0001096906-12-001244 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 9th, 2012 • Worthington Energy, Inc. • Crude petroleum & natural gas • New York

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 27, 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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PAYROLL DATA CHANGE ADDITIONAL TERMS
Worthington Energy, Inc. • May 9th, 2012 • Crude petroleum & natural gas

The parties below agree that the Employment Agreement dated April 1, 2010 between Employee and Worthington Energy, Inc., formerly known as Paxton Energy, Inc., is amended as follows:

SECURED CONTINUING PERSONAL GUARANTY
Secured Continuing Personal Guaranty • May 9th, 2012 • Worthington Energy, Inc. • Crude petroleum & natural gas • California

This Secured Continuing Personal Guaranty (“Guaranty”) is entered into as of April 30, 2012, by Charles F. Volk, Jr., Anthony Mason, and Samuel J. Butero (individually each a “Guarantor”), in favor of La Jolla Cove Investors, Inc. (“LJCI”), with reference to the following:

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