Exhibit 4.3

    


    SOUTH
TEXAS OIL COMPANY

    


    CERTIFICATE
TO SET FORTH DESIGNATIONS, VOTING POWERS,

    PREFERENCES,
LIMITATIONS, RESTRICTIONS, AND RELATIVE 

    RIGHTS
OF

     

    SERIES
A CONVERTIBLE PREFERRED STOCK

    


    It is
hereby certified that:

    


    I.           The
name of the corporation is South Texas Oil Company. (the “Corporation”), a
Nevada corporation.

    


    II.           Set
forth hereinafter is a statement of the voting powers, preferences, limitations,
restrictions, and relative rights of shares of Series A Convertible Preferred
Stock hereinafter designated as contained in a resolution of the Board of
Directors of the Corporation pursuant to a provision of the Articles of
Incorporation of the Corporation permitting the issuance of Preferred Stock by
resolution of the Board of Directors (this
“Certificate of Designation”):

    


    Series A
Convertible Preferred Stock, $0.001 par
value.

    


    1.           Designation: Number of
Shares.  The designation of said series of Preferred Stock
shall be Series A Convertible Preferred Stock (the “Series A Preferred Stock”).
The number of shares of Series A Preferred Stock shall be 2,000,000.  Each share of Series A Preferred
Stock shall have a stated value equal to $10.00 (as adjusted for any stock dividends,
combinations or splits with respect to such shares) (the “Stated Value”) and
$0.001 par value.

    


    2.           Liquidation
Rights.

    


    (a)           In
the event the Corporation voluntarily or involuntarily liquidates, dissolves or
winds up, the Holders at the time shall be entitled to receive liquidating
distributions in the amount of $10.00 per share of Series A Preferred Stock, out
of assets legally available for distribution to the Corporation’s stockholders,
before any distribution of assets is made to the holders of the Common
Stock (as defined in Paragraph 3(j) below)
or other class of stock presently authorized or to be authorized (the Common
Stock and such other stock being hereinafter collectively, the “Junior
Securities”).  After payment of the full amount of such liquidating
distributions to Holders of Series A Preferred Stock (on an as converted basis),
the Holders will not be entitled to any further participation in any
distribution of assets by, and shall have no right or claim to any remaining
assets of, the Corporation.

    


    (b)           In
the event the assets of the Corporation available for distribution to
stockholders upon any liquidation, dissolution or winding-up of the affairs of
the Corporation, whether voluntary or involuntary, shall be insufficient to pay
in full the amounts payable with respect to all outstanding shares of the Series
A Preferred Stock, Holders shall share ratably in any distribution of assets of
the Corporation in proportion to the full respective liquidating distributions
to which they would otherwise be respectively entitled.

    


    (c)           The
Corporation’s consolidation or merger with or into any other entity, the
consolidation or merger of any other entity with or into the Corporation, or the
sale of all or substantially all of the Corporation’s property or business will
not constitute its liquidation, dissolution or winding up.


    
      
         


      

      
        
          1 of
6

          
            South
Texas Oil Company

            Certificate
Series A Convertible Preferred

          

        

        
          

        

      

      
         


      

    

    


    3.           Conversion into Common
Stock.  Shares of Series A Preferred Stock shall have the
following conversion rights and obligations:

    


    (a)           Subject
to the further provisions of this Paragraph 3 each Holder of shares of Series A
Preferred Stock shall have the right at any time subsequent to ninety (90) days
after the issuance to the Holder of Series A Preferred Stock, to convert such
shares into fully paid and non-assessable shares of Common Stock of the
Corporation determined in accordance with the Conversion Price provided in
Paragraph 3(b) below (the “Conversion Price”); provided, that the aggregate
Stated Value to be converted shall be at least $10,000 (unless if at the time of
such conversion the aggregate Stated Value of all shares of Series A Preferred
Stock registered to the Holder is less than $10,000, then the whole amount may
be converted).

    


    (b)           The
number of shares of Common Stock issuable upon conversion of each share of
Series A Preferred Stock shall equal (i) the Stated Value per share of Series A
Preferred Stock, (ii) divided by the Conversion Price.  The Conversion
Price shall be $0.50 per share of Common Stock into which the Series A Preferred
Stock is being converted.

    


    (c)           Holder
will give notice of its decision to exercise its right to convert the Series A
Preferred Stock, or part thereof, by telecopying an executed
and completed “Notice of Conversion” (a form of which is annexed as Exhibit A to this
Certificate of Designation) to the Corporation via confirmed telecopier
transmission.  The Holder will not be required to surrender the Series
A Preferred Stock certificate until in each case the Series A Preferred Stock
has been fully converted.  Each date on which a Notice of Conversion
is telecopied to the Corporation in accordance with the provisions hereof shall
be deemed a “Conversion Date.”  The Corporation will itself or cause
the Corporation’s transfer agent to transmit the Corporation’s Common Stock
certificates representing the Common Stock issuable upon conversion of the
Series A Preferred Stock to the Holder via express courier for receipt by such
Holder within five (5) business days after receipt by the Corporation of the
Notice of Conversion (the “Delivery Date”).  In the event the Common
Stock is electronically transferable, then delivery of the Common Stock must be
made by electronic transfer provided request for such electronic transfer has
been made by the Holder.  A Series A Preferred Stock certificate
representing the balance of the Series A Preferred Stock not so converted will
be provided by the Corporation to the Holder if requested by Holder, provided
the Holder has delivered the original Series A Preferred Stock certificate to
the Corporation.  To the extent that a Holder elects not to surrender
Series A Preferred Stock for reissuance upon partial payment or conversion, the
Holder hereby indemnifies the Corporation against any and all loss or damage
attributable to a third-party claim in an amount in excess of the actual amount
of the Series A Stated Value then owned by the Holder.

    


    In the
case of the exercise of the conversion rights set forth in paragraph 3(a) the
conversion privilege shall be deemed to have been exercised and the shares of
Common Stock issuable upon such conversion shall be deemed to have been issued
upon the date of receipt by the Corporation of the Notice of
Conversion.  The person or entity entitled to receive Common Stock
issuable upon such conversion shall, on the date such conversion privilege is
deemed to have been exercised and thereafter, be treated for all purposes as the
record holder of such Common Stock and shall on the same date cease to be
treated for any purpose as the record Holder of such shares of Series A
Preferred Stock so converted.

    


    Upon the
conversion of any shares of Series A Preferred Stock no adjustment or payment
shall be made with respect to such converted shares on account of any dividend
on the Common Stock, except that the Holder of such converted shares shall be
entitled to be paid any dividends declared on shares of Common Stock after
conversion thereof.


    
      
         


      

      
        
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              South
Texas Oil Company

              Certificate
Series A Convertible Preferred

            

          

        

        
          

        

      

      
         


      

    


    The
Corporation shall not be required, in connection with any conversion of Series A
Preferred Stock, to
issue a fraction of a share of its Series A Preferred Stock or Common Stock and
may instead deliver a stock certificate representing the next whole
number.

     

    


    (d)           The
Conversion Price determined pursuant to Paragraph 3(b) shall be subject to
adjustment from time to time as follows:

    


    (i)           In
case the Corporation shall at any time (A) declare any stock dividend or
distribution on its Common Stock of the Corporation other than the Series A
Preferred Stock,  (B) split or subdivide the outstanding Common Stock,
(C) combine the outstanding Common Stock into a smaller number of shares, or (D)
issue by reclassification of its Common Stock any shares or other securities of
the Corporation, then in each such event the Conversion Price shall be adjusted
proportionately so that the Holders of Series A Preferred Stock shall be
entitled to receive the kind and number of shares or other securities of the
Corporation which such Holders would have owned or have been entitled to receive
 after the
happening of any of the events described above had such shares of Series A
Preferred Stock been converted immediately prior to the happening of such event
(or any record date with respect thereto).  Such adjustment shall be
made whenever any of the events listed above shall occur. An adjustment made to
the Conversion pursuant to this Paragraph 3(d)(i) shall become effective
immediately after the effective date of the event retroactive to the record
date, if any, for the event.

    


    (e)           (i)  In
case of any merger of the Corporation with or into any other corporation (other
than a merger in which the Corporation is the surviving or continuing
corporation and which does not result in any reclassification, conversion, or
change of the outstanding shares of Common Stock) then unless the right to
convert shares of Series A Preferred Stock shall have terminated, as part of
such merger lawful provision shall be made so that Holders of Series A Preferred
Stock shall thereafter have the right to convert each share of Series A
Preferred Stock into the kind and amount of shares of stock and/or other
securities or property receivable upon such merger by a Holder of the number of
shares of Common Stock into which such shares of Series A Preferred Stock might
have been converted immediately prior to such consolidation or
merger.  Such provision shall also provide for adjustments, which
shall be as nearly equivalent, as may be practicable to the adjustments provided
for in Paragraph (d) of this Paragraph 3.  The foregoing provisions of
this Paragraph  3(e) shall similarly apply to successive
mergers.

    


    (ii)           In
case of any sale or conveyance to another person or entity of the property of
the Corporation as an entirety, or substantially as an entirety, in connection
with which shares or other securities or cash or other property shall be
issuable, distributable, payable, or deliverable for outstanding shares of
Common Stock, then, unless the right to convert such shares shall have
terminated, lawful provision shall be made so that the Holders of Series A
Preferred Stock shall thereafter have the right to convert each share of the
Series A Preferred Stock into the kind and amount of shares of stock or other
securities or property that shall be issuable, distributable, payable, or
deliverable upon such sale or conveyance with respect to each share of Common
Stock immediately prior to such conveyance.


    
      
         


      

      
        
          3 of
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              South
Texas Oil Company

              Certificate
Series A Convertible Preferred

            

          

        

        
          

        

      

      
         


      

    

    


    (f)           Commencing
with February 1, 2009, and until no share of Series A Preferred Stock is
outstanding, other than in the case of an Excepted Issuance, if the Corporation
issues any Common Stock or securities convertible into or exchangeable or
exercisable for Common Stock, prior to the complete conversion of the Series A
Preferred Stock for a consideration less than the Conversion Price immediately
in effect prior to such sale or issuance, then immediately prior to such sale or
issuance the Conversion Price of the Series A Preferred Stock shall be reduced
to such other lower price.  For purposes of this adjustment, the
issuance of any security or debt instrument of the Corporation carrying the
right to convert such security or debt instrument into Common Stock or of any
warrant, right or option to purchase Common Stock shall result in an adjustment
to the Conversion Price upon the issuance of the above- described security, debt
instrument, warrant, right, or option if such issuance is at a price lower than
the Conversion Price in effect upon such issuance and again upon the issuance of
shares of Common Stock upon exercise of such conversion or purchase rights if
such issuance is at a price lower than the then applicable Conversion
Price.  Common Stock issued or issuable by the Company for no
consideration will be deemed issuable or to have been issued for $0.001 per
share of Common Stock.  The reduction of the Conversion Price
described in this paragraph is in addition to other rights of the Holder
described in this Certificate of Designation and that certain Securities Exchange
Agreement, dated February20, 2009, by and among
the Corporation, its subsidiaries and the Longview Fund, L.P., a California limited
partnership.  For purposes hereof, “Excepted Issuance” means
(i) any issuances of shares of Common Stock upon exercise or conversion of any
options, warrants, convertible notes or other convertible securities outstanding
on February 1, 2009, and provided that the conversion price, exchange price,
exercise price or other purchase price is not reduced, adjusted or otherwise
modified and the number of shares issued or issuable is not increased (whether
by operation of law or in accordance with the relevant governing documents or
otherwise) on or after February 1, 2009, and (ii) any grants of options or
warrants to purchase shares of Common Stock and issuances of shares of Common
Stock to officers, employees and directors of, and consultants and advisors to,
the Corporation or any of the subsidiaries as compensation for the performance
of bona fide services for the Corporation or any of the subsidiaries, as
provided in and limited by the Corporation’s Equity Incentive Compensation Plan,
which Plan is in effect on February 1, 2009.

    


    (g)           Whenever
the Conversion Price of the Series A Preferred Stock is required to be adjusted
as provided in this Paragraph 3, the Corporation shall forthwith compute the
adjusted Conversion Price and prepare a certificate setting forth such adjusted
Conversion Price and the facts upon which such adjustment is based, and such
certificate shall forthwith be filed with the Corporation’s transfer agent for the Series A
Preferred Stock and the Common Stock; and the Corporation shall mail to each
Holder of record of Series A Preferred Stock notice of such adjusted Conversion Price not later than the first business day after
the event, giving rise to the adjustment.

    


    (h)           In
case at any time the Corporation shall propose:

    


    (i)           to
pay any dividend or distribution payable in shares upon its Common Stock or make
any distribution (other than cash dividends) to the Holders of its Common Stock;
or

    


    (ii)           to
offer for subscription to the Holders of its Common Stock any additional shares
of any class or any other rights; or

    


    (iii)           any
capital reorganization or reclassification of its shares or the merger of the
Corporation with another corporation (other than a merger in which the
Corporation is the surviving or continuing corporation and which does not result
in any reclassification, conversion, or change of the outstanding shares of
Common Stock); or

    


    (iv)           the
voluntary dissolution, liquidation or winding-up of the
Corporation;

    


    then, and
in any one or more of said cases, the Corporation shall cause at least fifteen
(15) days prior notice of the date on which (A) the books of the Corporation
shall close or a record be taken for such stock dividend, distribution, or
subscription rights, or (B) such capital reorganization, reclassification,
merger, dissolution, liquidation or winding-up shall take place, as the case may
be, to be mailed to the Corporation’s transfer
agent for the Series A Preferred Stock and for the Common Stock and to
the Holders of record of the Series A Preferred Stock.

    


    (i)           So
long as any shares of Series A Preferred Stock shall remain outstanding and the
Holders thereof shall have the right to convert the same in accordance with
provisions of this Paragraph 3 the Corporation shall at all times reserve from
the authorized and unissued shares of its Common Stock 150% of number of shares
to provide for such conversions.


    
      
         


      

      
        
          4 of
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              South
Texas Oil Company

              Certificate
Series A Convertible Preferred

            

          

        

        
          

        

      

      
         


      

    

    


    (j)           The
term “Common Stock” as used in this Paragraph 3 shall mean the $0.001 par value Common Stock of the Corporation
as such stock is constituted at the date of issuance thereof or as it may from
time to time be changed or shares of stock of any class of other securities
and/or property into which the shares of Series A Preferred Stock shall at any
time become convertible pursuant to the provisions of this Paragraph
3.

    


    (k)           The
Corporation shall pay the amount of any and all issue taxes (but not income
taxes) which may be imposed in respect of any issue or delivery of stock upon
the conversion of any shares of Series A Preferred Stock, but all transfer taxes
and income taxes that may be payable in respect of any change of ownership of
Series A Preferred Stock or any rights represented thereby or of stock
receivable upon conversion thereof shall be paid by the person or persons
surrendering such stock for conversion.

    


    (l)           In
the event a Holder shall elect to convert any shares of Series A Preferred Stock
as provided herein, the Corporation may not refuse conversion based on any claim
that such Holder or any one associated or affiliated with such Holder has been
engaged in any violation of law, or for any other reason unless, an injunction
from a court, on notice, restraining and or enjoining conversion of all or part
of said shares of Series A Preferred Stock shall have been issued and the
Corporation posts a surety bond for the benefit of such Holder in the amount of
120% of the Stated Value of the Series A Preferred Stock sought to be converted,
which is subject to the injunction, which bond shall remain in effect until the
completion of arbitration/litigation of the dispute and the proceeds of which
shall be payable to such Holder in the event it obtains judgment.

    


    (m)           In
addition to any other rights available to the Holder, if the Corporation fails
to deliver to the Holder such certificate or certificates pursuant to Section
3(c) by the Delivery Date and, if after the Delivery Date, the Holder or a
broker on the Holder’s behalf purchases (in an open market transaction or
otherwise) shares of Common Stock to deliver in satisfaction of a sale by such
Holder of the Common Stock which the Holder anticipated receiving upon such
conversion (a "Buy-In"), then the Corporation shall pay in cash to the Holder
(in addition to any remedies available to or elected by the Holder) within five
(5) business days after written notice from the Holder, the amount by which (A)
the Holder's total purchase price (including brokerage commissions, if any) for
the shares of Common Stock so purchased exceeds (B) the aggregate sales proceeds
of the Common Stock the Holder anticipated receiving upon such conversion of the
shares of Series A Preferred Stock for which such conversion was not timely
honored, together with interest thereon at a rate of 15% per annum, accruing
until such amount and any accrued interest thereon is paid in full (which amount
shall be paid as liquidated damages and not as a penalty).  The Holder
shall provide the Corporation written notice indicating the amounts payable to
the Holder in respect of the Buy-In.

    


    (n)           The
Corporation and Holder may not convert that amount of the Preferred Stock on a
Conversion Date in amounts that would result in the Holder having a beneficial
ownership of Common Stock which would be in excess of the sum of (i) the number
of shares of Common Stock beneficially owned by the Holder and its affiliates on
such Conversion Date, and (ii) the number of shares of Common Stock issuable
upon the conversion of the Preferred Stock with respect to which the
determination of this proviso is being made on such Conversion Date, which would
result in beneficial ownership by the Holder and its affiliates of more than
9.99% of the outstanding shares of Common Stock of the
Corporation.  For the purposes of the proviso to the immediately
preceding sentence, beneficial ownership shall be determined in accordance with
Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation
13d-3 thereunder.  Subject to the foregoing, the Holder shall not be
limited to successive exercises which would result in the aggregate issuance of
more than 9.99%.  The Holder may allocate which of the equity of the
Corporation deemed beneficially owned by the Holder shall be included in the
9.99% amount described above and which shall be allocated to the excess above
9.99%.  The Holder may revoke or waive the conversion limitation
described in this Section in whole or in part, upon and effective after 61 days
prior written notice to the Corporation.


    
      
         


      

      
        
          5 of
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              South
Texas Oil Company

              Certificate
Series A Convertible Preferred

            

          

        

        
          

        

      

      
         


      

    


    


    
          4.       
   Voting
Rights.  The shares of Series A Preferred Stock shall not have
voting rights.

    

    


    5.           Status of Converted
Stock.  In case any shares of Series A Preferred Stock shall be
converted to Common Stock, the shares so converted shall resume the status of
authorized but unissued shares of Preferred Stock and shall no longer be
designated as Series A Preferred Stock.

    


    6.           Amendment.  The
powers, designations, preferences, limitations, restrictions, conversion
provisions and procedures, and all other rights appurtenant to the series of
stock as certified herein, may be amended by a resolution of the board of
directors, as approved by a vote of the stockholders then holding a majority of
the issued and outstanding shares of the series of stock certified
herein.

    


    IN WITNESS WHEREOF, the
Corporation has caused this Certificate be duly executed by its undersigned
officer thereunto duly authorized, this 20th day of February 2009.

     

    
      
        	 	SOUTH
      TEXAS OIL COMPANY	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Michael
      J. Pawelek	 
	 	 	Michael J.
      Pawelek, Chief Executive Officer	 
	 	 	 	 
	 	 	 	 


      

    

    


                                                          

      
        
           


        

        
          
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                South
Texas Oil Company

                Certificate
Series A Convertible Preferred

              

            

          

          
            

          

        

        
           


        

      



    


    EXHIBIT
A

    


                                              NOTICE
OF CONVERSION

    


    (To Be
Executed By the Registered Holder in Order to Convert the Series
A  Convertible Preferred Stock of South Texas Oil
Corporation)

    


    The
undersigned hereby irrevocably elects to convert $______________ of the Stated
Value of the above Series A Convertible Preferred Stock into shares of Common
Stock of South Texas Oil Corporation (the "Corporation") according to the
conditions hereof, as of the date written below.

    


    Date of
Conversion:_____________________________________________________________________

    


    Applicable
Conversion Price    $ ______________

    


    


    Number of
Common Shares Issuable Upon This
Conversion:______________________________________

    


    


    HOLDER:_____________________________________________________________________________

    


    


    Signature:_____________________________________________________________________________

    


    


    Print
Name:____________________________________________________________________________

    


    


    Address:______________________________________________________________________________

    


    _____________________________________________________________________________________

    


    Deliveries
Pursuant to this Notice of Conversion Should Be Made to:

    


    _____________________________________________________________________________________

    


    _____________________________________________________________________________________

    


    _____________________________________________________________________________________