0001096906-12-002915 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 19th, 2012 • Worthington Energy, Inc. • Crude petroleum & natural gas • New York

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of September 13, 2012, by and between WORTHINGTON ENERGY, INC. f/k/a PAXTON ENERGY, INC., a Nevada corporation, with headquarters located at 220 Montgomery Street - Suite 1094, San Francisco, CA 94104 (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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WORTHINGTON ENERGY, INC. NOTE AND WARRANT PURCHASE AGREEMENT
Note and Warrant Purchase Agreement • November 19th, 2012 • Worthington Energy, Inc. • Crude petroleum & natural gas • Nevada

This Note and Warrant Purchase Agreement (the "Agreement") is made as of October 8, 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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