MERGER AGREEMENT by and among Spotlight Innovation, LLC (Spotlight Innovation) A Iowa Limited Liability Company, and American Exploration Corporation. (American Exploration), A Nevada corporation, February 12, 2013

WHEREAS, the Manager of Spotlight Innovation and Board of Directors of American Exploration have approved the merger, pursuant and subject to the terms and conditions of this Agreement, of Spotlight Innovation with and into American Exploration (the “Merger”), whereby all of the issued and outstanding membership interests of Spotlight Innovation (the “Spotlight Innovation Interests”) will be converted into the right to receive a specified number of shares of the Common Stock of American Exploration (the “American Exploration Common Stock” or “American Exploration Shares”); and the parties each desire to make certain representations, warranties and agreements in connection with the Merger and also to prescribe various conditions to the Merger;

WHEREAS, it is intended that the terms and conditions of this Agreement comply in all respects with Section 368(a)(1)(B) and/or Section 351 of the Code and the regulations corresponding thereto, so that the Merger shall qualify as a tax free reorganization under the Code, and that this share exchange transaction shall qualify as a transaction in securities exempt from registration or qualification under the Securities Act of 1933, as amended and in effect on the date of this Agreement.

NOW, THEREFORE, in consideration of the premises and the representations, warranties and covenants herein contained, the parties agree to effect the Merger on the terms and conditions herein provided and further agree as follows:

1.3           Effect on Capital Stock. As of the Effective Time, by virtue of the Merger and without any action on the part of any holder of shares of American Exploration Common Stock or of Spotlight Innovation Interests:

                   (a)            Membership Interests of Spotlight Innovation. Each issued and outstanding Spotlight Innovation Interest will be converted into the right to receive an aggregate of 7,500,000 fully paid and non-assessable shares of the common stock of the Surviving Corporation (on a post split basis, as referenced on Schedule 7.1 annexed hereto).

(i)           “Exchanged Interests” means all classes of membership interests of Spotlight Innovation issued and outstanding immediately prior to the Effective Time.

(ii)           The consideration to the Spotlight Innovation Members in the Merger will consist of American Exploration Common Stock (the “Merger Consideration”). The “Merger Consideration” shall be distributed among the Spotlight Innovation Members proportionately in accordance with their holdings as set forth on Schedule 1.3 hereto.

(c)           Exchange of Exchanged Interests for Merger Consideration. As of the Effective Time, by virtue of the Merger, each issued and outstanding Exchanged Interest will be converted into the right to receive the Merger Consideration due in respect thereof, payable, to the Record Holders of Exchanged Interests at the Effective Time.  As of the Effective Time, all classes of Spotlight Innovation Interests will no longer be outstanding and will automatically be cancelled and retired and will cease to exist, and each holder of a certificate representing any such interests will cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor, without interest, upon the surrender of such certificate in accordance with Section 3.2.

(e)           No Further Ownership Rights in Spotlight Innovation Interests. All shares of American Exploration Common Stock issued upon the surrender for exchange of shares of Spotlight Innovation Interests in accordance with the terms hereof will be deemed to have been issued in full satisfaction of all rights pertaining to such classes of Spotlight Innovation Interests, and there will be no further registration of transfers of the shares of Spotlight Innovation Interests after the Effective Time. If, after the Effective Time, certificates representing Spotlight Innovation Interests are presented to the Surviving Corporation for any reason, such certificates will be cancelled and exchanged as provided by this Article.

1.4           Taking of Necessary Action; Further Action. If, at any time after the Closing, any further action is necessary or desirable to carry out the purposes of this Agreement, the Spotlight Innovation Members, Spotlight Innovation, and/or American Exploration (as applicable) will take all such lawful and necessary action.

3.5          Restrictive Legends. The Spotlight Innovation Member acknowledges that the certificate(s) representing the Spotlight Innovation Member’s pro rata portion of the American Exploration Shares shall each conspicuously set forth on the face or back thereof a legend in substantially the following form, corresponding to the stockholder’s status as set forth in Section 3.4 and the signature pages hereto:

3.6          Disclosure.  The representations and warranties and statements of fact made by Spotlight Innovation Members in this Agreement are, as applicable, accurate, correct and complete and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements and information contained herein not false or misleading.

4.1     Organization and Qualification. American Exploration is an entity duly which is in default Status according to the State of Nevada solely due to the failure of American Exploration to file its list of Officers which was due May 31, 2012. .  American Exploration has the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted.  American Exploration is not, to its Knowledge, in violation nor default of any of the provisions of its articles of incorporation, bylaws or other organizational or charter documents (collectively the “Charter Documents”).  American Exploration is duly qualified to conduct business and is in good standing as a United States corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in a Material Adverse Effect, and no proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.

4.2      Authorization; Enforcement. American Exploration has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder.  The execution and delivery of this Agreement by American Exploration and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary action on the part of American Exploration and no further action is required by American Exploration, the Board of Directors or American Exploration’ stockholders in connection therewith other than in connection with the Required Approvals, as defined in Section 4.4.  This Agreement has been (or upon delivery will have been) duly executed by American Exploration and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of American Exploration enforceable against American Exploration in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

4.3      No Conflicts.  The execution, delivery and performance by American Exploration of this Agreement and the consummation by American Exploration of the other transactions to which it is a party and as contemplated hereby do not and will not: (i) conflict with or violate any provision of American Exploration’ certificate or articles of incorporation, bylaws or other organizational or charter documents, (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or assets of American Exploration, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a American Exploration debt or otherwise) or other understanding to which American Exploration is a party or by which any property or asset of American Exploration is bound or affected, or (iii) subject to the Required Approvals, as defined by Section 4.4, conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which American Exploration is subject (including federal and state securities laws and regulations), or by which any property or asset of American Exploration is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not have or reasonably be expected to result in a Material Adverse Effect.

4.4      Filings, Consents and Approvals.  American Exploration is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in connection with the execution, delivery and performance by American Exploration of this Agreement, other than the filing of a disclosure document, and such filings as are required to be made under applicable state securities laws (collectively, the “Required Approvals”).

4.5      Issuance of the American Exploration Shares.  The American Exploration Shares are duly authorized and, when issued and paid for in accordance with this Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed on or by American Exploration other than restrictions on transfer provided for in this Agreement.

4.6     Capitalization.  The capitalization of American Exploration is set forth on Schedule 4.6 and will remain as of the Closing Date.  No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by this Agreement.  There are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire any shares of American Exploration’ common stock, or Contracts, commitments, understandings or arrangements by which American Exploration is or may become bound to issue additional shares of American Exploration’ common stock or Common Stock Equivalents.  The issuance of the American Exploration Shares will not obligate American Exploration to issue shares of American Exploration’ common stock or other securities to any Person (other than the Spotlight Innovation Members) and will not result in a right of any holder of American Exploration securities to adjust the exercise, conversion, exchange or reset price under any of such securities.  All of the outstanding shares of capital stock of American Exploration are validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities.  No further approval or authorization of any stockholder or American Exploration’ board of directors is required for the issuance of the American Exploration Shares.  There are no stockholders agreements, voting agreements or other similar agreements with respect to American Exploration’ capital stock to which American Exploration is a party or, to the Knowledge of American Exploration, between or among any of American Exploration’ stockholders. “Common Stock Equivalents” means any securities of American Exploration which would entitle the holder thereof to acquire at any time American Exploration’ common stock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive American Exploration’ common stock.

4.7     SEC Reports; Financial Statements.  American Exploration has filed all reports, schedules, forms, statements and other documents required to be filed by American Exploration under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the period from inception through the quarter ended September 30, 2012 (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension.  To the Knowledge of American Exploration, as of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.  The financial statements of American Exploration included in the SEC Reports (“Financial Statements”) comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing.  Such financial statements have been prepared in accordance with GAAP, except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of American Exploration as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.  Schedule 4.7 sets forth the liabilities of American Exploration as of the date of this Agreement.

4.8     Material Changes. Since the date of the latest Financial Statement: (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) American Exploration has not incurred any liabilities (contingent or otherwise), (iii) American Exploration has not altered its method of accounting, (iv) American Exploration has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, and (v) American Exploration has not issued any equity securities.  American Exploration does not have pending before the Commission or FINRA any request for confidential treatment of information.  Except for the issuance of the American Exploration Shares contemplated by this Agreement, no event, liability or development has occurred or exists with respect to American Exploration or its business, properties, operations or financial condition, that would be required to be disclosed by American Exploration under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least one (1) Trading Day prior to the date that this representation is made.

4.9      Litigation.  There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the Knowledge of American Exploration, threatened against or affecting American Exploration or any of its properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “Action”).  Neither American Exploration nor any current director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty.  There has not been, and to the Knowledge of American Exploration, there is not pending or contemplated, any investigation by the Commission involving American Exploration or any current director or officer of American Exploration.  The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by American Exploration under the Securities Act.

4.10    Labor Relations.  No labor dispute exists or, to the Knowledge of American Exploration, is imminent with respect to any of the employees of American Exploration which could reasonably be expected to result in a Material Adverse Effect.  None of American Exploration’s employees is a member of a union that relates to such employee’s relationship with American Exploration, and American Exploration is not a party to a collective bargaining agreement, and American Exploration believes that its relationships with their employees are good.  No officer, to the Knowledge of American Exploration, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other Contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject American Exploration to any liability with respect to any of the foregoing matters.  American Exploration is in compliance with all U.S. federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours.

4.11    Compliance.  To its Knowledge, American Exploration: (i) is not in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by American Exploration under), nor has American Exploration received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), (ii) is not in violation of any order of any court, arbitrator or governmental body, or (iii) is or has been in violation of any statute, rule or regulation of any governmental authority, including without limitation all foreign, federal, state and local laws applicable to its business and all such laws that affect the environment, except in each case as could not have or reasonably be expected to result in a Material Adverse Effect.

4.12   Regulatory Permits.  Except for required filings with the State of Nevada as referenced in Section 4.1 above, American Exploration possesses all certificates, authorizations and permits issued by the appropriate federal, state, local or foreign regulatory authorities necessary to conduct its business, except where the failure to possess such permits could not reasonably be expected to result in a Material Adverse Effect (“Material Permits”), and American Exploration has not received any notice of proceedings relating to the revocation or modification of any Material Permit.

4.13   Patents and Trademarks.  American Exploration has, or has rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights as described in the SEC Reports as necessary or material for use in connection with their business and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”).  American Exploration has not received a notice (written or otherwise) that any of the Intellectual Property Rights used by American Exploration violates or infringes upon the rights of any Person.  To the Knowledge of American Exploration, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights.  American Exploration has taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

4.14   Transactions with Affiliates and Employees.  Except as set forth in the SEC Reports, none of the officers or directors of American Exploration and, to the Knowledge of American Exploration, none of the employees of American Exploration is presently a party to any transaction with American Exploration (other than for services as employees, officers and directors), including any Contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the Knowledge of American Exploration, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner, in each case in excess of $120,000, other than for: (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of American Exploration and (iii) other employee benefits.

4.15   Sarbanes-Oxley; Internal Accounting Controls.  American Exploration is in material compliance with all provisions of the Sarbanes-Oxley Act of 2002 which are applicable to it as of the Closing Date.  American Exploration maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.  American Exploration has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for American Exploration and designed such disclosure controls and procedures to ensure that information required to be disclosed by American Exploration in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms.  American Exploration’s certifying officer has evaluated the effectiveness of American Exploration’s disclosure controls and procedures as of the end of the period covered by American Exploration’s most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”).  American Exploration presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officer about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date.  Since the Evaluation Date, there have been no changes in American Exploration’s internal control over financial reporting (as such term is defined in the Exchange Act) that has materially affected, or is reasonably likely to materially affect, American Exploration’s internal control over financial reporting.

4.16    Issuance of American Exploration Shares. Assuming the accuracy of the Spotlight Innovation Members’ representations and warranties set forth in Section 3, no registration under the Securities Act is required for the offer and issuance of the American Exploration Shares by American Exploration to the Spotlight Innovation Members as contemplated hereby. The issuance of the American Exploration Shares hereunder does not contravene the rules and regulations of the applicable Trading Market.

4.17    Investment Company. American Exploration is not, and is not an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

4.18   Listing and Maintenance Requirements.  American Exploration’s common stock is currently quoted on FINRA’s Over-the-Counter Bulletin Board Quotation Service (“OTC Bulletin Board”) and American Exploration has not, in the 12 months preceding the date hereof, received any notice from the OTC Bulletin Board or FINRA or any trading market on which American Exploration’s common stock is or has been listed or quoted to the effect that American Exploration is not in compliance with the quoting, listing or maintenance requirements of the OTCBB or such other trading market.  American Exploration is, and has no reason to believe that it will not, in the foreseeable future continue to be, in compliance with all such quoting, listing and maintenance requirements.

4.19   Application of Takeover Protections.  American Exploration has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under American Exploration’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Spotlight Innovation Members as a result of the Spotlight Innovation Members and American Exploration fulfilling their obligations or exercising their rights under this Agreement, including without limitation as a result of American Exploration’s issuance of the American Exploration Shares and the Spotlight Innovation Members’ ownership of the American Exploration Shares.

4.20   Tax Status. Except for the filing of 2011 and 2012 State and Federal tax returns, American Exploration has filed all necessary Tax Returns and has paid or accrued all Taxes shown as due thereon, and American Exploration has no tax deficiency which has been asserted or threatened against American Exploration.

4.21   Foreign Corrupt Practices. Neither American Exploration, nor to the Knowledge of American Exploration, any agent or other person acting on behalf of American Exploration, has: (i) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds, (iii) failed to disclose fully any contribution made by American Exploration (or made by any person acting on its behalf of which American Exploration is aware) which is in violation of law or (iv) violated in any material respect any provision of the Foreign Corrupt Practices Act of 1977, as amended.

4.22   No Disagreements with Accountants, Auditors and Lawyers. There are no disagreements of any kind, including but not limited to any disagreements regarding fees owed for services rendered, presently existing, or reasonably anticipated by American Exploration to arise, between American Exploration and the accountants, auditors and lawyers formerly or presently employed by American Exploration, and American Exploration is current with respect to any fees owed to its accountants and lawyers.  Schedule 4.22 sets forth the contact information for American Exploration’s current Accountants, Auditors and Lawyers.

4.23    Regulation M Compliance. American Exploration has not, and to the Knowledge of American Exploration no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of American Exploration to facilitate the sale or resale of any of the American Exploration Shares, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the securities of American Exploration, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of American Exploration.

4.24    Money Laundering Laws. The operations of American Exploration are and have been conducted at all times in compliance with the money laundering statutes of applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any applicable governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving American Exploration with respect to the Money Laundering Laws is pending or, to the best Knowledge of the American Exploration, threatened.

4.25        Minute Books. The minute books of American Exploration made available to Spotlight Innovation and the Spotlight Innovation Members contain a complete summary of all meetings and written consents in lieu of meetings of directors and stockholders since the time of incorporation.

4.26        Employee Benefits. American Exploration has never had any plans which are subject to ERISA.

4.27   Business Records and Due Diligence.  Prior to the Closing, American Exploration has delivered (or will deliver) to Spotlight Innovation all records and documents relating to American Exploration, which American Exploration and possesses, including, without limitation, books, records, government filings, Tax Returns, Charter Documents, corporate records, stock records, consent decrees, orders, and correspondence, director and stockholder minutes, resolutions and written consents, stock ownership records, financial information and records, and other documents used in or associated with American Exploration and American Exploration Subsidiaries.

4.28    Contracts. Except as set forth on Schedule 4.28, American Exploration is not a party to any Contracts.

4.29    No Undisclosed Liabilities.  Except as otherwise disclosed in American Exploration’ Financial Statements or incurred in the ordinary course of business after the fiscal year ended December 31, 2011, and quarterly reports since such date, American Exploration has no other undisclosed liabilities whatsoever, either direct or indirect, matured or unmatured, accrued, absolute, contingent or otherwise.  American Exploration represents that at the date of Closing, American Exploration shall have no liabilities or obligations whatsoever, either direct or indirect, matured or unmatured, accrued, absolute, contingent or otherwise.

4.30    No SEC or FINRA Inquiries. To the Knowledge of American Exploration, neither American Exploration nor any of its officers or directors is, or has ever been, the subject of any formal or informal inquiry or investigation by the SEC or FINRA.

4.31        Disclosure. The representations and warranties and statements of fact made by American Exploration in this Agreement are, as applicable, accurate, correct and complete and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements and information contained herein not false or misleading.

4.32        DTC Status. American Exploration’s transfer agent (as listed on Schedule 4.32) is a participant in and the American Exploration Common Stock is eligible for transfer pursuant to the Depository Trust Company Automated Securities Transfer Program.

4.33         Shell Status. American Exploration is not now and has never been a Shell Company as defined in Rule 12b-2 of the Exchange Act.

6.7           Public Disclosure. Except to the extent previously disclosed or to the extent the parties believe that they are required by applicable law or regulation to make disclosure, prior to Closing, no party shall issue any statement or communication to the public regarding the transaction contemplated herein without the consent of the other party, which consent shall not be unreasonably withheld. To the extent a party hereto believes it is required by law or regulation to make disclosure regarding the Transaction, it shall, if possible, immediately notify the other party prior to such disclosure.

6.8           Assistance with Post-Closing Reports and Inquiries. Upon the reasonable request of Spotlight Innovation, after the Closing Date, each American Exploration Stockholder shall use its, his or her reasonable best efforts to provide such information available to it, including information, filings, reports, financial statements or other circumstances of American Exploration occurring, reported or filed prior to the Closing, as may be necessary or required by American Exploration for the preparation of the post-Closing Date reports that American Exploration is required to file.

7.2           Conditions to Obligations of Spotlight Innovation and the Spotlight Innovation Members. The obligations of Spotlight Innovation and the Spotlight Innovation Members under this Agreement shall be subject to each of the following conditions:

(a)           Closing Deliveries. At the Closing, American Exploration shall have delivered or caused to be delivered to Spotlight Innovation and the Spotlight Innovation Members the following:

(xi)          evidence that all actions set forth on Schedule 7.1 have been completed.

(b)          Reverse Split.  American Exploration shall have completed a 100:1 reverse stock split of its common stock;

(c)           Name Change.  American Exploration shall have amended its certificate of incorporation to change its name to Spotlight Innovation, Inc.;

(d)          Representations and Warranties to be True. The representations and warranties of American Exploration herein contained shall be true in all material respects at the Closing with the same effect as though made at such time. American Exploration shall have performed in all material respects all obligations and complied in all material respects with all covenants and conditions required by this Agreement to be performed or complied with by them at or prior to the Closing.

(e)           Liabilities. At the Closing, other than those liabilities as set forth on Schedule 4.7, American Exploration shall have no liabilities, debts or payables (contingent or otherwise), no tax obligations, and except as contemplated in this Agreement, no material changes to its business or financial condition shall have occurred since the date of this Agreement. All of the liabilities stated on Schedule 4.7 shall have accompanying pay off letters signed by each of the creditors therein;

(f)           No Adverse Effect. The business and operations of American Exploration will not have suffered any Material Adverse Effect.

(g)          Due Diligence. Spotlight Innovation shall have completed, and be satisfied with its due diligence review of American Exploration.

(h)          Resignations. Existing officers and directors of American Exploration shall have tendered their resignations in writing.

(i)   Taxes. American Exploration shall have filed all required Federal and State Tax returns including those for 2012 and paid any and all taxes due thereunder.

(j)            Shell Status. American Exploration shall not be deemed a Shell Company as defined in Rule 12b-2 of the Exchange Act.