0001002014-16-000649 Sample Contracts

STOCK EXCHANGE AGREEMENT
Stock Exchange Agreement • April 20th, 2016 • Amazing Energy Oil & Gas, Co. • Drilling oil & gas wells • Texas

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

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ACQUISITION AGREEMENT
Acquisition Agreement • April 20th, 2016 • Amazing Energy Oil & Gas, Co. • Drilling oil & gas wells • Texas

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

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