0001096906-12-002147 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 20th, 2012 • Worthington Energy, Inc. • Crude petroleum & natural gas • New York

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 7, 2012, by and between WORTHINGTON ENERGY, INC. f/k/a PAXTON ENERGY, INC., a Nevada corporation, with headquarters located at 295 Highway 50, Suite 2, Lake Village Professional Building, Stateline, NV 89449 (the “Company”), and ASHER ENTERPRISES, INC., a Delaware corporation, with its address at 1 Linden Place, Suite 207, Great Neck, NY 11021 (the “Buyer”).

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COMMITTED EQUITY FACILITY AGREEMENT
Committed Equity Facility Agreement • August 20th, 2012 • Worthington Energy, Inc. • Crude petroleum & natural gas • New Jersey

COMMITTED EQUITY FACILITY AGREEMENT (this “Agreement”), dated as of June 22, 2012, by and among Worthington Energy, Inc., a Nevada corporation, with headquarters located at 295 Highway 50, Suite 2, Lake Village Professional Building, Stateline, Nevada 89449 (the “Company”), and the purchaser set forth on the signature pages hereto (the “Investor”).

WORTHINGTON ENERGY, INC. NOTE AND WARRANT PURCHASE AGREEMENT
Note and Warrant Purchase Agreement • August 20th, 2012 • Worthington Energy, Inc. • Crude petroleum & natural gas • Nevada

This Note and Warrant Purchase Agreement (the "Agreement") is made as of ____________, 2012 among Worthington Energy, Inc., a Nevada corporation (the "Company"), with its principal office at 220 Montgomery Street #1094, San Francisco, CA 94104, and the individual or entity whose signature appears on the last page of this Agreement "Investor".

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