Worthington Energy, Inc. Sample Contracts

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 17th, 2013 • Worthington Energy, Inc. • Crude petroleum & natural gas • New York

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 26, 2012, by and between WORTHINGTON ENERGY, INC., a NEVADA corporation, with headquarters located at 220 MONTGOMERY STREET #1094, SAN FRANCISCO, CA 94104 (the “Company”), and HANOVER HOLDINGS I, LLC, a New York corporation, with its address at 5 Hanover Square, New York, New York 10004 (the “Buyer”).

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Paxton Energy Inc • August 1st, 2006
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 18th, 2015 • Worthington Energy, Inc. • Crude petroleum & natural gas • New York

This SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of January 8, 2015, by and between Worthington Energy, Inc., a Nevada corporation, with headquarters located at 145 Corte Madera Town Center #138, Corte Madera, CA 94925 (the "Company"), and LG CAPITAL FUNDING, LLC, a New York limited liability company, with its address at 1218 Union Street, Suite #2, Brooklyn, NY 11225 (the "Buyer").

COMMON STOCK PURCHASE WARRANT PAXTON ENERGY, INC.
Paxton Energy Inc • May 9th, 2011 • Crude petroleum & natural gas

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Paxton Energy, Inc., a Nevada corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

ARTICLE I PURPOSE OF THE AGREEMENT
Agreement • August 1st, 2006 • Paxton Energy Inc • Texas
SETTLEMENT AGREEMENT AND STIPULATION
Settlement Agreement and Stipulation • September 10th, 2014 • Worthington Energy, Inc. • Crude petroleum & natural gas • Florida

THIS SETTLEMENT AGREEMENT and STIPULATION dated as of April 24 2014 by and between Worthington Energy, Inc. (“Worthington” or the “Company”'), a corporation formed under the laws of the State of Nevada, and IBC Funds, LLC ("IBC"), a Nevada Limited Liability Company.

WORTHINGTON ENERGY, INC. a Nevada corporation COMMON STOCK PURCHASE WARRANT
Worthington Energy, Inc. • April 27th, 2012 • Crude petroleum & natural gas

This is to certify that, for value received, What Happened (the “Holder”), whose current address is One Market Street, 34th Floor, San Francisco, CA 94105, upon due exercise of this Warrant, is entitled to purchase from WORTHINGTON ENERGY, INC., a Nevada corporation (the “Company”), all or any part of ONE HUNDRED THOUSAND (100,000) shares (“Warrant Shares”) of fully paid and non-assessable Common Stock, $0.001 par value, of the Company (“Common Stock”), at the purchase price per share of Fifteen Cents ($0.15) (the exercise price in effect being herein called the “Warrant Price”) at any time prior to 5:00 p.m. Pacific Standard Time on December 31, 2016 (the “Expiration Date”), all subject to the terms, conditions and adjustments as provided in this Warrant.

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”).

PAXTON ENERGY, INC. SECURITY AGREEMENT
Security Agreement • November 19th, 2008 • Paxton Energy Inc • Crude petroleum & natural gas • California

This Security Agreement (the “Agreement”) is made and entered into as of September 3, 2008, by and between Paxton Energy, Inc., a Nevada corporation (the “Debtor”), in favor of each of the secured parties listed on Exhibit A attached to this Agreement (each a “Secured Party” and together the “Secured Parties”).

PAXTON ENERGY, INC. SUBSCRIPTION AGREEMENT
Subscription Agreement • January 11th, 2012 • Paxton Energy Inc • Crude petroleum & natural gas

THIS SUBSCRIPTION AGREEMENT is made as of this 19th day of December, 2011 between Paxton Energy, Inc., a Nevada corporation with its principal office located at 295 Highway 50, Suite 2, Lake Village Professional Building, Stateline, NV 89449 (Mailing Address: P.O. Box 1148 Zephyr Cove, NV89448-1148) (the “Company”), and the undersigned (the “Subscriber”).

EMPLOYMENT AGREEMENT James E. Burden
Employment Agreement • August 23rd, 2010 • Paxton Energy Inc • Crude petroleum & natural gas

THIS EMPLOYMENT AGREEMENT ("Agreement") is made to be effective as of the 1st day of April, 2010 (“Starting Date”) between PAXTON ENERGY, INC., a Nevada corporation (“Paxton”), and JAMES E. BURDEN (“Employee”).

SUBSCRIPTION AGREEMENT
Subscription Agreement • May 9th, 2011 • Paxton Energy Inc • Crude petroleum & natural gas • New York

SUBSCRIPTION AGREEMENT (this “Agreement”) dated as of ___________, 2011, and made as of the date set forth on the Signature Page hereof between Paxton Energy , Inc. a Nevada corporation (“Company”) and the undersigned, as identified on the “Signature Page” (the “Subscriber”).

WORTHINGTON ENERGY, INC. COMMON STOCK AND WARRANT PURCHASE AGREEMENT
Common Stock and Warrant Purchase Agreement • March 19th, 2013 • Worthington Energy, Inc. • Crude petroleum & natural gas • Nevada

This Common Stock and Warrant Unit Purchase Agreement (the "Agreement") is made as of February 25, among Worthington Energy, Inc., a Nevada corporation (the "Company") and Alan Kau (the "Investor").

SETTLEMENT AGREEMENT AND STIPULATION
Settlement Agreement and Stipulation • September 10th, 2014 • Worthington Energy, Inc. • Crude petroleum & natural gas • Florida

THIS SETTLEMENT AGREEMENT and Stipulation dated as of April 3, 2014 by and between plaintiff Tarpon Bay Partners LLC (“TARPON”), and defendant Worthington Energy, Inc. (“COMPANY”).

EMPLOYMENT AGREEMENT Robert Fulton (Tony) Smith, Jr.
Employment Agreement • July 1st, 2011 • Paxton Energy Inc • Crude petroleum & natural gas

THIS EMPLOYMENT AGREEMENT ("Agreement") is made to be effective as of the 15th day of June, 2011 (“Starting Date”) between PAXTON ENERGY, INC., a Nevada corporation (“Paxton”), and ROBERT FULTON (TONY) SMITH, JR. (“Employee”).

277,500 Bridge Loan Note
Worthington Energy, Inc. • April 16th, 2012 • Crude petroleum & natural gas • Texas

FOR VALUE RECEIVED, Worthington Energy, Inc., a Nevada corporation (“Maker”) hereby promises to pay to the order of Sanjay Kapoor and/or his assignees (“Holder”), in lawful money of the United States of America, the principal amount of Two Hundred Seventy-Seven Thousand Five Hundred Dollars & No Cents ($277,500.00) (the “Principal Amount”) upon the terms set forth in this note (this “Note”).

ASSIGNMENT AND BILL OF SALE
Assignment and Bill of Sale • November 19th, 2008 • Paxton Energy Inc • Crude petroleum & natural gas

THIS ASSIGNMENT AND BILL OF SALE (“Assignment”) executed by Bayshore Exploration L.L.C., a Texas Limited Liability Company (“Assignor”), whose address is 1949 Clens Rd., Bellville, Austin County, Texas 77418, to Entheos Technologies, a Nevada corporation, whose address is Suite 216, 1628 West 1st Ave, Vancouver, BC, Canada (“Assignee”), dated effective 12:01 a.m. on September 1, 2008 (said hour and day being hereinafter called the “Effective Time”).

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AGREEMENT TO FORM LLC TO ACQUIRE OIL & GAS LEASES, WELLS, WORKING INTERESTS AND EQUIPMENT Quita Wells Brown County, Texas
Agreement • April 1st, 2011 • Paxton Energy Inc • Crude petroleum & natural gas • Texas

This Agreement is effective as of January 4, 2011 (the “Effective Date”) by and between Paxton Energy, Inc., a Nevada corporation (“Paxton”), whose principal office is located at 295 Highway 50, Suite 2, Lake Village Professional Building, Stateline, NV 89449 (Mailing Address: P.O. Box 1148 Zephyr Cove, NV89448-1148) and Lighthouse Petroleum, Inc., a Delaware corporation (“Lighthouse”), whose business address is 14683 Midway Road, Suite 204, Addison, TX 75001.

PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • April 27th, 2012 • Worthington Energy, Inc. • Crude petroleum & natural gas • Texas

This Purchase and Sale Agreement (this “Agreement”), dated as of April 26, 2012 (the “Effective Date”), by and between D Bar Leasing Inc, a Texas Corporation, with its principal place of business at 6710 E. I-20, Abilene, Texas 79601, as seller (“Seller”), and Worthington Energy, Inc., a Nevada corporation, with its principal place of business at 220 Montgomery Street, No.1094, San Francisco, California 94104 (“Purchaser”):

PAXTON ENERGY, INC. LOGO] June 13, 2006 Bayshore Exploration LLC 20501 Katy Freeway, Suite 216 Katy, Texas 77450 via facsimile 281.647.9448 RE: Lease Acquisition Agreement Dated March 16, 2006 Dear Jamin, Pursuant to the Lease acquisition agreement...
Paxton Energy Inc • August 1st, 2006

Pursuant to the Lease acquisition agreement dated March 16, 2006 where by Paxton Energy Inc. entered into an agreement with Bayshore exploration to jointly lease five tracts of lands, consisting of five sections of land totalling more or less 3,200 acres. It is understood by both parties that not all tracts are under lease at this time. Paxton Energy Inc. elects under paragraph 5, of the fore mentioned agreement to increase it leasehold working interest in the subject acreage to seventy - five percent on the same cost, terms and conditions as provided in that agreement dated March 16, 2006.

Bayshore Exploration L.L.C. 20501 Katy Freeway, Suite 216
Farmout Agreement • March 19th, 2007 • Paxton Energy Inc • Crude petroleum & natural gas • Texas

This Farmout Agreement is entered into on this 29th day of December, 2006, by and between Bayshore Exploration L.L.C. (“Bayshore”), as Farmor, and Paxton Energy, Inc. (“Paxton”), as Farmee, pertaining to the Fiedler No. 1 Well located on the Storey Ranch Prospect in La Salle County, Texas. The parties hereto agree to the following terms and conditions:

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".

BOARD OF DIRECTORS AGREEMENT Paxton Energy, Inc.
Board of Directors • August 23rd, 2010 • Paxton Energy Inc • Crude petroleum & natural gas

THIS AGREEMENT ("Agreement") is made to be effective as of the 1st day of April, 2010 (the “Effective Date”) between Paxton Energy, Inc., a Nevada corporation (“Company”), and Clifford Henry (“Director”).

FIRST ADDENDUM TO ASSET SALE AGREEMENT a Nevada corporation Montecito Offshore, LLC
Asset Sale Agreement • April 11th, 2011 • Paxton Energy Inc • Crude petroleum & natural gas

This First Addendum to Asset Sale Agreement (the “Addendum”) is executed to be effective as of April ___, 2011 by and between Paxton Energy, Inc. a Nevada corporation (“Buyer”), whose principal office is located at 295 Highway 50, Suite 2, Lake Village Professional Building, Stateline, NV 89449 (Mailing Address: P.O. Box 1148 Zephyr Cove, NV89448-1148) and Montecito Offshore, L.L.C., a Louisiana limited liability company (“Seller”), whose mailing address is 909 Poydras Street, Ste 2200, New Orleans, LA 70112.

Agreement for Change of Control And Recapitalization Of Paxton Energy, Inc.
Paxton Energy Inc • April 15th, 2010 • Crude petroleum & natural gas • Nevada

This Agreement (the “Agreement”) is entered into effective March 17, 2010 by and among Charles Volk (‘Volk”), Paxton Energy, Inc., a Nevada corporation (“Paxton”), Robert Freiheit (“Freiheit”) and Tom Manz (“Manz”).

PARTICIPATION AGREEMENT
Participation Agreement • December 21st, 2006 • Paxton Energy Inc • Crude petroleum & natural gas
CONSULTING SERVICES AGREEMENT AMENDED
Consulting Services Agreement • November 19th, 2007 • Paxton Energy Inc • Crude petroleum & natural gas • Nevada

PAXTON ENERGY, INC., a Nevada Corporation with an address for notice and delivery at 2533 North Carson Street, Suite 6235 Carson City, NV 89706

Bayshore Exploration L.L.C. 20501 Katy Freeway, Suite 216 Katy, Texas 77450 Phone (281) 646-1919 Fax (281) 647-9448 bayshoreexpl@sbcglobal.net
Paxton Energy Inc • December 21st, 2006 • Crude petroleum & natural gas

This letter is written to evidence the agreement between Bayshore Exploration L.L.C. (“Bayshore”) and Paxton Energy, Inc., (“Paxton”) pertaining to the acquisition and development of certain oil and gas leases and oil and gas lease options located in La Salle County, Texas.

CONSULTING AGREEMENT
Consulting Agreement • March 19th, 2013 • Worthington Energy, Inc. • Crude petroleum & natural gas • California

David E. T. Pinkman, an individual resident in the City of Calgary in the Province of Alberta (hereinafter called the “Consultant”)

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