8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (date of earliest event reported):  December 1, 2011

WORTHINGTON ENERGY, INC.

(Exact name of registrant as specified in its charter)

Nevada	0-52590	20-1399613
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

295 Highway 50, Suite 2, Lake Village Professional Building, Stateline, NV 89449

Mailing Address:  P.O. Box 1148, Zephyr Cove, NV 89448-1148

(Address of principal executive offices)

Registrant’s telephone number, including area code: (775) 588-5390

Copy of correspondence to:

Richard A. Friedman, Esq.

James M. Turner, Esq.

Sichenzia Ross Friedman Ference LLP

61 Broadway, 32nd Floor

New York, New York 10006

Tel:  (212) 930-9700   Fax:  (212) 930-9725

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

What Happened Financing

On December 1, 2011, Worthington Energy, Inc., the (“Company”) entered into a Subscription Agreement with What Happened LLC, an accredited investor (“WH LLC”), providing for the sale by the Company to WH LLC of (i) an 8% convertible debenture in the principal amount of $10,000 (the “WH Debenture”) and (ii) a common stock purchase warrant to purchase 100,000 shares of the Company’s common stock (“Common Stock”) (the “WH Warrant”).

The WH Debenture matures on August 1, 2012 (the “WH Maturity Date”) and bears interest at the annual rate of 8%.  The Company is not required to make any payments until the WH Maturity Date. WH LLC is permitted to convert the outstanding principal and accrued interest on the WH Debenture into Common Stock at a conversion price per share equal to fifty percent (50%) of the average of the three (3) lowest closing bid prices of the Common Stock during the 10 trading days immediately preceding the conversion date.

The WH Warrant has an exercise price of $0.15 per share of Common Stock and will be exercisable until December 31, 2016.  The WH Warrant can be exercised on a cashless basis.

WH LLC agreed to restrict its ability to convert the WH Debenture and receive shares of the Company’s Common Stock such that the number of shares of Common Stock held by WH LLC in the aggregate and its affiliates after such conversion or exercise does not exceed 4.99% of the then issued and outstanding shares of the Company’s Common Stock.

Debenture and Warrant Financing

Between January 18, 2012 and February 8, 2012, the Company entered into a subscription agreement with Chad Lamberson, Halley Lamberson, Hemanjini Parikh and Marhsall Berol, each an accredited investor (the “Investors”), providing for the sale by the Company of 8% convertible debentures in the aggregate principal amount of $70,000 (the “Debentures”) and common stock purchase warrants to purchase an aggregate of 700,000 shares of Common Stock (the “Warrants”).

The Debentures matures between October 1, 2012 and November 1, 2012 (the “Maturity Date”) and bears interest at the annual rate of 8%.  The Company is not required to make any payments until the Maturity Date.  The Investors are permitted to convert the outstanding principal and accrued interest on the Debentures into Common Stock at a conversion price per share equal to fifty percent (50%) of the average of the three (3) lowest closing bid prices of the Common Stock during the 10 trading days immediately preceding the conversion date.

The Warrants have an exercise price of $0.15 per share of Common Stock and will be exercisable until December 31, 2016.  The Warrants can be exercised on a cashless basis.

The Investors have agreed to restrict their ability to convert the Debentures and receive shares of the Company’s Common Stock such that the number of shares of Common Stock held by each investor in the aggregate and their affiliates after such conversion or exercise does not exceed 4.99% of the then issued and outstanding shares of the Company’s Common Stock.

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Black Cat Purchase and Sale Amendment

On March 5, 2012, the Company entered into a First Amendment to Purchase and Sale Agreement (the “Amendment”) with Black Cat Exploration & Production LLC (“Black Cat”), which amended the Purchase and Sale Agreement for Oil & Gas Properties and Related Assets entered into between the Company and Black Cat on November 14, 2011 (the “Agreement”).  Pursuant to the terms of the Agreement, Black Cat agreed to sell the Company all rights, title and interest that Black Cat owns in certain wells in the Gulf of Mexico (the “Assets”) in exchange for $250,000, a promissory note in the amount of $1,000,000, payable in four monthly installments of $250,000 after closing, and the issuance of 45 million shares of the Company’s common stock.

Pursuant to the Amendment, the payment terms were amended to $175,000, a junior promissory note in the amount of $1,075,000, of which $100,000 is due on May 31, 2012 and the balance payable at the later of (i) 90 days from the date of closing, or (ii) 30 days after production commences from the Mustang Island Well, and the issuance of 45 million shares of the Company’s common stock.  The Company was required to deposit $250,000 into an escrow account upon execution of the Amendment.

Further, the Amendment eliminates the closing date of December 15, 2011 and changes it to the agreement of the Company and Black Cat. In addition, pursuant to the Amendment, the requirement of the Company to enter into an employment agreement with Anthony Mason to serve as President and Chief Executive Officer and to appoint Mr. Mason to the Company’s Board of Directors was deleted and replaced with a covenant to recommend the same to the Board of Directors within 30 days after closing. At closing, the Company will enter into a consulting agreement with Mr. Mason.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Please refer to Item 1.01 - “Entry into a Material Definitive Agreement” - “What Happened Financing” and “Debenture and Warrant Financing” above, which description is in its entirety incorporated by reference to this Item 2.03 of this report.

Item 3.02 Unregistered Sales of Equity Securities.

Please refer to Item 1.01 - “Entry into a Material Definitive Agreement” - “What Happened Financing” and “Debenture and Warrant Financing” above, which description is in its entirety incorporated by reference to this Item 3.02 of this report.

Stock Issuances

On February 9, 2012, we issued 155,280 shares of common stock to GEL Properties, Inc. upon the conversion of $5,000 of an outstanding convertible promissory note.  The securities were issued in a transaction pursuant to Regulation D under the Securities Act of 1933, as amended.

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On February 21, 2012, we issued 396,825 shares of common stock to Asher Enterprises, Inc. upon the conversion of $10,000 of an outstanding convertible promissory note.  The securities were issued in a transaction pursuant to Regulation D under the Securities Act of 1933, as amended.

On February 28, 2012, we issued 819,627 shares of common stock to Asher Enterprises, Inc. upon the conversion of $15,000 of an outstanding convertible promissory note.  The securities were issued in a transaction pursuant to Regulation D under the Securities Act of 1933, as amended.

On March 1, 2012, we issued 102,041 shares of common stock to GEL Properties, Inc. upon the conversion of $2,500 of an outstanding convertible promissory note.  The securities were issued in a transaction pursuant to Regulation D under the Securities Act of 1933, as amended.

On March 2, 2012, we issued 92,166 shares of common stock to GEL Properties, Inc. upon the conversion of $2,000 of an outstanding convertible promissory note.  The securities were issued in a transaction pursuant to Regulation D under the Securities Act of 1933, as amended.

On March 5, 2012, we issued 184,332 shares of common stock to GEL Properties, Inc. upon the conversion of $4,000 of an outstanding convertible promissory note.  The securities were issued in a transaction pursuant to Regulation D under the Securities Act of 1933, as amended.

On March 5, 2012, we issued 730,994 shares of common stock to Asher Enterprises, Inc. upon the conversion of $12,500 of an outstanding convertible promissory note.  The securities were issued in a transaction pursuant to Regulation D under the Securities Act of 1933, as amended.

On March 6, 2012, we issued 50,691 shares of common stock to GEL Properties, Inc. upon the conversion of $1,100 of an outstanding convertible promissory note.  The securities were issued in a transaction pursuant to Regulation D under the Securities Act of 1933, as amended.

On March 7, 2012, we issued 69,124 shares of common stock to GEL Properties, Inc. upon the conversion of $1,500 of an outstanding convertible promissory note.  The securities were issued in a transaction pursuant to Regulation D under the Securities Act of 1933, as amended.

On March 9, 2012, we issued 857,988 shares of common stock to Asher Enterprises, Inc. upon the conversion of $12,500 of an outstanding convertible promissory note and $2,000 of accrued interest.  The securities were issued in a transaction pursuant to Regulation D under the Securities Act of 1933, as amended.

On March 9, 2012, we issued 61,224 shares of common stock to GEL Properties, Inc. upon the conversion of $1,500 of an outstanding convertible promissory note.  The securities were issued in a transaction pursuant to Regulation D under the Securities Act of 1933, as amended.

As of March 12, 2012, the Company had 68,362,770 shares of common stock issued and outstanding.

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ITEM 9.01                      Financial Statements and Exhibits.

(d)           Exhibits.

10.01 Form of Subscription Agreement, dated as of December 1, 2011

10.02 Form of Convertible Promissory Note, issued December 1, 2011

10.03 Form of Common Stock Purchase Warrant, issued December 1, 2011

10.04 Form of Subscription Agreement

10.05 Form of Convertible Promissory Note

10.06 Form of Common Stock Purchase Warrant

10.07 First Amendment to Purchase and Sale Agreement, dated as of March 5, 2012 by and between Worthington Energy, Inc. and Black Cat Exploration & Production LLC

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SIGNATURE

Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	WORTHINGTON ENERGY, INC.
Date:  March 14, 2012	By: /s/ CHARLES F. VOLK, JR.
	Charles F. Volk, Jr.
	Chief Executive Officer

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EX-10.01

Exhibit 10.01

PAXTON ENERGY, INC.

SUBSCRIPTION AGREEMENT

THIS SUBSCRIPTION AGREEMENT is made as of this ___day of _________, 2012 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”).

Subscriber hereby subscribes for and agrees to purchase from the Company an unregistered (restricted) Convertible Unsecured Note in the amount of $_________________ (the “Securities”) on the terms set forth in the form of the note 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.

Subscriber acknowledges that the offering of the Securities has not been reviewed by the United States Securities and Exchange Commission (the “SEC”) or any state agency because it is intended to be a nonpublic offering exempt from the registration requirements pursuant to Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506 promulgated thereunder and state securities laws.

Subscriber represents and warrants that Subscriber is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act, as indicated by its responses to the Accredited Investor Questionnaire included at the end of this Subscription Agreement. Subscriber further represents and warrants that the information furnished in the Questionnaire is accurate and complete in all material respects and that Subscriber is able to bear the economic risk of any investment in the Securities.

Subscriber represents that the Securities are being purchased for his, her, or its own account for investment purposes only and not for distribution or resale to others in contravention of the registration requirements of the Securities Act.  The Subscriber agrees that Subscriber will not sell or otherwise transfer the Securities unless they are registered under the Securities Act or unless an exemption from such registration is available.

Subscriber acknowledges receipt, review, and consideration of the Risk Factors involved with this investment as set out in Exhibit A Risk Factors delivered to Subscriber and recognizes that the investment in the Securities involves a high degree of risk in that:  (a) an investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the Securities; (b) transferability of the Securities is limited; and (c) the Company may require substantial additional funds to operate its business.

Subscriber acknowledges that he, she, or it has prior investment experience, including investment in non-listed and non-registered Securities and is familiar with the SEC’s website at www.sec.gov where Subscriber has reviewed or can review detailed information on the Company in the Search for Company Filings section.

This agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement; provided that a facsimile or PDF-formatted signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original, not a facsimile or PDF-formatted signature.

(signature page follows)

Amount of Investment: $_________________[

Signature	Signature (if purchasing jointly)
Name Typed or Printed	Name Typed or Printed
Title (if Subscriber is an Entity)	Title (if Subscriber is an Entity)
Entity Name (if applicable)	Entity Name (if applicable
Address	Address
City, State and Zip Code	City, State and Zip Code
Telephone-Business	Telephone-Business
Telephone-Residence	Telephone-Residence
Facsimile-Business	Facsimile-Business
Facsimile-Residence	Facsimile-Residence
Tax ID # or Social Security #	Tax ID # or Social Security #
Name in which Securities should be issued:

Dated:      __________, 2012

This Subscription Agreement is agreed to and accepted as of ______________, 2012.

PAXTON ENERGY, INC.

By:____________________________________

Name:

Title:

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CONFIDENTIAL

ACCREDITED INVESTOR QUESTIONNAIRE

To:   Paxton Energy, Inc.

Subscriber represents and warrants that Subscriber is an ”accredited investor” by virtue of responding affirmatively to at least one of the questions below (check “yes” below the appropriate items(s):

1.       If Subscriber is a natural person,

A.       Is your net worth (joint­ly with your spouse, if any), in­­cluding homes, home furnishings and automobiles, but excluding the value of your principal residence, in excess of $1,000,000 (valu­ing your assets on the basis of their current fair market value)?

Yes_____        No_____

B.      Was your individual income for both 2009 and 2010 and your anticipated individual income for 2011 in excess of $200,000?

Yes_____        No____

C.      Was your joint income with your spouse for both 2009 and 2010 and your anticipated individual income for 2011, in ex­cess of $300,000?

Yes_____        No_____

D.       Are you a director or executive officer of the Company?

Yes_____        No_____

2.       If Subscriber is a corporation, a limited liability company, a par­tner­ship, an organization described in Section 501(c)(3) of the Internal Revenue Code or a Massa­chusetts or similar business trust not formed for the specific purpose of acquiring the securities offered, are Subscriber’s total assets in ex­­cess of $5,000,000?

Yes_____        No_____

3.       If Subscriber is a trust, (i) does Subscriber have total assets in excess of $5,000,000, (ii) were Subscriber formed for a purpose other than the specific purpose of acquiring the Securities, and (iii) is Subscriber’s purchase of the Securities directed by a person having such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of the proposed transaction.     (If your answer is ”no” to any of parts (i), (ii), or (iii) of this paragraph, answer no below.)

Yes_____        No_____

4.       If Subscriber is an employee benefit plan, within the mean­ing of the Employee Retire­ment Income Security Act of 1974, as amended ("ERISA"), (i) are Subscriber’s in­­vest­ment decisions made by a bank, savings and loan association, insurance com­pany, or registered investment advisor acting as a plan fiduciary or any other type of “plan fiduciary” as such term is defined in Section 3(21) of ERISA, (ii) are the total plan assets in excess of $5,000,000, or (iii) if a self-directed plan, are the investment decisions made sole­ly by persons that are accredited investors?  (If the answer is “yes” to any of parts (i), (ii), or (iii) above, answer yes below.)

Yes_____        No_____

6.       If Subscriber is an entity, are all of the equity owners of the entity accredited in­vestors, that is, can each equity owner answer “yes” to at least one of the ques­tions in Sections (a) through (j) above?

Yes_____      No_____

If this Section 6 is the only section that Subscriber has responded to in the affirmative, Subscriber must identify each equity owner of the entity either below or on a separate sheet if necessary and each equity owner must separately  provide the Company with his or her own fully completed and executed Accredited Investor Questionnaire in order to demonstrate that each is an accredited investor in his or her own capacity.

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Equity Owners:

The foregoing representation and warranty has been made with the understanding that the Company is, and will be, relying upon the truth and accuracy of the representation and warranty herein made in issuing the Securities without having regis­tered them under the Securities Act or any applicable state securities laws, and the undersigned agrees that such representation and warranty shall survive the acquisition of the Securities.

IN WITNESS WHEREOF, the undersigned have executed this Accredited Investor Questionnaire as of the date set forth below, intending to be legally bound hereby.

Individuals sign below:

Signature of Investor	Signature of Joint Investor, if any*
Print Name of Investor	Print Name of Joint Investor, if any*
*If investment is in joint names, both must sign.
Date:
Corporations, limited liability companies, trusts, partnerships, retirement plans or retirement accounts and other entities sign below:
(Print Name of Entity)
By: _______________________________________
(Signature)
(Print Name and Title of Signatory)
Date:

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EX-10.02

Exhibit 10.02

THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS.  THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO PAXTON ENERGY, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

UNSECURED CONVERTIBLE PROMISSORY NOTE

FOR VALUE RECEIVED, Paxton Energy, Inc., a Nevada corporation (the “Borrower”), promises to pay to What Happened LLC, a limited liability company whose current business address is One Market Street, 36th Flr, San Francisco, CA 9105, or its registered assigns or successors in interest (the “Holder”), the sum of Ten Thousand Dollars ($10,000), together with any accrued and unpaid interest hereon, on August 1, 2012 (the “Maturity Date”) if not sooner paid.

Capitalized terms used herein without definition shall have the meanings ascribed to such terms in that certain Subscription Agreement between Borrower and the Holder (as amended, modified or supplemented from time to time, (the “Subscription Agreement”).

The following terms shall apply to this Note:

ARTICLE I

INTEREST

1.      Interest. Interest on the principal will accrue on this Note from the date funds representing this Note were received by Borrower until the Maturity Date, at the rate of eight percent (8%) per annum based on a 360-day year. Interest shall be payable on the Maturity Date.

ARTICLE II

CONVERSION

2.1    Optional Conversion.  Subject to the terms of this Article II, the Holder shall have the right, but not the obligation, at any time until the Maturity Date, or thereafter during an Event of Default and to convert all or any portion of the outstanding Principal Amount and/or accrued interest and fees due and payable into fully paid and nonassessable shares of the Common Stock at the Conversion Price. The shares of Common Stock to be issued upon such conversion are herein referred to as the “Conversion Shares.”  The “Conversion Price” shall equal the Variable Conversion

Price (as defined, subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Company relating to the Company’s securities or the securities of any subsidiary of the Company, combinations, recapitalizations, reclassifications, extraordinary distributions and similar events). The “Variable Conversion Price” shall mean 50% multiplied by the Market Price (as defined herein)(representing a discount rate of 50%). “Market Price” means the average of the lowest three (3) Trading Prices (as defined below) for the Common Stock during the ten (10) trading day period ending one trading day prior to the date the Conversion Notice is sent by the Holder to the Company via facsimile (the “Conversion Date”). “Trading Price” means, for any security as of any date, the closing bid price on the Over-the-Counter Bulletin Board, or applicable trading market (the “OTCBB”).

2.2    Conversion Limitation. Holder shall not have the right to convert any portion of this Note, pursuant to this Section 2 or otherwise, to the extent that after giving effect to such issuance after conversion.  The Holder (together with the Holder’s Affiliates, and any other person or entity acting as a group together with the Holder or any of the Holder’s Affiliates), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of this Section beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. Holder is solely responsible for any schedules required to be filed in accordance therewith. The Borrower shall have no obligation to verify or confirm the accuracy of such filings.  In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Borrower, including this Note, by the Holder or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported.  The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of this Note.  The Holder, upon not less than 61 days’ prior notice to the Borrower, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2.3, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Note held by the Holder and the provisions of this Section 2.3 shall continue to apply. Any such increase or decrease will not be effective until the 61st day after such notice is delivered to the Borrower.

2.3    Mechanics of Holder’s Conversion.  In the event that the Holder elects to convert this Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion in the from attached as Exhibit A (“Notice of Conversion”) to Borrower. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Borrower shall make the appropriate reduction to the Principal Amount, (accrued interest), and fees as entered in its records and shall provide written notice thereof to the Holder.  Each date on which a Notice of Conversion is delivered or electronically transmitted to Borrower in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”).  Pursuant to the terms of the Notice of Conversion, Borrower will issue instructions to the transfer agent accompanied by an opinion of counsel to Borrower of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by physical delivery or crediting the account of the Holder’s designated broker with the Depository Trust Corporation (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system within three (3) business days after receipt by Borrower of the Notice of Conversion (the “Delivery Date”). The Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by Borrower of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of such Common Stock, (unless the Holder provides Borrower written instructions to the contrary.

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2.4    Remedies on Conversion Failure/ Late Payments.

(a)   Borrower understands that a delay in the delivery of the shares of Common Stock in the form required pursuant to this Article beyond the Delivery Date could result in economic loss to the Holder.  As compensation to the Holder for such loss, Borrower agrees to pay late payments to the Holder for late issuance of such shares in the form required pursuant to this Article II upon conversion of the Note, in the amount equal to $500 per business day after the Delivery Date. Borrower shall pay any payments incurred under this Section in immediately available funds upon demand.

(b)   If the Company fails to cause the Transfer Agent to transmit to the Holder a certificate or the certificates representing shares of Common Stock in the form required pursuant to this Article beyond the Delivery Date, then, the Holder will have the right to rescind such conversion at any time before such shares are transmitted.

(c)   In addition to any other rights available to the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder a certificate or the certificates representing the shares of Common Stock in the form required pursuant to this Article beyond the Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Shares which the Holder anticipated receiving upon such Conversion then the Company shall  pay  Holder an amount equal to $1,000.

2.5    Conversion Calculation The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal and interest and fees to be converted, if any, by the then applicable Fixed Conversion Price.

2.6    Adjustment to Conversion Price. The Fixed Conversion Price and number and kind of shares or other securities to be issued upon conversion shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

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(a)   If the Company, at any time while this Note is outstanding: (i) pays a stock dividend or otherwise make a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon Conversion of this Note), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event.  Any adjustment made pursuant to this Section 2.6 shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

(b)   If the Company, at any time while this Note is outstanding, shall distribute to all holders of Common Stock (and not to Holders of the Notes) evidences of its indebtedness or assets (including cash and cash dividends) or rights or warrants to subscribe for or purchase any security other than the Common Stock (which shall be subject to this Section 2.6), then in each such case the Conversion Price shall be adjusted by multiplying the Conversion Price in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution by a fraction of which the denominator shall be the VWAP determined as of the record date mentioned above, and of which the numerator shall be such VWAP on such record date less the then per share fair market value at such record date of the portion of such assets or evidence of indebtedness so distributed applicable to one outstanding share of the Common Stock as determined by the Board of Directors in good faith.  In either case the adjustments shall be described in a statement provided to the Holder of the portion of assets or evidences of indebtedness so distributed or such subscription rights applicable to one share of Common Stock.  Such adjustment shall be made whenever any such distribution is made and shall become effective immediately after the record date mentioned above.

(c)   If at any time while this Note is outstanding, (i) the Company effects any merger or consolidation of the Company with or into another Person, (ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (iii) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property or (iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (each “Fundamental Transaction”), then, upon any subsequent Conversion of this Note, the Holder shall have the right to receive, for each Note Share that would have been issuable upon such Conversion immediately prior to the occurrence of such Fundamental Transaction, the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any consideration (the “Alternate Consideration”) receivable as a result of such transaction by a holder. For purposes of any such Conversion, the determination of the Conversion Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration.  If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any Conversion of this Note following such Fundamental Transaction.  To the extent necessary to effectuate the foregoing provisions, any successor to the Company or surviving entity in such Fundamental Transaction shall issue to the Holder a new Note consistent with the foregoing provisions and evidencing the Holder’s right to Conversion such Note into Alternate Consideration. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this Section 3(c) and insuring that this Note (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

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(d)   All calculations under this Section 2.6  shall be made to the nearest cent or the nearest share, as the case may be. For purposes of this Section 2.6, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.

2.7    Reservation of Shares. At all times throughout the life of the Note, the Company shall have sufficient amount of authorized and unissued common stock available in order to satisfy full conversion of the Note.  In case such amount of Common Stock is reasonably considered potentially insufficient, the Company shall call and hold a special meeting to increase the number of authorized common stock.  Management of the Company shall recommend to shareholders to vote in favor of increasing the number of authorized common stock and shall also vote all of its shares in favor of increasing the number of common shares authorized. Borrower represents that upon issuance, such shares will be duly and validly issued, fully paid and non-assessable.  Borrower agrees that its issuance of this Note shall constitute full authority to its officers, agents, and transfer agents who are charged with the duty of executing and issuing stock certificates to execute and issue the necessary certificates for shares of Common Stock upon the conversion of this Note.

2.8     Issuance of New Note.  Upon any partial conversion of this Note, a new Note containing the same date and provisions of this Note shall, at the request of the Holder, be issued by the Borrower to the Holder for the principal balance of this Note and interest which shall not have been converted or paid.  Subject to the provisions of Article III, the Borrower will pay no costs, fees or any other consideration to the Holder for the production and issuance of a new Note.

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ARTICLE III

ORDER OF PAYMENT

Any payment made by the Borrower to the Holder, on account of this Note shall be applied in the following order of priority: (i) first, to any amounts other than principal and accrued interest, if any, hereunder, (ii) second, to accrued interest, if any, through and including the date of payment, and (iv) then, to principal of the Note.

ARTICLE IV

NEGATIVE COVENANTS

So long as the Note remains outstanding, Maker will not, and will not permit any subsidiary to, without the consent of Holder to declare or pay any dividends or distributions on account of its capital stock or purchase, redeem, retire or otherwise acquire any of its capital stock or any securities convertible into, exchangeable for, or giving any person the right to acquire or otherwise subscribe for, any shares of the Borrowers or any subsidiary’s capital stock.

ARTICLE V

OPTIONAL REDEMPTION

5.1    Optional Redemption at Election of Company.  Subject to the provisions of this Section 5.1, at any time prior to the 6-month anniversary of the Original Issue Date, the Company may deliver a notice to the Holder (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its irrevocable election to redeem some or all of the then outstanding principal amount of this Note for cash in an amount equal to the Optional Redemption Amount on the 10th Trading Day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date,” such 10 Trading Day period, the “Optional Redemption Period” and such redemption, the “Optional Redemption”). “Optional Redemption Amount” means the sum of: (a) 150% of the then outstanding principal amount of the Note, and (b) accrued but unpaid interest due in respect of the Note. The Optional Redemption Amount is payable in full on the Optional Redemption Date. The Company covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in full. The Company’s determination to pay an Optional Redemption in cash shall be applied ratably to all of the holders of the then outstanding Notes based on their (or their predecessor’s) initial purchases of Notes pursuant to the Purchase Agreement.

5.2    Redemption Procedure.  The payment of cash pursuant to an Optional Redemption shall be payable on the Optional Redemption Date.  If any portion of the payment pursuant to an Optional Redemption shall not be paid by the Company by the applicable due date, interest shall accrue thereon at an interest rate equal to the lesser of 12% per annum or the maximum rate permitted by applicable law until such amount is paid in full.  Notwithstanding anything herein contained to the contrary, if any portion of the Optional Redemption Amount remains unpaid after such date, the Holder may elect, by written notice to the Company given at any time thereafter, to invalidate such Optional Redemption, ab initio, and, with respect to the Company’s failure to honor the Optional Redemption on the Optional Redemption Date, the Company shall have no further right to exercise such Optional Redemption.  Notwithstanding anything to the contrary in this Section 5, the Company’s determination to redeem in cash or its elections under Section 5.1 shall be applied ratably among the Holders of Notes. The Holder may elect to convert the outstanding principal amount of the Note pursuant to Article II prior to actual payment in cash for any redemption under this Article V by the delivery of a Notice of Conversion to the Company.

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ARTICLE VI

EVENTS OF DEFAULT

The occurrence of any of the following events set forth in Sections 6.1 through 6.6, inclusive, shall be an “Event of Default”:

6.1    Failure to Pay Principal, Interest or other Fees.  Borrower fails to pay when due any installment of principal, interest or other fees hereon or on any other secured convertible Note issued pursuant to the Subscription Agreement, and such failure shall continue for a period of ten (10) days following the date upon which any such payment was due.

6.2    Breach of Covenant.  Borrower breaches any covenant or other term or condition of this Note in any material respect and such breach, if subject to cure, continues for a period of fifteen (15) days after the occurrence thereof.

6.3    Breach of Representations and Warranties.  Any representation or warranty of Borrower made herein, or the Subscription Agreement, Security Agreement, Collateral Agent Agreement (“Transaction Document”), or any statement in the Disclosure Document, referred to in the Subscription Agreement, shall be false or misleading in any material respect.

6.4    Bankruptcy.  The Borrower shall commence, or there shall be commenced against the Borrower a case under any applicable bankruptcy or insolvency laws as now or hereafter in effect or any successor thereto, or the Borrower commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Borrower or there is commenced against the Borrower any such bankruptcy, insolvency or other proceeding which remains undismissed for a period of 60 days; or the Borrower is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or the Borrower suffers any appointment of any custodian or the like for it or any substantial part of its property which continues undischarged or unstayed for a period of 60 days; or the Borrower makes a general assignment for the benefit of creditors; or the Borrower shall fail to pay, or shall state that it is unable to pay, or shall be unable to pay, its debts generally as they become due; or the Borrower; or any corporate or other action is taken by the Borrower or any Subsidiary thereof for the purpose of effecting any of the foregoing.

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6.5    Judgments.  Any money judgment, writ or similar final process shall be entered or filed against any Borrower or any of its Subsidiaries or any of their respective property or other assets for more than $100,000 in the aggregate for Borrower, and shall remain unvacated, unbonded or unstayed for a period of thirty (30) days.

6.6    Default Under Other Agreements.  The occurrence of any Default under a Transaction Document.

ARTICLE VII

DEFAULT RELATED PROVISIONS

7.1    Default Interest Rate.  Following the occurrence and during the continuance of an Event of Default, the outstanding principal amount of this Note, plus accrued but unpaid interest through the date of acceleration, shall become, at the Holder’s election, immediately due and payable in cash at the Mandatory Default Amount. “Mandatory Default Amount” means the sum of (a) 150% of the outstanding principal amount of this Note, plus 150% of accrued and unpaid interest hereon, and (b) all other amounts, costs, expenses due in respect of this Note.

7.2    Conversion Privileges.  The conversion privileges set forth in Article II shall remain in full force and effect immediately from the date hereof and until this Note is paid in full.

7.3    Cumulative Remedies.  The remedies under this Note shall be cumulative.

ARTICLE VIII

MISCELLANEOUS

8.1    Failure or Indulgence Not Waiver.  No failure or delay on the part of the Holder hereof in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege.

8.2    Notices.  Any notice herein required or permitted to be given shall be in writing and provided in accordance with the terms of the Subscription Agreement.

8.3    Amendment Provision.  The term “Note” and all reference thereto, as used throughout this instrument, shall mean this instrument as originally executed, or if later amended or supplemented, then as so amended or supplemented, and any successor instrument as it may be amended or supplemented.

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8.4    Assignability.  This Note shall be binding upon each Borrower and its successors and assigns, and shall inure to the benefit of the Holder and its successors and assigns, and may be assigned by the Holder in accordance with the requirements of the Purchase Agreement.

8.5 Entity Obligations.   The obligations hereunder are acknowledged to be solely entity obligations, and no officer, director, employee, agent, representative, manager, member, owner, or controlling person of any such entity shall be subject to any personal liability to any person or other party, nor will any such claim be asserted by or on behalf of any party or affiliates of such party.

8.6    Severability.  If any provision of this Note is invalid, illegal or unenforceable, the balance of this Note shall remain in effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances.  If it shall be found that any interest or other amount deemed interest due hereunder violates applicable laws governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum permitted rate of interest. The Borrower covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law which would prohibit or forgive the Borrower from paying all or any portion of the principal of or interest on this Note as contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this indenture, and the Borrower (to the extent it may lawfully do so) hereby expressly waives all benefits or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impeded the execution of any power herein granted to the Holder, but will suffer and permit the execution of every such as though no such law has been enacted.

8.7    Governing Law; Consent to Jurisdiction; Waiver of Jury Trial.  This Note shall be governed by and interpreted in accordance with the laws of the State of Nevada for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Each of the parties consents to the exclusive jurisdiction of the state courts of the State of Nevada located in Carson City County and the United States District Court for the District of Nevada in connection with any dispute arising under this Agreement and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum non convenes, to the bringing of any such proceeding in such jurisdictions. To the extent determined by such court, the Borrower shall reimburse the Holder for any reasonable legal fees and disbursements incurred by the Holder in enforcement of or protection of any of its rights under this Note. The Borrower and the Holder hereby waive a trial by jury in any action, proceeding or counterclaim brought by either of the parties hereto against the other in respect of any matter arising out of or in connection with this Agreement or the Note. THE PARTIES HERETO WAIVE ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

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8.8    Maximum Payments.  Nothing contained herein shall be deemed to establish or require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable law.  In the event that the rate of interest required to be paid or other charges hereunder exceed the maximum permitted by such law, any payments in excess of such maximum shall be credited against amounts owed by Borrowers to the Holder and thus refunded to the Borrowers

8.9    Replacement.  If this Note shall be mutilated, lost, stolen or destroyed, the Borrower shall execute and deliver, in exchange and substitution for and upon cancellation of a mutilated Note, or in lieu of or in substitution for a lost, stolen or destroyed Note, a new Note for the principal amount of this Note so mutilated, lost, stolen or destroyed but only upon receipt of evidence of such loss, theft or destruction of such Note, and of the ownership hereof, and indemnity, if requested, all reasonably satisfactory to the Borrower.

8.10  Construction.  Each party acknowledges that its legal counsel participated in the preparation of this Note and, therefore, stipulates that the rule of construction that ambiguities are to be resolved against the drafting party shall not be applied in the interpretation of this Note to favor any party against the other.

8.11  Assumption. As long as any of the Notes remain issued and outstanding, the Company will not consummate any consolidation, merger, sale, transfer or other disposition of assets or shares, including any form of share exchange, unless prior to, or simultaneously with, the consummation thereof,  either (i) the Note is redeemed, or (ii) the successor corporation resulting from such consolidation or merger (if other than the Company), or the corporation purchasing or otherwise acquiring the assets of the Company, agrees to assume the Company’s continuing obligations hereunder

IN WITNESS WHEREOF, Borrower has caused this Unsecured Convertible Promissory Note to be signed in its name as of December 1, 2011.

PAXTON ENERGY, INC.

A Nevada corporation

By:____________________

Title:

10

EXHIBIT A

NOTICE OF CONVERSION

(To be executed by the Holder in order to convert all or part of the Note into Common Stock)

[Name and Address of Holder]

The undersigned hereby converts $_________ of the principal due on [specify applicable Date] under the Unsecured Convertible Promissory Note issued by Paxton Energy, Inc., a Nevada corporation (“Borrower”) dated as of December 1, 2011 by delivery of shares of Common Stock of Borrower on and subject to the conditions set forth in Article II of such Note.

1.	Date of Conversion	_______________________
2.	Shares To Be Delivered:	_______________________

______________________________

By:_______________________________

Name:_____________________________

Title:______________________________

11

EX-10.03

Exhibit 10.03

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE. ACCORDINGLY, THESE SECURITIES MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.

THIS WARRANT IS NOT TRANSFERABLE EXCEPT AS PROVIDED BELOW. THE TRANSFER OF THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF IS SUBJECT TO COMPLIANCE WITH THE CONDITIONS SPECIFIED BELOW, AND NO TRANSFER OF SUCH SHARES SHALL BE VALID UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED.

THIS WARRANT SHALL BE VOID AFTER 5:00 P.M. PACIFIC STANDARD TIME ON DECEMBER 31, 2016.

WORTHINGTON ENERGY, INC.

a Nevada corporation

COMMON STOCK PURCHASE WARRANT

February __, 2012 Warrant No. 12-138

This is to certify that, for value received, WHAT HAPPENED LLC, a limited liability company (the “Holder”), whose current address is One Market Street, 36th Flr, 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.

Section 1.    Registration. The Company shall maintain books for the transfer and registration of the Warrant. Upon the initial issuance of this Warrant, the Company shall issue and register the Warrant in the name of the holder.

Section 2.    Transfers.  This Warrant may be transferred only pursuant to a registration statement filed under the Securities Act of 1933, as amended (“Securities Act”), or an exemption from such registration.  Subject to such restrictions, the Company shall transfer this Warrant from time to time upon the books to be maintained by the Company for that purpose upon surrender thereof for transfer properly endorsed or  accompanied by appropriate instructions for transfer and such other documents as may be reasonably required by the Company.  Such documents shall include, if required by the Company, an opinion of its counsel to the effect that such transfer is exempt from the registration requirements of the Securities Act and applicable state securities laws to establish that such transfer is being made in accordance with the terms hereof, and a new Warrant shall be issued to the transferee and the surrendered Warrant shall be canceled by the Company.

Section 3.     Exercise of Warrant.

(a)      Subject to the provisions of Section 3(b) hereof, the Holder may exercise this Warrant in whole or in part at any time prior to its expiration upon surrender of the Warrant together with delivery of the duly executed Warrant Exercise Form attached hereto as Appendix A (the “Exercise Agreement”) and payment by cash, certified check, or wire transfer of funds for the aggregate Warrant Price for that number of Warrant Shares then being purchased to the Company during normal business hours on any business day at the Company’s principal executive offices or such other office or agency of the Company as it may designate by notice to the holder hereof.

(b)      Notwithstanding anything to the contrary contained herein, the Holder may elect to receive, without the payment by the Holder of the aggregate Warrant Price in respect of the Warrant Shares to be acquired upon exercise hereof, Warrant Shares equal to the value of this Warrant or any portion hereof being exercised pursuant to this Section 3(b) by the surrender of this Warrant, or such portion of this Warrant being so exercised, together with the Net Issue Election Notice annexed hereto as Appendix B duly executed, at the office of the Company to purchase the number of Warrant Shares determined pursuant to  the formula immediately below:

X =    Y   x    (A - B)             where :

                       A

X = the number of Warrant Shares to be issued to the Holder upon exercise of this Warrant pursuant to this Section 3(b);

Y = the total number of shares of Common Stock covered by this Warrant which the Holder has surrendered at such time for cashless exercise, including both shares to be issued to the Holder and shares to be canceled as payment therefor;

A = the Market Price of one Share as at the time the net issue election is made; and

B = the Warrant Price in effect under this Warrant at the time the net issue election is made.

As used herein “Market Price” shall mean the closing sale price of the shares of the Company’s common stock as listed or quoted on the Trading Market on the last trading day prior to the date any determination is to be made, provided that if such stock has not  been quoted on such date in such Trading Market, the Market Price shall be the average closing price of shares of the Company’s common stock in the most recent five (5) trading days during which the shares of the Company’s common stock have been traded. Trading Market shall be the primary market in which the shares of the Company’s common stock are traded, which may be a national securities exchange, any market conducted by the  Nasdaq Stock Market, Inc., the Over-the-Counter Bulletin Board or on the “pink sheets,” as applicable. If there is no Trading Market, then upon the failure of the parties to agree upon a price within three business days after of the exercise of the Warrants, the fair market value of a share of common stock as determined by an independent appraiser selected in good faith by the Holder and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

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(c)      The Warrant Shares so purchased shall be deemed to be issued to the then holder of this Warrant or such party’s designee, as the record owner of such shares, as of the close of business on the date on which (i) this Warrant shall have been surrendered (or “Loss Documentation” as defined in section 6 has been delivered), and (ii) the Warrant Price shall have been paid and the completed Exercise Agreement shall have been delivered or with respect to Section 3(b), as of the close of business on the date on which the Net Issue Election Notice shall have been surrendered (or “Loss Documentation” has been delivered) to the Company.

(d)      Certificates for the Warrant Shares so purchased pursuant to exercise pursuant to, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three business days, after this Warrant shall have been so exercised.) All Warrant Shares so issued shall be fully paid, validly issued and nonassessable. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holder.  If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised.  As used in this Agreement, “business day” means a day, other than a Saturday or Sunday, on which banks in San Francisco are open for the general transaction of business.

Section 4.     Compliance with the Securities Act of 1933. The Company may cause the legend set forth on the first page of this Warrant to be set forth on each Warrant or similar legend on any security issued or issuable upon exercise of this Warrant, unless counsel for the Company is of the opinion as to any such security that such legend is unnecessary.

Section 5.     Payment of Taxes.  The Company will pay any documentary stamp taxes attributable to the initial issuance of Warrant Shares issuable upon the exercise of the Warrant; provided, however, that the Company shall not be required to pay any tax or taxes which may be payable in respect of any transfer involved in the issuance or delivery of any certificates for Warrant Shares in a name other than that of the registered holder of this Warrant in respect of which such shares are issued, and in such case, the Company shall not be required to issue or deliver any certificate for Warrant Shares or any Warrant until the person requesting the same has paid to the Company the amount of such tax or has established to the Company’s reasonable satisfaction that such tax has been paid. The holder shall be responsible for income taxes due under federal, state or other law, if any such tax is due.

Section 6.     Mutilated or Missing Warrants.  In case this Warrant shall be mutilated, lost, stolen, or destroyed, the Company shall issue in exchange and substitution of and upon cancellation of the mutilated Warrant, or in lieu of and substitution for the Warrant lost, stolen or destroyed, a new Warrant of like tenor and for the purchase of a like number of Warrant Shares, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction of the Warrant, and with respect to a lost, stolen or destroyed Warrant, reasonable indemnity or bond with respect thereto, if requested by the Company  (“Loss Documentation”).

Section 7.    Reservation of Shares.  The Company hereby represents and warrants that there have been reserved, and the Company shall at all applicable times keep reserved until issued, if necessary, as contemplated by this Section 7, out of the authorized and unissued shares of Warrant Shares, sufficient shares to provide for the exercise of the rights of purchase represented by this Warrant. The Company agrees that all Warrant Shares issued upon due exercise of the Warrant shall be, at the time of delivery of the certificates for such Warrant Shares, duly authorized, validly issued, fully paid and non-assessable shares of Common Stock of the Company.

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Section 8.     Adjustments.  Subject and pursuant to the provisions of this Section 8, the Warrant Price and number of Warrant Shares subject to this Warrant shall be subject to adjustment from time to time as follows:

(a)      If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise make a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant); (ii) subdivides outstanding shares of Common Stock into a larger number of shares; (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares; or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 8 (a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

(b)      If, at any time while this Warrant is outstanding, the Company: (i) shall consolidate with or merge into any other person and shall not be the continuing or surviving corporation of such consolidation or merger, ;(ii) shall permit any other person to consolidate with or merge into the Company and the Company shall be the continuing or surviving person but, in connection with such consolidation or merger, the Common Stock shall be changed into or exchanged for stock or other securities or property of any other person; (c) shall transfer all or substantially all of its properties and assets to any other person; or (d) shall effect a capital reorganization or reclassification of the Company, then, and in each such case, proper provision shall be made so that the holder of this Warrant, upon the exercise hereof at any time after the consummation of such consolidation, merger, transfer, reorganization or reclassification, shall be entitled to receive, in lieu of the Common Stock issuable upon such exercise prior to such consummation, the stock and other securities and property to which such holder would have been entitled upon such consummation if such holder had so exercised this Warrant immediately prior thereto, subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided herein.

Section 9.     Fractional Interest.  The Company shall not be required to issue fractions of Warrant Shares upon the exercise of this Warrant. If any fractional share of Warrant Shares would, except for the provisions of the first sentence of this Section 9, be deliverable upon such exercise, the Company, in lieu of delivering such fractional share, shall pay to the exercising holder of this Warrant an amount in cash equal to the Market Value of such fractional Warrant Shares on the date of exercise.

Section 10.   No Rights as Shareholder.  Prior to the exercise of this Warrant, the Holder shall not have or exercise any rights as a shareholder of the Company by virtue of its ownership of this Warrant.

Section 11.   Benefits.  Nothing in this Warrant shall be construed to give any person, firm, or corporation, other than the Company and the Holder, any legal or equitable right, remedy, or claim. It is acknowledged that this Warrant shall be for the sole and exclusive benefit of the Company and the Holder.

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Section 12.   Notices.  Unless otherwise specifically provided herein, all communications under this Warrant shall be in writing and shall be deemed to have been duly given: (a) on the date personally delivered to the party to whom notice is to be given; (b) on the day of transmission if sent by facsimile transmission to a number provided to a party specifically for such purposes and the sending party receives confirmation of the completion of such transmission; (c) on the business day after delivery to Federal Express or similar overnight courier which utilizes a written form of receipt; or (d) on the fifth day after mailing, if mailed to the party to whom notice is to be given, by first class mail, registered or certified, postage prepaid, and properly addressed, return receipt requested. All notices shall be addressed as follows: if to the Holder, at its address as set forth in the Company’s books and records; and if to the Company, at its principal executive office, Worthington Energy, Inc., 295 Highway 50, Suite 2, Stateline, NV 89449 for delivery or if mailing to P.O. Box 1148, Zephyr Cove, NV 89448-1148, or at the address of such other office of the Company as the Company shall have furnished to each holder of any Warrants in writing.

Section 13.   Miscellaneous

(a)       This Warrant and any term hereof may be changed, waived, discharged, or terminated only by an instrument in writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought.

(b)      This Warrant shall be governed by the laws of the State of Nevada.

(c)      The headings in this Warrant are inserted for convenience only and shall not be deemed to constitute a part hereof.

(d)      The obligations of the parties are solely corporate obligations, and no officer, director, employee, agent, representative, manager, owner, or controlling person of the Company shall be subject to any personal liability to any person or other party, nor will any such claim be asserted by or on behalf of either party or affiliates of such party.

(e)      The parties will attempt to settle any claim or controversy arising out of this Warrant or the agreement giving rise to the obligation to deliver this Warrant through consultation and negotiation in good faith and a spirit of mutual cooperation. If these attempts fail, any dispute, controversy, or claim directly or indirectly relating to or arising out of this Agreement shall be submitted to binding arbitration in accordance with the Commercial Rules of the American Arbitration Association. In the proceeding, the arbitrator(s) shall apply Nevada substantive law applicable to contracts made by parties within the state. Pending the hearing, the parties shall be entitled to undertake discovery proceedings, including taking of depositions and requests for document production. In no event shall either party be liable to the other, and there shall be no award under any legal or equitable theory, for special, consequential, exemplary, or punitive damages, including lost of profit, even if a party has been advised of the possibility of such damages in advance. The arbitrator(s) shall prepare an award in writing, which shall include factual findings and any legal conclusions on which the decision is based. Judgment upon any award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

(f)      All the provisions hereof by or for the benefit of the parties shall bind and inure to the benefit of its respective successors and assigns hereunder.

IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed, as of February ____, 2012.

WORTHINGTON ENERGY, INC.

a Nevada corporation

By:________________________________

Name:

Title:

-5-

APPENDIX A

WORTHINGTON ENERGY, INC.

 WARRANT EXERCISE FORM

To: Worthington Energy , Inc.:

The undersigned hereby irrevocably elects to exercise the right of purchase represented by the within Warrant (“Warrant”) for and to purchase thereunder, by the payment of the Warrant Price and surrender of the Warrant, _______________ Shares (“Warrant Shares”) as provided in the Warrant and requests that certificates for the Warrant Shares be issued as follows:

_______________________________

Name

________________________________

Address

________________________________

________________________________

________________________________

Federal Tax ID or Social Security No

.

and delivered by

q	certified mail to the above address, or
q	electronically (provide DWAC Instructions:___________________), or
q	other (specify: __________________________________________).

and, if the number of Warrant Shares shall not be all the Warrant Shares purchasable upon exercise of the Warrant, that a new Warrant for the balance of the Warrant Shares purchasable upon exercise of this Warrant be registered in the name of the undersigned Holder or the undersigned’s Assignee as below indicated and delivered to the address stated below.

Dated: ___________________, ____

Note:  The signature must correspond with the name of the registered holder as written on the first page of the	Signature:___________________________________
Warrant in every particular, without alteration or enlargement or any change whatever, unless the Warrant has	____________________________________________
been assigned.	Name (please print)
	_____________________________________________
	_____________________________________________
	Address
	______________________________
	Federal Identification or SS No.
	Assignee:
	_______________________________
	_______________________________
	_______________________________

A-1

APPENDIX B

WORTHINGTON ENERGY, INC.

 NET ISSUE ELECTION NOTICE

To: Worthington Energy, Inc.

Date:_________________________

The undersigned hereby elects under Section ­­­­­­­­­­­­­3 of this Warrant to surrender the right to purchase ____________  Shares pursuant to this Warrant and hereby requests the issuance of _____________  Shares. The certificate(s) for the Shares issuable upon such net issue election shall be issued in the name of the undersigned or as otherwise indicated below.

_________________________________________

Signature

_________________________________________

Name for Registration

_________________________________________

Mailing Address

B-1

EX-10.04

Exhibit 10.04

WORTHINGTON ENERGY, INC.

SUBSCRIPTION AGREEMENT

THIS SUBSCRIPTION AGREEMENT is made as of this ___ day of __________, 2012 between Worthington 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”).

Subscriber hereby subscribes for and agrees to purchase from the Company an unregistered (restricted) Convertible Unsecured Note in the amount of $________, 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.

Subscriber acknowledges that the offering of the Securities has not been reviewed by the United States Securities and Exchange Commission (the “SEC”) or any state agency because it is intended to be a nonpublic offering exempt from the registration requirements pursuant to Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506 promulgated thereunder and state securities laws.

Subscriber represents and warrants that Subscriber is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act, as indicated by its responses to the Accredited Investor Questionnaire included at the end of this Subscription Agreement. Subscriber further represents and warrants that the information furnished in the Questionnaire is accurate and complete in all material respects and that Subscriber is able to bear the economic risk of any investment in the Securities.

Subscriber represents that the Securities are being purchased for his, her, or its own account for investment purposes only and not for distribution or resale to others in contravention of the registration requirements of the Securities Act.  The Subscriber agrees that Subscriber will not sell or otherwise transfer the Securities unless they are registered under the Securities Act or unless an exemption from such registration is available.

Subscriber acknowledges receipt, review, and consideration of the Risk Factors involved with this investment as set out in Exhibit A Risk Factors delivered to Subscriber and recognizes that the investment in the Securities involves a high degree of risk in that:  (a) an investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the Securities; (b) transferability of the Securities is limited; and (c) the Company may require substantial additional funds to operate its business.

Subscriber acknowledges that he, she, or it has prior investment experience, including investment in non-listed and non-registered Securities and is familiar with the SEC’s website at www.sec.gov where Subscriber has reviewed or can review detailed information on the Company in the Search for Company Filings section.

This agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement; provided that a facsimile or PDF-formatted signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original, not a facsimile or PDF-formatted signature.

(signature page follows)

Amount of Investment: $______________________

Signature	Signature (if purchasing jointly)
Name Typed or Printed	Name Typed or Printed
Title (if Subscriber is an Entity)	Title (if Subscriber is an Entity)
Entity Name (if applicable)	Entity Name (if applicable
Address	Address
City, State and Zip Code	City, State and Zip Code
Telephone-Business	Telephone-Business
Telephone-Residence	Telephone-Residence
Facsimile-Business	Facsimile-Business
Facsimile-Residence	Facsimile-Residence
Tax ID # or Social Security #	Tax ID # or Social Security #
Name in which Securities should be issued:

Dated:

This Subscription Agreement is agreed to and accepted as of ____________ __, 2021.

WORTHINGTON ENERGY, INC.

By:

Name:

Title:

2 

EX-10.05

Exhibit 10.05

THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS.  THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO WORTHINGTON ENERGY, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

 UNSECURED CONVERTIBLE PROMISSORY NOTE

FOR VALUE RECEIVED, Worthington Energy, Inc., a Nevada corporation (the “Borrower”), promises to pay to ________________, whose current business or residence address is ______________________, or its registered assigns or successors in interest (the “Holder”), the sum of ___________ Dollars ($_________), together with any accrued and unpaid interest hereon, on ___________, 2012 (the “Maturity Date”) if not sooner paid.

Capitalized terms used herein without definition shall have the meanings ascribed to such terms in that certain Subscription Agreement between Borrower and the Holder (as amended, modified or supplemented from time to time, (the “Subscription Agreement”).

The following terms shall apply to this Note:

ARTICLE I

INTEREST

1.      Interest. Interest on the principal will accrue on this Note from the date funds representing this Note were received by Borrower until the Maturity Date, at the rate of eight percent (8%) per annum based on a 360-day year. Interest shall be payable on the Maturity Date.

ARTICLE II

CONVERSION

2.1    Optional Conversion.  Subject to the terms of this Article II, the Holder shall have the right, but not the obligation, at any time until the Maturity Date, or thereafter during an Event of Default and to convert all or any portion of the outstanding Principal Amount and/or accrued interest and fees due and payable into fully paid and nonassessable shares of the Common Stock at the Conversion Price. The shares of Common Stock to be issued upon such conversion are herein referred to as the “Conversion Shares.”  The “Conversion Price” shall equal the Variable Conversion Price (as defined, subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Company relating to the Company’s securities or the securities of any subsidiary of the Company, combinations, recapitalizations, reclassifications, extraordinary distributions and similar events). The “Variable Conversion Price” shall mean 50% multiplied by the Market Price (as defined herein)(representing a discount rate of 50%). “Market Price” means the average of the lowest three (3) Trading Prices (as defined below) for the Common Stock during the ten (10) trading day period ending one trading day prior to the date the Conversion Notice is sent by the Holder to the Company via facsimile (the “Conversion Date”). “Trading Price” means, for any security as of any date, the closing bid price on the Over-the-Counter Bulletin Board, or applicable trading market (the “OTCBB”).

2.2    Conversion Limitation. Holder shall not have the right to convert any portion of this Note, pursuant to this Section 2 or otherwise, to the extent that after giving effect to such issuance after conversion.  The Holder (together with the Holder’s Affiliates, and any other person or entity acting as a group together with the Holder or any of the Holder’s Affiliates), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of this Section beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. Holder is solely responsible for any schedules required to be filed in accordance therewith. The Borrower shall have no obligation to verify or confirm the accuracy of such filings.  In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Borrower, including this Note, by the Holder or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported.  The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of this Note.  The Holder, upon not less than 61 days’ prior notice to the Borrower, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2.3, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Note held by the Holder and the provisions of this Section 2.3 shall continue to apply. Any such increase or decrease will not be effective until the 61st day after such notice is delivered to the Borrower.

2.3    Mechanics of Holder’s Conversion.  In the event that the Holder elects to convert this Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion in the from attached as Exhibit A (“Notice of Conversion”) to Borrower. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Borrower shall make the appropriate reduction to the Principal Amount, (accrued interest), and fees as entered in its records and shall provide written notice thereof to the Holder.  Each date on which a Notice of Conversion is delivered or electronically transmitted to Borrower in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”).  Pursuant to the terms of the Notice of Conversion, Borrower will issue instructions to the transfer agent accompanied by an opinion of counsel to Borrower of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by physical delivery or crediting the account of the Holder’s designated broker with the Depository Trust Corporation (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system within three (3) business days after receipt by Borrower of the Notice of Conversion (the “Delivery Date”). The Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by Borrower of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of such Common Stock, (unless the Holder provides Borrower written instructions to the contrary.

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2.4    Remedies on Conversion Failure/ Late Payments.

(a) Borrower understands that a delay in the delivery of the shares of Common Stock in the form required pursuant to this Article beyond the Delivery Date could result in economic loss to the Holder.  As compensation to the Holder for such loss, Borrower agrees to pay late payments to the Holder for late issuance of such shares in the form required pursuant to this Article II upon conversion of the Note, in the amount equal to $500 per business day after the Delivery Date. Borrower shall pay any payments incurred under this Section in immediately available funds upon demand.

(b) If the Company fails to cause the Transfer Agent to transmit to the Holder a certificate or the certificates representing shares of Common Stock in the form required pursuant to this Article beyond the Delivery Date, then, the Holder will have the right to rescind such conversion at any time before such shares are transmitted.

(c)  In addition to any other rights available to the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder a certificate or the certificates representing the shares of Common Stock in the form required pursuant to this Article beyond the Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Shares which the Holder anticipated receiving upon such Conversion then the Company shall  pay  Holder an amount equal to $1,000.

2.5    Conversion Calculation The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal and interest and fees to be converted, if any, by the then applicable Fixed Conversion Price.

2.6    Adjustment to Conversion Price. The Fixed Conversion Price and number and kind of shares or other securities to be issued upon conversion shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

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(a)   If the Company, at any time while this Note is outstanding: (i) pays a stock dividend or otherwise make a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon Conversion of this Note), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event.  Any adjustment made pursuant to this Section 2.6 shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

(b)   If the Company, at any time while this Note is outstanding, shall distribute to all holders of Common Stock (and not to Holders of the Notes) evidences of its indebtedness or assets (including cash and cash dividends) or rights or warrants to subscribe for or purchase any security other than the Common Stock (which shall be subject to this Section 2.6), then in each such case the Conversion Price shall be adjusted by multiplying the Conversion Price in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution by a fraction of which the denominator shall be the VWAP determined as of the record date mentioned above, and of which the numerator shall be such VWAP on such record date less the then per share fair market value at such record date of the portion of such assets or evidence of indebtedness so distributed applicable to one outstanding share of the Common Stock as determined by the Board of Directors in good faith.  In either case the adjustments shall be described in a statement provided to the Holder of the portion of assets or evidences of indebtedness so distributed or such subscription rights applicable to one share of Common Stock.  Such adjustment shall be made whenever any such distribution is made and shall become effective immediately after the record date mentioned above.

(c)   If at any time while this Note is outstanding, (i) the Company effects any merger or consolidation of the Company with or into another Person, (ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (iii) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property or (iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (each “Fundamental Transaction”), then, upon any subsequent Conversion of this Note, the Holder shall have the right to receive, for each Note Share that would have been issuable upon such Conversion immediately prior to the occurrence of such Fundamental Transaction, the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any consideration (the “Alternate Consideration”) receivable as a result of such transaction by a holder. For purposes of any such Conversion, the determination of the Conversion Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration.  If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any Conversion of this Note following such Fundamental Transaction.  To the extent necessary to effectuate the foregoing provisions, any successor to the Company or surviving entity in such Fundamental Transaction shall issue to the Holder a new Note consistent with the foregoing provisions and evidencing the Holder’s right to Conversion such Note into Alternate Consideration. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this Section 3(c) and insuring that this Note (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

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      (d)   All calculations under this Section 2.6  shall be made to the nearest cent or the nearest share, as the case may be. For purposes of this Section 2.6, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.

2.7    Reservation of Shares. At all times throughout the life of the Note, the Company shall have sufficient amount of authorized and unissued common stock available in order to satisfy full conversion of the Note.  In case such amount of Common Stock is reasonably considered potentially insufficient, the Company shall call and hold a special meeting to increase the number of authorized common stock.  Management of the Company shall recommend to shareholders to vote in favor of increasing the number of authorized common stock and shall also vote all of its shares in favor of increasing the number of common shares authorized. Borrower represents that upon issuance, such shares will be duly and validly issued, fully paid and non-assessable.  Borrower agrees that its issuance of this Note shall constitute full authority to its officers, agents, and transfer agents who are charged with the duty of executing and issuing stock certificates to execute and issue the necessary certificates for shares of Common Stock upon the conversion of this Note.

2.8    Issuance of New Note.  Upon any partial conversion of this Note, a new Note containing the same date and provisions of this Note shall, at the request of the Holder, be issued by the Borrower to the Holder for the principal balance of this Note and interest which shall not have been converted or paid.  Subject to the provisions of Article III, the Borrower will pay no costs, fees or any other consideration to the Holder for the production and issuance of a new Note.

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ARTICLE III

ORDER OF PAYMENT

Any payment made by the Borrower to the Holder, on account of this Note shall be applied in the following order of priority: (i) first, to any amounts other than principal and accrued interest, if any, hereunder, (ii) second, to accrued interest, if any, through and including the date of payment, and (iv) then, to principal of the Note.

ARTICLE IV

NEGATIVE COVENANTS

So long as the Note remains outstanding, Maker will not, and will not permit any subsidiary to, without the consent of Holder to declare or pay any dividends or distributions on account of its capital stock or purchase, redeem, retire or otherwise acquire any of its capital stock or any securities convertible into, exchangeable for, or giving any person the right to acquire or otherwise subscribe for, any shares of the Borrowers or any subsidiary’s capital stock.

ARTICLE V

OPTIONAL REDEMPTION

5.1    Optional Redemption at Election of Company.  Subject to the provisions of this Section 5.1, at any time prior to the 6-month anniversary of the Original Issue Date, the Company may deliver a notice to the Holder (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its irrevocable election to redeem some or all of the then outstanding principal amount of this Note for cash in an amount equal to the Optional Redemption Amount on the 10th Trading Day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date,” such 10 Trading Day period, the “Optional Redemption Period” and such redemption, the “Optional Redemption”). “Optional Redemption Amount” means the sum of: (a) 150% of the then outstanding principal amount of the Note, and (b) accrued but unpaid interest due in respect of the Note. The Optional Redemption Amount is payable in full on the Optional Redemption Date. The Company covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in full. The Company’s determination to pay an Optional Redemption in cash shall be applied ratably to all of the holders of the then outstanding Notes based on their (or their predecessor’s) initial purchases of Notes pursuant to the Purchase Agreement.

5.2    Redemption Procedure.  The payment of cash pursuant to an Optional Redemption shall be payable on the Optional Redemption Date.  If any portion of the payment pursuant to an Optional Redemption shall not be paid by the Company by the applicable due date, interest shall accrue thereon at an interest rate equal to the lesser of 12% per annum or the maximum rate permitted by applicable law until such amount is paid in full.  Notwithstanding anything herein contained to the contrary, if any portion of the Optional Redemption Amount remains unpaid after such date, the Holder may elect, by written notice to the Company given at any time thereafter, to invalidate such Optional Redemption, ab initio, and, with respect to the Company’s failure to honor the Optional Redemption on the Optional Redemption Date, the Company shall have no further right to exercise such Optional Redemption.  Notwithstanding anything to the contrary in this Section 5, the Company’s determination to redeem in cash or its elections under Section 5.1 shall be applied ratably among the Holders of Notes. The Holder may elect to convert the outstanding principal amount of the Note pursuant to Article II prior to actual payment in cash for any redemption under this Article V by the delivery of a Notice of Conversion to the Company.

6

ARTICLE VI

EVENTS OF DEFAULT

The occurrence of any of the following events set forth in Sections 6.1 through 6.6, inclusive, shall be an “Event of Default”:

6.1    Failure to Pay Principal, Interest or other Fees.  Borrower fails to pay when due any installment of principal, interest or other fees hereon or on any other secured convertible Note issued pursuant to the Subscription Agreement, and such failure shall continue for a period of ten (10) days following the date upon which any such payment was due.

6.2    Breach of Covenant.  Borrower breaches any covenant or other term or condition of this Note in any material respect and such breach, if subject to cure, continues for a period of fifteen (15) days after the occurrence thereof.

6.3    Breach of Representations and Warranties.  Any representation or warranty of Borrower made herein, or the Subscription Agreement, Security Agreement, Collateral Agent Agreement (“Transaction Document”), or any statement in the Disclosure Document, referred to in the Subscription Agreement, shall be false or misleading in any material respect.

6.4    Bankruptcy.  The Borrower shall commence, or there shall be commenced against the Borrower a case under any applicable bankruptcy or insolvency laws as now or hereafter in effect or any successor thereto, or the Borrower commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Borrower or there is commenced against the Borrower any such bankruptcy, insolvency or other proceeding which remains undismissed for a period of 60 days; or the Borrower is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or the Borrower suffers any appointment of any custodian or the like for it or any substantial part of its property which continues undischarged or unstayed for a period of 60 days; or the Borrower makes a general assignment for the benefit of creditors; or the Borrower shall fail to pay, or shall state that it is unable to pay, or shall be unable to pay, its debts generally as they become due; or the Borrower; or any corporate or other action is taken by the Borrower or any Subsidiary thereof for the purpose of effecting any of the foregoing.

7

6.5    Judgments.  Any money judgment, writ or similar final process shall be entered or filed against any Borrower or any of its Subsidiaries or any of their respective property or other assets for more than $100,000 in the aggregate for Borrower, and shall remain unvacated, unbonded or unstayed for a period of thirty (30) days.

6.6    Default Under Other Agreements.  The occurrence of any Default under a Transaction Document.

ARTICLE VII

DEFAULT RELATED PROVISIONS

7.1    Default Interest Rate.  Following the occurrence and during the continuance of an Event of Default, the outstanding principal amount of this Note, plus accrued but unpaid interest through the date of acceleration, shall become, at the Holder’s election, immediately due and payable in cash at the Mandatory Default Amount. “Mandatory Default Amount” means the sum of (a) 150% of the outstanding principal amount of this Note, plus 150% of accrued and unpaid interest hereon, and (b) all other amounts, costs, expenses due in respect of this Note.

7.2    Conversion Privileges.  The conversion privileges set forth in Article II shall remain in full force and effect immediately from the date hereof and until this Note is paid in full.

7.3    Cumulative Remedies.  The remedies under this Note shall be cumulative.

ARTICLE VIII

MISCELLANEOUS

8.1    Failure or Indulgence Not Waiver.  No failure or delay on the part of the Holder hereof in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege.

8.2    Notices.  Any notice herein required or permitted to be given shall be in writing and provided in accordance with the terms of the Subscription Agreement.

8.3    Amendment Provision.  The term “Note” and all reference thereto, as used throughout this instrument, shall mean this instrument as originally executed, or if later amended or supplemented, then as so amended or supplemented, and any successor instrument as it may be amended or supplemented.

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8.4    Assignability.  This Note shall be binding upon each Borrower and its successors and assigns, and shall inure to the benefit of the Holder and its successors and assigns, and may be assigned by the Holder in accordance with the requirements of the Purchase Agreement.

8.5    Entity Obligations.   The obligations hereunder are acknowledged to be solely entity obligations, and no officer, director, employee, agent, representative, manager, member, owner, or controlling person of any such entity shall be subject to any personal liability to any person or other party, nor will any such claim be asserted by or on behalf of any party or affiliates of such party.

8.6   Severability.  If any provision of this Note is invalid, illegal or unenforceable, the balance of this Note shall remain in effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances.  If it shall be found that any interest or other amount deemed interest due hereunder violates applicable laws governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum permitted rate of interest. The Borrower covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law which would prohibit or forgive the Borrower from paying all or any portion of the principal of or interest on this Note as contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this indenture, and the Borrower (to the extent it may lawfully do so) hereby expressly waives all benefits or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impeded the execution of any power herein granted to the Holder, but will suffer and permit the execution of every such as though no such law has been enacted.

8.7    Governing Law; Consent to Jurisdiction; Waiver of Jury Trial.  This Note shall be governed by and interpreted in accordance with the laws of the State of Nevada for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Each of the parties consents to the exclusive jurisdiction of the state courts of the State of Nevada located in Carson City County and the United States District Court for the District of Nevada in connection with any dispute arising under this Agreement and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum non convenes, to the bringing of any such proceeding in such jurisdictions. To the extent determined by such court, the Borrower shall reimburse the Holder for any reasonable legal fees and disbursements incurred by the Holder in enforcement of or protection of any of its rights under this Note. The Borrower and the Holder hereby waive a trial by jury in any action, proceeding or counterclaim brought by either of the parties hereto against the other in respect of any matter arising out of or in connection with this Agreement or the Note. THE PARTIES HERETO WAIVE ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

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8.8   Maximum Payments.  Nothing contained herein shall be deemed to establish or require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable law.  In the event that the rate of interest required to be paid or other charges hereunder exceed the maximum permitted by such law, any payments in excess of such maximum shall be credited against amounts owed by Borrowers to the Holder and thus refunded to the Borrowers

8.9    Replacement.  If this Note shall be mutilated, lost, stolen or destroyed, the Borrower shall execute and deliver, in exchange and substitution for and upon cancellation of a mutilated Note, or in lieu of or in substitution for a lost, stolen or destroyed Note, a new Note for the principal amount of this Note so mutilated, lost, stolen or destroyed but only upon receipt of evidence of such loss, theft or destruction of such Note, and of the ownership hereof, and indemnity, if requested, all reasonably satisfactory to the Borrower.

8.10  Construction.  Each party acknowledges that its legal counsel participated in the preparation of this Note and, therefore, stipulates that the rule of construction that ambiguities are to be resolved against the drafting party shall not be applied in the interpretation of this Note to favor any party against the other.

8.11  Assumption. As long as any of the Notes remain issued and outstanding, the Company will not consummate any consolidation, merger, sale, transfer or other disposition of assets or shares, including any form of share exchange, unless prior to, or simultaneously with, the consummation thereof,  either (i) the Note is redeemed, or (ii) the successor corporation resulting from such consolidation or merger (if other than the Company), or the corporation purchasing or otherwise acquiring the assets of the Company, agrees to assume the Company’s continuing obligations hereunder

IN WITNESS WHEREOF, Borrower has caused this Unsecured Convertible Promissory Note to be signed in its name as of ____________ __, 2012.

WORTHINGTON ENERGY, INC.

A Nevada corporation

By:__________________________

Name:

Title:

10

EXHIBIT A

NOTICE OF CONVERSION

(To be executed by the Holder in order to convert all or part of the Note into Common Stock)

[Name and Address of Holder]

The undersigned hereby converts $_________ of the principal due on [specify applicable Date] under the Unsecured Convertible Promissory Note issued by Worthington Energy, Inc., a Nevada corporation (“Borrower”) dated as of ___________ __, 2012 by delivery of shares of Common Stock of Borrower on and subject to the conditions set forth in Article II of such Note.

1.	Date of Conversion	_______________________
2.	Shares To Be Delivered:	_______________________

______________________________

By:_______________________________

Name:_____________________________

Title:______________________________

11

EX-10.06

Exhibit 10.06

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE. ACCORDINGLY, THESE SECURITIES MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.

THIS WARRANT IS NOT TRANSFERABLE EXCEPT AS PROVIDED BELOW. THE TRANSFER OF THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF IS SUBJECT TO COMPLIANCE WITH THE CONDITIONS SPECIFIED BELOW, AND NO TRANSFER OF SUCH SHARES SHALL BE VALID UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED.

THIS WARRANT SHALL BE VOID AFTER 5:00 P.M. PACIFIC STANDARD TIME ON DECEMBER 31, 2016.

WORTHINGTON ENERGY, INC.

a Nevada corporation

COMMON STOCK PURCHASE WARRANT

_________ __, 2012 Warrant No. ______

This is to certify that, for value received, ______________ (the “Holder”), whose current address is ____________________, upon due exercise of this Warrant, is entitled to purchase from WORTHINGTON ENERGY, INC., a Nevada corporation (the “Company”), all or any part of _________ (______) 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.

Section 1.            Registration. The Company shall maintain books for the transfer and registration of the Warrant. Upon the initial issuance of this Warrant, the Company shall issue and register the Warrant in the name of the holder.

Section 2.            Transfers.  This Warrant may be transferred only pursuant to a registration statement filed under the Securities Act of 1933, as amended (“Securities Act”), or an exemption from such registration.  Subject to such restrictions, the Company shall transfer this Warrant from time to time upon the books to be maintained by the Company for that purpose upon surrender thereof for transfer properly endorsed or  accompanied by appropriate instructions for transfer and such other documents as may be reasonably required by the Company.  Such documents shall include, if required by the Company, an opinion of its counsel to the effect that such transfer is exempt from the registration requirements of the Securities Act and applicable state securities laws to establish that such transfer is being made in accordance with the terms hereof, and a new Warrant shall be issued to the transferee and the surrendered Warrant shall be canceled by the Company.

Section 3.             Exercise of Warrant.

        (a)      Subject to the provisions of Section 3(b) hereof, the Holder may exercise this Warrant in whole or in part at any time prior to its expiration upon surrender of the Warrant together with delivery of the duly executed Warrant Exercise Form attached hereto as Appendix A (the “Exercise Agreement”) and payment by cash, certified check, or wire transfer of funds for the aggregate Warrant Price for that number of Warrant Shares then being purchased to the Company during normal business hours on any business day at the Company’s principal executive offices or such other office or agency of the Company as it may designate by notice to the holder hereof.

 (b)      Notwithstanding anything to the contrary contained herein, the Holder may elect to receive, without the payment by the Holder of the aggregate Warrant Price in respect of the Warrant Shares to be acquired upon exercise hereof, Warrant Shares equal to the value of this Warrant or any portion hereof being exercised pursuant to this Section 3(b) by the surrender of this Warrant, or such portion of this Warrant being so exercised, together with the Net Issue Election Notice annexed hereto as Appendix B duly executed, at the office of the Company to purchase the number of Warrant Shares determined pursuant to  the formula immediately below:

X =    Y   x    (A - B)             where :

                       A

X = the number of Warrant Shares to be issued to the Holder upon exercise of this Warrant pursuant to this Section 3(b);

Y = the total number of shares of Common Stock covered by this Warrant which the Holder has surrendered at such time for cashless exercise, including both shares to be issued to the Holder and shares to be canceled as payment therefor;

A = the Market Price of one Share as at the time the net issue election is made; and

B = the Warrant Price in effect under this Warrant at the time the net issue election is made.

As used herein “Market Price” shall mean the closing sale price of the shares of the Company’s common stock as listed or quoted on the Trading Market on the last trading day prior to the date any determination is to be made, provided that if such stock has not  been quoted on such date in such Trading Market, the Market Price shall be the average closing price of shares of the Company’s common stock in the most recent five (5) trading days during which the shares of the Company’s common stock have been traded. Trading Market shall be the primary market in which the shares of the Company’s common stock are traded, which may be a national securities exchange, any market conducted by the  Nasdaq Stock Market, Inc., the Over-the-Counter Bulletin Board or on the “pink sheets,” as applicable. If there is no Trading Market, then upon the failure of the parties to agree upon a price within three business days after of the exercise of the Warrants, the fair market value of a share of common stock as determined by an independent appraiser selected in good faith by the Holder and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

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 (c)      The Warrant Shares so purchased shall be deemed to be issued to the then holder of this Warrant or such party’s designee, as the record owner of such shares, as of the close of business on the date on which (i) this Warrant shall have been surrendered (or “Loss Documentation” as defined in section 6 has been delivered), and (ii) the Warrant Price shall have been paid and the completed Exercise Agreement shall have been delivered or with respect to Section 3(b), as of the close of business on the date on which the Net Issue Election Notice shall have been surrendered (or “Loss Documentation” has been delivered) to the Company.

(d)      Certificates for the Warrant Shares so purchased pursuant to exercise pursuant to, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three business days, after this Warrant shall have been so exercised.) All Warrant Shares so issued shall be fully paid, validly issued and nonassessable. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holder.  If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised.  As used in this Agreement, “business day” means a day, other than a Saturday or Sunday, on which banks in San Francisco are open for the general transaction of business.

Section 4.            Compliance with the Securities Act of 1933. The Company may cause the legend set forth on the first page of this Warrant to be set forth on each Warrant or similar legend on any security issued or issuable upon exercise of this Warrant, unless counsel for the Company is of the opinion as to any such security that such legend is unnecessary.

Section 5.            Payment of Taxes.  The Company will pay any documentary stamp taxes attributable to the initial issuance of Warrant Shares issuable upon the exercise of the Warrant; provided, however, that the Company shall not be required to pay any tax or taxes which may be payable in respect of any transfer involved in the issuance or delivery of any certificates for Warrant Shares in a name other than that of the registered holder of this Warrant in respect of which such shares are issued, and in such case, the Company shall not be required to issue or deliver any certificate for Warrant Shares or any Warrant until the person requesting the same has paid to the Company the amount of such tax or has established to the Company’s reasonable satisfaction that such tax has been paid. The holder shall be responsible for income taxes due under federal, state or other law, if any such tax is due.

Section 6.            Mutilated or Missing Warrants.  In case this Warrant shall be mutilated, lost, stolen, or destroyed, the Company shall issue in exchange and substitution of and upon cancellation of the mutilated Warrant, or in lieu of and substitution for the Warrant lost, stolen or destroyed, a new Warrant of like tenor and for the purchase of a like number of Warrant Shares, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction of the Warrant, and with respect to a lost, stolen or destroyed Warrant, reasonable indemnity or bond with respect thereto, if requested by the Company  (“Loss Documentation”).

Section 7.            Reservation of Shares.  The Company hereby represents and warrants that there have been reserved, and the Company shall at all applicable times keep reserved until issued, if necessary, as contemplated by this Section 7, out of the authorized and unissued shares of Warrant Shares, sufficient shares to provide for the exercise of the rights of purchase represented by this Warrant. The Company agrees that all Warrant Shares issued upon due exercise of the Warrant shall be, at the time of delivery of the certificates for such Warrant Shares, duly authorized, validly issued, fully paid and non-assessable shares of Common Stock of the Company.

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Section 8.             Adjustments.  Subject and pursuant to the provisions of this Section 8, the Warrant Price and number of Warrant Shares subject to this Warrant shall be subject to adjustment from time to time as follows:

(a)      If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise make a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant); (ii) subdivides outstanding shares of Common Stock into a larger number of shares; (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares; or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 8 (a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

(b)      If, at any time while this Warrant is outstanding, the Company: (i) shall consolidate with or merge into any other person and shall not be the continuing or surviving corporation of such consolidation or merger, ;(ii) shall permit any other person to consolidate with or merge into the Company and the Company shall be the continuing or surviving person but, in connection with such consolidation or merger, the Common Stock shall be changed into or exchanged for stock or other securities or property of any other person; (c) shall transfer all or substantially all of its properties and assets to any other person; or (d) shall effect a capital reorganization or reclassification of the Company, then, and in each such case, proper provision shall be made so that the holder of this Warrant, upon the exercise hereof at any time after the consummation of such consolidation, merger, transfer, reorganization or reclassification, shall be entitled to receive, in lieu of the Common Stock issuable upon such exercise prior to such consummation, the stock and other securities and property to which such holder would have been entitled upon such consummation if such holder had so exercised this Warrant immediately prior thereto, subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided herein.

Section 9.             Fractional Interest.  The Company shall not be required to issue fractions of Warrant Shares upon the exercise of this Warrant. If any fractional share of Warrant Shares would, except for the provisions of the first sentence of this Section 9, be deliverable upon such exercise, the Company, in lieu of delivering such fractional share, shall pay to the exercising holder of this Warrant an amount in cash equal to the Market Value of such fractional Warrant Shares on the date of exercise.

Section 10.           No Rights as Shareholder.  Prior to the exercise of this Warrant, the Holder shall not have or exercise any rights as a shareholder of the Company by virtue of its ownership of this Warrant.

Section 11.          Benefits.  Nothing in this Warrant shall be construed to give any person, firm, or corporation, other than the Company and the Holder, any legal or equitable right, remedy, or claim. It is acknowledged that this Warrant shall be for the sole and exclusive benefit of the Company and the Holder.

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Section 12.          Notices.  Unless otherwise specifically provided herein, all communications under this Warrant shall be in writing and shall be deemed to have been duly given: (a) on the date personally delivered to the party to whom notice is to be given; (b) on the day of transmission if sent by facsimile transmission to a number provided to a party specifically for such purposes and the sending party receives confirmation of the completion of such transmission; (c) on the business day after delivery to Federal Express or similar overnight courier which utilizes a written form of receipt; or (d) on the fifth day after mailing, if mailed to the party to whom notice is to be given, by first class mail, registered or certified, postage prepaid, and properly addressed, return receipt requested. All notices shall be addressed as follows: if to the Holder, at its address as set forth in the Company’s books and records; and if to the Company, at its principal executive office, Worthington Energy, Inc., 295 Highway 50, Suite 2, Stateline, NV 89449 for delivery or if mailing to P.O. Box 1148, Zephyr Cove, NV 89448-1148, or at the address of such other office of the Company as the Company shall have furnished to each holder of any Warrants in writing.

Section 13.           Miscellaneous

(a)       This Warrant and any term hereof may be changed, waived, discharged, or terminated only by an instrument in writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought.

(b)      This Warrant shall be governed by the laws of the State of Nevada.

(c)      The headings in this Warrant are inserted for convenience only and shall not be deemed to constitute a part hereof.

(d)      The obligations of the parties are solely corporate obligations, and no officer, director, employee, agent, representative, manager, owner, or controlling person of the Company shall be subject to any personal liability to any person or other party, nor will any such claim be asserted by or on behalf of either party or affiliates of such party.

(e)      The parties will attempt to settle any claim or controversy arising out of this Warrant or the agreement giving rise to the obligation to deliver this Warrant through consultation and negotiation in good faith and a spirit of mutual cooperation. If these attempts fail, any dispute, controversy, or claim directly or indirectly relating to or arising out of this Agreement shall be submitted to binding arbitration in accordance with the Commercial Rules of the American Arbitration Association. In the proceeding, the arbitrator(s) shall apply Nevada substantive law applicable to contracts made by parties within the state. Pending the hearing, the parties shall be entitled to undertake discovery proceedings, including taking of depositions and requests for document production. In no event shall either party be liable to the other, and there shall be no award under any legal or equitable theory, for special, consequential, exemplary, or punitive damages, including lost of profit, even if a party has been advised of the possibility of such damages in advance. The arbitrator(s) shall prepare an award in writing, which shall include factual findings and any legal conclusions on which the decision is based. Judgment upon any award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

(f)      All the provisions hereof by or for the benefit of the parties shall bind and inure to the benefit of its respective successors and assigns hereunder.

IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed, as of __________ __, 2012.

	WORTHINGTON ENERGY, INC.
By:________________________________
	Name:
	Title:

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APPENDIX A

WORTHINGTON ENERGY, INC.

 WARRANT EXERCISE FORM

To: Worthington Energy, Inc.:

The undersigned hereby irrevocably elects to exercise the right of purchase represented by the within Warrant (“Warrant”) for and to purchase thereunder, by the payment of the Warrant Price and surrender of the Warrant, _______________ Shares (“Warrant Shares”) as provided in the Warrant and requests that certificates for the Warrant Shares be issued as follows:

_______________________________

Name

________________________________

Address

________________________________

________________________________

________________________________

Federal Tax ID or Social Security No

and delivered by

q	certified mail to the above address, or
q	electronically (provide DWAC Instructions:___________________), or
q	other (specify: __________________________________________).

 and, if the number of Warrant Shares shall not be all the Warrant Shares purchasable upon exercise of the Warrant, that a new Warrant for the balance of the Warrant Shares purchasable upon exercise of this Warrant be registered in the name of the undersigned Holder or the undersigned’s Assignee as below indicated and delivered to the address stated below.

Dated: ___________________, ____

Note:  The signature must correspond with the name of the registered holder as written on the first page of the	Signature:___________________________________
Warrant in every particular, without alteration or enlargement or any change whatever, unless the Warrant has been	____________________________________________
assigned.	Name (please print)
	_____________________________________________
	_____________________________________________
	Address
	______________________________
	Federal Identification or SS No.
	Assignee:
	_______________________________
	_______________________________
	_______________________________

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APPENDIX B

WORTHINGTON ENERGY, INC.

 NET ISSUE ELECTION NOTICE

To: Worthington Energy, Inc.

Date:_________________________

The undersigned hereby elects under Section ­­­­­­­­­­­­­3 of this Warrant to surrender the right to purchase ____________  Shares pursuant to this Warrant and hereby requests the issuance of _____________  Shares. The certificate(s) for the Shares issuable upon such net issue election shall be issued in the name of the undersigned or as otherwise indicated below.

_________________________________________

Signature

_________________________________________

Name for Registration

_________________________________________

Mailing Address

B-1

EX-10.07

Exhibit 10.07

Worthington Energy, Inc.

FIRST AMENDMENT TO

PURCHASE AND SALE AGREEMENT

FOR OIL & GAS PROPERTIES AND

RELATED ASSETS

This First Amendment is entered into as of March 5, 2012 by and between Worthington Energy, Inc., a Nevada corporation (“Buyer”), and Black Cat Exploration & Production, LLC, a Texas limited liability company (“Seller”), to amend that certain Purchase and Sale Agreement for Oil & Gas Properties and Related Assets between Buyer and Seller dated as of November 14, 2011 (the “Agreement”). Certain matters herein shall relate back and are agreed to be effective as of December 15, 2011 (the “First Amendment”).

RECITALS

A.      Pending Closing of the Agreement, Buyer has become aware of certain defects in Marketable Title that need to be corrected.

B.      The parties mutually agreed that the date of Closing under the Agreement should be extended to deal with these issues and hereby agree that certain other provisions of the Agreement need to be amended, modified, and supplemented.

C.       Buyer owns a wholly-owned subsidiary PaxAcq, Inc., a Louisiana corporation (“PaxAcq”). Buyer shall have the right to have PaxAcq acquire title to the Properties and in such case, Buyer and PaxAcq shall jointly execute all documents to be delivered at Closing.

For valuable consideration, the parties amend and supplement the Agreement as follows:

Paragraph 2, Purchase Price, is amended to read as follows:

A.       Seller has cleared the title defects and encumbrances.

B.       Following the signing of this First Amendment, Buyer will fund the Jones Walker escrow account with an amount of Two Hundred Thousand Dollars ($250,000), for purposes of providing the funds required to close the transaction as described herein (“Buyer Financing”).

C.       If by March 7, 2012, Seller provides evidence to Buyer and Buyer’s outside counsel and that: (i) all title defects and encumbrancess have been removed and or will be removed at the Closing; and (ii) Seller will be able to transfer and assign to Buyer Marketable Title to the Properties at the Closing, the transaction shall close as soon thereafter as is commercially reasonable.

D.       At the Closing, Buyer shall pay the Purchase Price as follows:

a.      To an account to be designated by Silvemere Energy PLC (“Silvermere”), in cash or immediately available funds, the cash sum of One Hundred Seventy-Five Thousand Dollars ($175,000); The amount so paid shall be credited toward payment of the Purchase Price hereunder;

b.      Buyer shall deliver to Seller a Junior Secured Promissory Note (“Seller Note”) in the amount of One Million Seventy-Five Thousand Dollars ($1,075,000), with One Hunderd Thousand dollars being due May 31, 2012 and the balance being due at the later  of: (i) ninety (90) days from the date of Closing; or (ii) thirty (30) days after production commences on the I-10 Mustang Island Well in Kleberg County, Texas (the “Mustang Island Well”). The Seller Note shall be in a form provided by Buyer and shall be secured by a deed of trust covering the Properties (the “Seller DOT”), which Seller DOT shall be junior to the deed of trust securing the Buyer Financing described in Amended Paragraph 10 i below. All documents shall be subject to the reasonable approval, in form and substance, of counsel for Seller; and

c.      The balance of the Purchase Price shall be evidenced by and paid through the issuance to Seller of a total of Forty-Five Million (45,000,000) shares of common stock of Buyer, par value $0.001 per share, without registration or rights thereto and therefore restricted from resale under applicable securities laws (the “Shares”). Half of the Shares (or 22,5000,000 shares) shall be issued to Seller  at Closing and the remaining half (the remaining 22,50 0,000 shares) shall be delivered to Seller when the Mustang Island Well commences production Seller shall sign, as a condition to the issuance of the Shares, an investment representation letter in the standard form used and prepared by Sichenzia Ross Friedman Ference LLP, 61 Boradway, 32nd Floor, New York, New York 10006 (“SRFF”). The Shares shall contain the standard restricted shares legend as required by SRFF.

Paragraph 3, Closing, is amended so that the first paragraph now reads:

The Closing shall take place at such location or locations as Buyer and Seller shall mutually agree.

Paragraph 3 i and Paragraph 3 (3) relating to the Employment Agreement with Anthony Mason and his appointment to the board of directors are deleted. The provisions of Amended Paragraph 12 below shall apply with respect to such matters.

Except as so amended, the remaining provisions of Paragraph 3, including all of the documents to be delivered to the respective parties, are confirmed and remain in effect.

Paragraph 4, Conveyance Effective Date, Proration of Production Expenses, is amended so that the first sentence now reads:

The conveyance by Seller shall be effective as of the date of Closing described in Amended Paragraph 3 above, or such other time and date as may be agreed upon by the parties (the “Effective Date”).

Except as so amended, the remaining provisions of Paragraph 4 are confirmed and remain in effect.

Paragraph 7, Representations and Warranties of Seller, is amended and supplemented to add at the end of paragraph a new subparagraph 7 t as follows:

t.        During the period from the date of this First Amendment and the date of Closing, Seller shall take steps necessary to remove the encumbrances that are not Permitted Encumbrances so that at the Closing Buyer shall be granted Marketable Title to the Properties.

Except as so amended and supplemented, the provisions of Paragraph 7 as set forth in the Agreement are confirmed and remain in effect.

Paragraph 9, Title and Other Examinations and Curative, is amended and supplemented as follows:

a.       The term of the options on Oceana and Song, described in Exhibit B, have lapsed without exercise. Exhibit B attached to the Agreement is hereby deleted.

Except as so amended and supplemented, the provisions of Paragraph 9 as set forth in the Agreement are confirmed and remain in effect.

Paragraph 10,Conditions, is amended and supplemented to add an addition condition to the Closing and the consummation of the sale and purchase under the Agreement and the First Amendment, as follows:

h.       All title issues shall be resolved such that, at the Closing, Marketable Title will be delivered to Buyer, including approval by Buyer and Buyer’s counsel of the documentation relating to  any title defects that may cloud or encumber the Properties.

i.         Buyer shall have obtained Buyer Financing in an amount  of no less than Two Hundred Fifty Thousand Dollars ($250,000).

Paragraph 12, Additional Requirements at the Closing, is amended and supplemented to read as follows:

Within 30 days following the Closing, Buyer agrees to present to the board of directors a recommendation that Buyer hire Anthony J. Mason, a principal in Seller, under an employment agreement, as described in paragraph 12 of the Agreement (before its amendment under this paragraph) and that Anthony Mason be appointed to the board of directors of Buyer.

Paragraph 18, Complete Agreement, is amended and supplemented to replace Paragraph 18 in the Agreement with the following provisions:

a. To cover the period between the Closing and the Board’s retention of Anthony Mason as provided in Paragraph 12 above, Buyer and Anthony Masonhave entered into a Consulting Agreement wherein Anthony Mason will provide Buyer with consulting services regarding other properties and assets being acquired and developed by Buyer and in connection with financing initiatives being undertaken by Buyer.  b. This Agreement and the First Amendment constitute the complete agreement between the parties regarding the purchase and sale of the Properties. The provisions of Paragraphs 6, 7, and 8, as amended herein, shall survive the Closing.

Exhibit A, Mustang Island, is hereby amended and superseded by Exhibit A attached to this First Amendment.

Except as amended and supplemented by this First Amendment, the provisions set forth in the Agreement are confirmed and remain in effect.

This First Amendment may be executed in counterpart originals, each of which together shall constitute one binding agreement. An executed signature page sent by fax or in PDF format shall be deemed executed by such party and may be relied upon by the receiving party and by third parties with the same effect as if a complete originally executed document were delivered and received.

Seller:

Black Cat Exploration & Production, LLC

a Texas Limited Liability Company

By_____________________________________

Anthony J. Mason, President

Buyer:

Worthington Energy, Inc.

a Nevada Corporation

By ____________________________________

Charles F. Volk, CEO

Amended Exhibit A Attached:  Mustang Island