolution at any general meeting which is a special business and not in connection with this Purchase Agreement or transactions contemplated hereunder or incidental hereto, save for the proposal of and the passing of any shareholders’ resolution regarding the ordinary business at any of their respective annual general meeting.

(i)           Enter into or amend any service agreements with directors or officers or senior employees to increase the remuneration payable thereunder.

(j)           Enter into any transaction or arrangement, other than for full consideration and on arms-length terms.

(k)           Do, allow or procure any act or permit any omission which would constitute a breach of any of the Issuer’s Warranties.

Subject always to the compliance with the applicable laws, rules and codes, Foothills further undertakes that it shall not during the period from the date of this Purchase Agreement and ending on Closing Date do anything that may delay, hinder or frustrate the completion of this Purchase Agreement.

9.              Closing; Drop Dead Date .

(a)           If the Purchaser Conditions Precedent and Foothills Conditions Precedent shall not have been fulfilled or waived by the party in whose favor the Conditions Precedent run in full on or before 5:00 p.m. on April 30, 2016 (or such other date agreed by Foothills and Purchaser in writing) (the “ Drop Dead Date ”), all rights and obligations of the parties hereunder shall cease and terminate and no party shall have any claim against the others save for claim (if any) in respect of such continuing provisions or any antecedent breach hereof.

(b)           Subject to fulfillment of the Purchaser and Foothills Conditions Precedent, or waiver thereof, Closing shall take place at the Law Offices of Aaron A. Grunfeld & Associates, 11111 Santa Monica Boulevard, Suite 1840, Los Angeles, California 90025. 12:00 noon Pacific Standard Time, on the date (“ Closing Date ”) which is the first Business Date immediately after the date on which all the applicable Conditions Precedent are fulfilled or waived as set forth herein. The exchange of the Note or Notes against release of funds to the Issuer together with such other deliveries made by the parties in support thereof on the Closing Date shall be deemed to be the “Closing” for purposes of this Agreement.

(c)           Not later than 24 hours prior to the Closing, Purchaser shall transfer by wire, in immediately available funds, the full amount of the Purchase Price (the “ Wired Amount ”) to the Law Offices of Aaron A. Grunfeld, (for purposes hereof, the “ Escrow Agent ”) at the wire instructions provided in the Escrow Agreement (as defined below), who shall hold the Wired Amount to the order of Purchaser, pursuant to that certain escrow agreement (the “ Escrow Agreement ”), substantially in the form attached hereto as Exhibit D .

(d)           At Closing, upon satisfaction of the applicable Conditions Precedent, or waiver thereof, Foothills shall, subject to its receipt of a confirmation signed by the Sellers and Foothills confirming that all the conditions precedent to the closing of the Merger have been fulfilled and the closing of the Merger Agreement will proceed and the fulfillment or waiver of the applicable Conditions Precedent, will deliver to Purchaser:

(i)          The original signed Notes issued in the name of Purchaser; and

(ii)         Resolutions of the Board of Director(s) of Foothills authorizing the transactions contemplated hereunder.

(e)           At Closing, upon satisfaction of the applicable Conditions Precedent, or waiver thereof, Purchaser shall:

(i)           Give written notice to the Escrow Agent authorizing the release of the Wired Amount pursuant to the Escrow Agreement; and

(ii)          Deliver to Escrow Agent such other documents or confirmations as may be reasonably requested.

10.            Costs and Expenses . Each party to this Purchase Agreement shall pay its own costs and expenses (including legal fees) incurred in connection with the preparation, negotiation, execution and performance of this Purchase Agreement.

11.            Definitions . The following capitalized terms shall have the following definitions for purposes of this Purchase Agreement:

(a)           “ Common Stock ” means the Common Stock of Company or of Pubco.

(b)          “ Person ” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

(c)           “ Securities Act ” means the Securities Act of 1933, as amended from time to time.

(d)         “ Subsidiary ” means, with respect to any Person, any corporation, limited liability company, partnership, association or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a limited liability company, partnership, association or other business entity, a majority of the limited liability company; partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association or other business entity if such Person or Persons shall be allocated a majority of limited liability company, partnership, association or other business entity gains or losses or shall be or control the managing director or general partner of such limited liability company, partnership, association or other business entity.

12.            Amendment and Waiver . Except as otherwise provided herein, no modification, amendment or waiver of any provision of this Purchase Agreement shall be effective against Foothills or Purchaser unless such modification, amendment or waiver is approved in writing by Foothills and Purchaser. The failure of any party to enforce any of the provisions of this Purchase Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of such party thereafter to enforce each and every provision of this Purchase Agreement in accordance with its terms.

13.            Severability . Whenever possible, each provision of this Purchase Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Purchase Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of any other provision of this Purchase Agreement in such jurisdiction, but this Purchase Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

14.            Entire Agreement . This Purchase Agreement embodies the complete agreement and understanding among the parties hereto with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

15.            Successors and Assigns . This Purchase Agreement shall bind and inure to the benefit of the successors and assigns of the Parties hereto.

16.            Counterparts . This Purchase Agreement may be executed in two or more counterparts including by facsimile or electronic transmission, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

17.            Remedies . The parties hereto shall be entitled to enforce their rights under this Purchase Agreement specifically, to recover damages by reason of any breach of any provision of this Purchase Agreement and to exercise all other rights existing in their favor. The parties hereto agree and acknowledge that money damages would not be an adequate remedy for any breach of the provisions of this Purchase Agreement and that Foothills and Purchaser may in its sole discretion apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive relief (without posting a bond or other security) in order to enforce or prevent any violation of the provisions of this Purchase Agreement.

18.          Notices . Any notice provided for in this Purchase Agreement shall be in writing and shall be either personally delivered, or mailed certified or registered mail (postage prepaid and return receipt requested) or sent by reputable overnight courier service (charges prepaid) to Foothills at the address set forth below and to any other recipient at such address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party. Notices shall be deemed to have been given hereunder when delivered personally, three days after deposit in the U.S. mail and one day after deposit with a reputable overnight courier service.

If to Foothills, at:

11111 Santa Monica Boulevard, Suite 1840

Los Angeles, California 90025

Contact: B. P. Allaire

Email: bpallaire@foothillspetro.com

Phone no: 888-328-9888

Fax no: 818-835-9707

If to Purchaser, at:

Alternus Capital Holdings Limited

Flat B, 28/F, Block 9, Larvotto,

8 Praya Road,

Unit 1403-04, 14F Kowloon Centre,

33 Ashley Road,

Tsim Sha Tsui, Hong Kong

Attention: Joe Lam, Director

Contact: Gloria Liu,

Email: gloria.liu@alternus-capital.com,

Phone no.: +852 3758 2138

Fax no: +852 3914 7215

19.            Governing Law . The corporate law of the State of California shall govern all issues and questions concerning the relative rights of the parties hereto. All other issues and questions concerning the construction, validity, interpretation and enforceability of this Purchase Agreement and the exhibits and schedules hereto shall be governed by, and construed in accordance with, the laws of the State of California, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of California. In furtherance of the foregoing, the internal law of the State of California shall control the interpretation and construction of this Purchase Agreement (and all schedules and exhibits hereto), even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive law of such other jurisdiction would ordinarily apply.

20.            Business Days . If any time period for giving notice or taking action hereunder expires on a day which is a Saturday, Sunday or legal holiday in the state in which Foothills’ chief-executive office is located, the time period shall automatically be extended to the business day immediately following such Saturday, Sunday or legal holiday.

21.            Descriptive Headings . The descriptive headings of this Purchase Agreement are inserted for convenience only and do not constitute a part of this Purchase Agreement.

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

Exhibit A

FORM OF CONVERTIBLE PROMISSORY NOTE

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS DOCUMENT NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER AND REASONABLY APPROVED BY THE COMPANY), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

CONVERTIBLE PROMISSORY NOTE

FOR VALUE RECEIVED, Foothills Petroleum, Inc., a Nevada corporation (the “ Company ”), hereby promises to pay to the order of Alternus Capital Holdings Limited, a corporation organized under the laws of the British Virgin Islands, or its successors or assigns (the “ Holder ”), the principal amount of Four Hundred Thousand and 00/100 United States Dollars (US$400,000.00) on or prior to 12 months from later of, the date of this Note has been executed or the next business day after the Company received the funds hereunder, or such earlier or later date as is set forth in the Purchase Agreement defined below (the “ Maturity Date ”), and to pay interest on the unpaid principal balance hereof at the eight percent (8%) per annum (the “ Applicable Rate ”) calculated at and commencing as of the date the proceeds hereunder are funded to the Company (the “ Funding Date ”), in accordance with the terms hereof. (Any term not defined herein shall have the meaning set forth in that certain Securities Purchase Agreement dated March __, 2016 as executed by the Company and Holder and referred to elsewhere herein as the “Purchase Agreement”.)

(a)           Payment of Principal . The principal amount of this Note shall be paid to the Holder on or prior to the Maturity Date.

(b)           Payment of Interest . Interest on the unpaid principal balance of this Note shall accrue at the Applicable Rate commencing on the Funding Date. Interest shall be computed on the basis of a 365-day year and paid for the actual number of days elapsed. Accrued and unpaid interest under this Note shall be paid in full on the Maturity Date. Any accrued but unpaid interest shall be converted as set forth herein.

(c)           Payment of Default Interest . Any amount of principal or interest on this Note which is not paid when due shall bear interest from the date due until such past due amount is paid at a rate of interest equal to the Applicable Rate plus four percent (4%) per annum (the “ Default Rate ”).

(d)           General Payment Provisions . All payments of principal and interest on this Note shall be made in lawful money of the United States of America by certified bank check or wire transfer to such account as the Holder may designate by written notice to the Company in accordance with the provisions of this Note. Whenever any amount expressed to be due by the terms of this Note is due on any day which is not a Business Day, the same shall instead be due on the next succeeding Business Day. For purposes of this Note, “Business Day” shall mean any day other than a Saturday, Sunday or a day on which commercial banks in the State of California are authorized or required by law or executive order to remain closed.

(a)           Mandatory Conversion . The unpaid principal and accrued and unpaid interest on the Note shall automatically convert into shares of common stock of Pubco upon completion of the Pubco Merger. The conversion price per share of Pubco Common Stock shall be $0.665 or such other amount that on conversion upon the Pubco Merger will yield approximately 3.43% of the then outstanding Pubco Common Stock to the Holder. The number of shares into which the Note is convertible is referred to herein as the “ Conversion Shares ”. The Company shall notify the Holder in writing of the completion of the Merger and within ten (10) Business Days after completion of the Merger (the “ Closing ”), the Company shall instruct Pubco’s transfer agent to issue and surrender to a nationally recognized overnight courier for delivery to the address specified by Holder, a certificate, registered in the name of the Holder, for the number of Conversion Shares to which the Holder shall be entitled.

(1)          Record Holder . The person or persons entitled to receive the shares of Pubco Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder(s) of such shares of Pubco Common Stock as of the Conversion Date.

(2)          Transfer Taxes . The issuance of certificates for shares of the Pubco Common Stock on conversion of this Note shall be made without charge to the Holder hereof for any documentary stamp or similar taxes, or any other issuance or transfer fees of any nature or kind that may be payable in respect of the issue or delivery of such certificates, any such taxes or fees, if payable, to be paid by the Company.

(3)          No Fractional Shares . No fractional Pubco Common Stock or scrip certificates in respect thereof shall be issued upon conversion of any this Note. Instead of any fractional Pubco Common Stock which would otherwise be issuable upon conversion of any convertible note, the Company shall pay a cash adjustment in respect of such fraction (calculated to the nearest 1/100 of a share) in an amount in Dollars equal to the same fraction of the current market price per share of Common Stock (as calculated by the Company, whose determination shall be conclusive and described in a Company’s resolution) at the close of business on the day of conversion, or alternatively, at the Borrower’s option, the Borrower shall round up the conversion transaction to the next higher whole share.

3.            Voting Rights . The Holder shall have no voting rights under this Note, except as required by applicable law, and as expressly provided in this Note.

(a)            Events of Default . The occurrence of any of the following events shall constitute an “ Event of Default ” hereunder: (i) the Company shall fail to pay any installment of interest, principal or other sums due under this Note within ten (10) business days of when any such payment shall be due and payable; (ii) the Company makes an assignment for the benefit of creditors; (iii) any order or decree is rendered by a court which appoints or requires the appointment of a receiver, liquidator or trustee for the Company, and the order or decree is not vacated within sixty (60) days from the date of entry thereof; (iv) any order or decree is rendered by a court adjudicating the Company insolvent, and the order or decree is not vacated within sixty (60) days from the date of entry thereof; (v) the Company files a petition in bankruptcy under the provisions of any bankruptcy law or any insolvency act; (vi) the Company admits, in writing, its inability to pay its debts as they become due (provided, however, that receipt by the Company of an audit letter from its accountants questioning the viability of the Company as a going concern shall not, in and of itself, be construed as an admission by the Company of its inability to pay its debts as they become due); (vii) a proceeding or petition in bankruptcy is filed against the Company and such proceeding or petition is not dismissed within ninety (90) days from the date it is filed; (viii) the Company files a petition or answer seeking reorganization or arrangement under the bankruptcy laws or any law or statute of the United States or any other foreign country or state; or (ix) the Company shall fail to perform, comply with or abide by any of the stipulations, agreements, conditions and/or covenants contained in this Note on the part of the Company to be performed complied with or abided by, and such failure is not cured within thirty (30) days after written notice of such failure is delivered by Holder to the Company.

(b)           Remedies . Upon the occurrence of one or more Events of Default, the Holder, at its option and without further notice, demand or presentment for payment to the Company or others, may declare the then outstanding principal balance of this Note, together with all other sums due under the Note, immediately due and payable, together with all accrued and unpaid interest thereon and thereafter all such sums shall bear interest at the Default Rate, together with all reasonable attorneys’ fees, paralegals’ fees and costs and expenses incurred by the Holder in collecting or enforcing payment thereof (whether such reasonable fees, costs or expenses are incurred in negotiations, all trial and appellate levels, administrative proceedings, bankruptcy proceedings or otherwise), and all other sums due by the Company hereunder, all without any relief whatsoever from any valuation or appraisement laws and payment thereof may be enforced and recovered in whole or in part at any time by one or more of the remedies provided to the Holder at law, in equity, or under this Note.

5.           Lost or Stolen Note . Upon notice to the Company of the loss, theft, destruction or mutilation of this Note, and, in the case of loss, theft or destruction, of an indemnification undertaking by the Holder to the Company in a form reasonably acceptable to the Company and customary for similar circumstances in commercial lender/borrower circumstances, and, in the case of mutilation, upon surrender and cancellation of the Note, the Company shall execute and deliver a new Note of like tenor and date and in substantially the same form as this Note; provided, however , the Company shall not be obligated to re-issue a Note if the Holder contemporaneously requests the Company to convert such remaining principal amount and interest into Common Stock.

6.           Cancellation . After all principal, accrued interest and all other sums at any time owed on this Note have been paid in full, this Note shall automatically be deemed canceled, shall be surrendered to the Company for cancellation and shall not be re-issued.

7.           Governing Law . This Note shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Note shall be governed by, the laws of the State of California, without giving effect to provisions thereof regarding conflict of laws. Each party hereto hereby irrevocably submits to the non-exclusive jurisdiction of the state and federal courts sitting in the State of California for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper, provided, however, nothing contained herein shall limit the Holder’s ability to bring suit or enforce this Note in any other jurisdiction. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by sending by certified mail or overnight courier a copy thereof to such party at the address indicated in the preamble hereto and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.

8.           Remedies, Characterizations, Other Obligations, Breaches and Injunctive Relief . The remedies of the Holder as provided herein shall be cumulative and concurrent and may be pursued singly, successively or together, at the sole discretion of the Holder, and may be exercised as often as occasion therefor shall occur; and the failure to exercise any such right or remedy shall in no event be construed as a waiver or release thereof.

9.           Specific Shall Not Limit General; Construction . No specific provision contained in this Note shall limit or modify any more general provision contained herein. This Note shall be deemed to be jointly drafted by the Company and the Holder and shall not be construed against any person as the drafter hereof.

10.          Failure or Indulgence Not Waiver . Holder shall not be deemed, by any act of omission or commission, to have waived any of its rights or remedies hereunder, unless such waiver is in writing and signed by Holder, and then only to the extent specifically set forth in the writing. A waiver on one event shall not be construed as continuing or as a bar to or waiver of any right or remedy to a subsequent event.

11.          Notice . Notice shall be given to each party at the address indicated in the Securities Purchase Agreement or at such other address as provided to the other party in writing.

12.          Usury Savings Clause . Notwithstanding any provision in this Note, the total liability for payments of interest and payments in the nature of interest, including, without limitation, all charges, fees, exactions, or other sums which may at any time be deemed to be interest, shall not exceed the limit imposed by the usury laws of the jurisdiction governing this Note or any other applicable law. In the event the total liability of payments of interest and payments in the nature of interest, including, without limitation, all charges, fees, exactions or other sums which may at any time be deemed to be interest, shall, for any reason whatsoever, result in an effective rate of interest, which for any month or other interest payment period exceeds the limit imposed by the usury laws of the jurisdiction governing this Note, all sums in excess of those lawfully collectible as interest for the period in question shall, without further agreement or notice by, between, or to any party hereto, be applied to the reduction of the outstanding principal balance of this Note immediately upon receipt of such sums by the Holder hereof, with the same force and effect as though the Company had specifically designated such excess sums to be so applied to the reduction of such outstanding principal balance and the Holder hereof had agreed to accept such sums as a penalty-free payment of principal; provided, however, that the Holder of this Note may, at any time and from time to time, elect, by notice in writing to the Company, to waive, reduce, or limit the collection of any sums in excess of those lawfully collectible as interest rather than accept such sums as a prepayment of the outstanding principal balance. It is not the intention of the parties that the Company does not intend or expect to pay nor does the Holder intend or expect to charge or collect any interest under this Note greater than the highest non-usurious rate of interest that may be charged under applicable law.

13.          Binding Effect . This Note shall be binding upon the Company and the successors and assigns of the Company and shall inure to the benefit of Holder and the successors and assigns of Holder.

14.          Severability . In the event any one or more of the provisions of this Note shall for any reason be held to be invalid, illegal, or unenforceable, in whole or in part, in any respect, or in the event that any one or more of the provisions of this Note operates or would prospectively operate to invalidate this Note, then and in any of those events, only such provision or provisions shall be deemed null and void and shall not affect any other provision of this Note. The remaining provisions of this Note shall remain operative and in full force and effect and shall in no way be affected, prejudiced, or disturbed thereby.

15.          Participations . Holder may from time to time sell or assign, in whole or in part, or grant participations in this Note and/or the obligations evidenced hereby, subject, however, to first obtaining the Company’s written consent. The holder of any such sale, assignment or participation, if the applicable agreement between Holder and such holder so provides, shall be: (a) entitled to all of the rights, obligations and benefits of Holder (to the extent of such holder’s interest or participation); and (b) deemed to hold and may exercise the rights of setoff or banker’s lien with respect to any and all obligations of such holder to the Company (to the extent of such holder’s interest or participation), in each case as fully as though the Company was directly indebted to such holder.

16.          Amendments . The provisions of this Note may be changed only by a written agreement executed by the Company and Holder.

[Signature pages follows]

IN WITNESS WHEREOF, the Company has caused this Note to be executed on and as of the date set forth above.