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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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ITEM 1.01 | ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. |
ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS. |
Exhibit No.
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Document Description
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10.1
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Amendment No. 2 to Agreement with Gulf South Holding, Inc.
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AMAZING ENERGY OIL AND GAS, CO.
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BY:
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TIMOTHY FLANAGAN
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Timothy Flanagan, President
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A.
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Whereas the parties entered into a Stock Exchange Agreement dated April 15, 2016, (the "Agreement") a copy of which is incorporated herein by reference as though set forth in full;
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B.
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Whereas the Agreement provided that the Company would exchange Five Million, Three Hundred Forty-Nine Thousand, One Hundred Fifty-Three (5,349,153) restricted shares of Company's common stock (the "Shares") plus Two Million, Six Hundred Seventy-Four Thousand, Five Hundred Seventy-Six (2,674,576) stock purchase warrants (the "Warrants") of the Company in consideration for Seller transferring all right, title and interest in and to 100,000 shares of common stock (the "GSSI Shares") of Gulf South Securities, Inc., a Delaware corporation ("GSSI") which is registered with the Securities and Exchange Commission (the "SEC") and Financial Industry Regulatory Authority ("FINRA") as a broker-dealer.;
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C.
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Whereas the parties desire that the Company increase the number of restricted shares of common stock to be issued to Seller from 5,349,153 shares to of common stock to 5,373,528 shares of common stock;
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D.
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Whereas the Agreement provided that Series A Preferred Stock to be issued with 1,000 votes per shares; and,
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E.
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Whereas the parties desire to increase the number of votes per share of Series A Preferred Stock from 1,000 votes per share to 10,000 votes per share.
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COMPANY
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AMAZING ENERGY OIL AND GAS, CO.
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BY:
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TIMOTHY FLANAGAN
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Timoth Flanagan, President
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SELLER
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GULF SOUTH HOLDING, INC.
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BY:
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ART SELIGMAN
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Art Seligman, President
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GSSI
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GULF SOUTH SECURITIES, INC.
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BY:
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TIMOTHY J. FLANAGAN
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Timothy J. Flanagan, President
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MIESNER
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JED MIESNER
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Jed Miesner, individually
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BORIES
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BORIES CAPITAL, LLC.
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BY:
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ROBERT A. BORIES
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Robert A. Bories, Managing Member
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