FIRST AMENDMENT TO PAXTON ENERGY, INC. SUBSCRIPTION AGREEMENT John T. Reed

Exhibit 10.05

FIRST AMENDMENT TO

XXXXXX ENERGY, INC.

SUBSCRIPTION AGREEMENT

Xxxx X. Xxxx

THIS FIRST AMENDMENT TO SUBSCRIPTION AGREEMENT is made as of the 23rd day of December, 2011 between Xxxxxx Energy, Inc., a Nevada corporation with its principal office located at 000 Xxxxxxx 00, Xxxxx 0, Xxxx Xxxxxxx Professional Building, Stateline, NV 89449 (Mailing Address: X.X. Xxx 0000 Xxxxxx Xxxx, XX00000-0000) (the “Company”), and Xxxx X. Xxxx, whose address is 000 Xxx Xxxxxx Xxxx, Xxxxxxxx, XX 00000-0000 (the “Subscriber”).

Subscriber wishes to increase the amount of his subscription under the Subscription Agreement made as of December 19, 2011 (“the Subscription Agreement”); thus the parties hereby amend the Subscription Agreement so the initial paragraph reads as follows:

Subscriber hereby subscribes for and agrees to purchase from the Company an unregistered (restricted) Convertible Unsecured Note in the amount of $12,000.00 along with a Common Stock Purchase Warrant (together, the “Securities”) on the terms set forth in the form of the Convertible Unsecured Note and Common Stock Purchase Warrant provided to Subscriber. Funds in such amount will be wired to the Company per instructions to be provided or will be represented by a check delivered to the Company.

The reference on page 2 to the Amount of Investment shall be changed to $12,000.00.

All other provisions including the Accredited Investor Questionnaire remain in effect and are confirmed.

Subscriber:

   /s/ Xxxx X Xxxx

Xxxx X. Xxxx

This First Amendment to Subscription Agreement is agreed to and accepted as of December 23, 2011.

XXXXXX ENERGY, INC.

By: /s/ XXXXX X. XXXXXX

Name: Xxxxx X Xxxxxx

Title:  EVP & Sec’ty