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


 




    	 	2	 



     


    

 


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	 



     


    

 


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


 




    	 	4	 



     


    

 


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


 




    	 	5	 



     


    

 


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


 




    	 	6	 



     


    

 


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


 




    	 	7	 



     


    

 


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


 




    	 	8	 



     


    

 


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


 




    	 	9	 



     


    

 


(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


 




    	 	10	 



     


    

 


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


 




    	 	11	 



     


    

 


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


 




    	 	12	 



     


    

 


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


 




    	 	13	 



     


    

 


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


 




    	 	14	 



     


    

 


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


 




    	 	15	 



     


    

 


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


 




    	 	16	 



     


    

 


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


 




    	 	17	 



     


    

 


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 (4th) 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


 




    	 	18	 



     


    

 


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


 




    	 	19	 



     


    

 


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


 




    	 	20	 



     


    

 


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 17th Street, Suite 1700-A

Denver, Colorado 80202

Attention: Chief Operating Officer


 


If to KYLK:


 


Key Link Assets Corp.


633 17th 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


 




    	 	21	 



     


    

 


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


 




    	 	22	 



     


    

 


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


 


	KYLK:	 
	 	 
	KEY LINK ASSETS CORP.	 
	 	 	 
	By:	/s/ B. P. Allaire	 
	B P. Allaire, Chief Operating Officer	 
	 	 
	FHPI:	 
		 
	FOOTHILLS PETROLEUM, INC.	 
	 	 	 
	By:	/s/ B. P. Allaire	 
	B P. Allaire, Chief Operating Officer	 
	 	 
	Wilshire:	 
	 	 
	WILSHIRE ENERGY PARTNERS LLC	 
	 	 	 
	By:	/s/ Kevin Sylla	 
	 	Kevin Sylla,
    Managing Member	 


 


KYLK –
Foothills Petroleum Share Exchange


 




    	 	S-1	 



     


    

 


INDEX OF SCHEDULES


 


TO


 


AGREEMENT FOR SHARE EXCHANGE


 


by and among


 


Foothills Petroleum, Inc.,


 


and


 


Key Link Assets Corp.


 


Foothills Schedules 


 


	Schedule 	 	Title
	 	 	 
	3.7	 	Capitalization
	 	 	 
	3.9	 	Principal Assets
	 	 	 
	3.14	 	ERISA
	 	 	 
	3.15	 	Employee Plans
	 	 	 
	3.18	 	Leases, Licenses and Permits
	 	 	 
	3.21	 	Material Undisclosed Liabilities
	 	 	 
	3.23 	 	Tax Returns and Tax Liabilities
	 	 	 
	3.24	 	Officers and Employees
	 	 	 
	3.28	 	Bank Accounts


 


Key Link Assets Schedules


 


	4.6	 	Capitalization.
	 	 	 
	4.13	 	Absence of Undisclosed Liabilities.
	 	 	 
	4.14	 	Tax Returns and Tax Liabilities.


 


Schedules to Share Exchange Agreement


 


KYLK –
Foothills Petroleum Share Exchange


 




    	 	 	 



     


    

 


Exhibit 3.7


 


Capitalization


 


	Common Stock Issued and Outstanding	 	Preferred Stock Issued and Outstanding
	Wilshire Energy Partners - 4,500,000 	 	0
	Alternus Capital Holdings Ltd. – 1,503,7591	 	 


 


Wilshire Warrants:


 


		1.	100,000 - strike price $1.25 per share



		2.	200,000 - strike price $2.00 per share



		3.	400,000 - strike price $3.00 per share



 





 






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