Exhibit 10.2


 





NEITHER
THE ISSUANCE NOR SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT
BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE
SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE
HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE
144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN
ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.


 


WORTHINGTON ENERGY, INC.


$75,000.00 NOTE


TEN PERCENT (10%) CONVERTIBLE NOTE


DATED APRIL 22, 2014


 


THIS NOTE (the "Note")
is a duly authorized Convertible Note of WORTHINGTON ENERGY, INC. a Nevada corporation (the "Company").


 


FOR VALUE RECEIVED, the Company
promises to pay Tarpon Bay Partners LLC (the "Holder"), the principal sum of Seventy Five Thousand Dollars and No Cents
($75,000.00) (the "Principal Amount") or such lesser principal amount following the conversion or conversions of this
Note in accordance with Paragraph 2 (the "Outstanding Principal Amount") on December 31, 2014 (the "Maturity Date"),
and to pay interest on the Outstanding Principal Amount ("Interest") in a lump sum on the Maturity Date, at the rate
of ten percent (10%) per Annum (the "Rate") from the date of issuance.


 


		1)	Accrual of Interest shall commence on the date of this Note and continue
until the Company repays or provides for repayment in full the Outstanding Principal Amount and all accrued but unpaid Interest.
Accrued and unpaid Interest shall bear Interest at the Rate until paid, compounded monthly. The Outstanding Principal Amount of
this Note is payable on the Maturity Date in such coin or currency of the United States as at the time of payment is legal tender
for payment of public and private debts, at the address last appearing on the Note Register of the Company as designated in writing
by the Holder from time to time. The Company may prepay principal and interest on this Note at any time before the Maturity Date.
The Company will pay the Outstanding Principal Amount of this Note on the Maturity Date, free of any withholding or deduction of
any kind to the Holder as of the Maturity Date and addressed to the Holder at the address appearing on the Note Register.



 


 


 




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This Note is subject to the following additional
provisions:


 


		2)	All payments on account of the Outstanding Principal Amount of this Note
and all other amounts payable under this Note (whether made by the Company or any other person) to or for the account of the Holder
hereunder shall be made free and clear of and without reduction by reason of any present and future income, stamp, registration
and other taxes, levies, duties, cost, and charges whatsoever imposed, assessed, levied or collected by the United States or any
political subdivision or taxing authority thereof or therein, together with interest thereon and penalties with respect thereto,
if any, on or in respect of this Note (such taxes, levies, duties, costs and charges being herein collectively called "Taxes").



 


		3)	The Holder of this Note is entitled, at its option, at any time after the
issuance of this Note, to convert all or any lesser portion of the Outstanding Principal Amount and accrued but unpaid Interest
into Common Stock at a conversion price (the "Conversion Price") for each share of Common Stock equal to 50% discount
of the lowest closing bid price in the 30 trading days prior to the day that the Holder requests conversion, unless otherwise modified
by mutual agreement between the Parties (the "Conversion Price"); provided that if the closing bid price for the
common stock on the Clearing Date (defined below) is lower than that used for the Conversion Price, then the Conversion Price shall
be adjusted such that the Discount shall be taken from the closing bid price on the Clearing Date, and the Company shall issue
additional shares to Holder to reflect such adjusted conversion price. For interest that accrues pursuant to the terms of this
Note, the conversion price shall be at $.001, par value, regardless of the trading price ("Interest Conversion"). Upon
the exercise of any conversion, the Holder shall notify the Issuer whether principal or interest is being converted (The Common
stock into which the Note is converted shall be referred to in this agreement as "Conversion Shares.") If the Issuer's
Common stock is chilled for deposit at DTC, becomes chilled at any point while this Agreement remains outstanding or deposit otherwise
additional fees due to a Yield Sign, Stop Sign or other trading restrictions, an additional 10% discount will be attributed to
the Conversion Price defined hereof and the conversion dollar amount per conversion shall be reduced by a flat fee of $1,500.00
shall be charged to the Issuer to cover costs associated with the deposit of chilled stocks for each conversion. For purpose of
this Section, the closing bid price of the Common Stock shall be the closing bid price as reported by the Nasdaq Stock Market,
or on the over-the-counter market or, if the Common Stock is listed on another stock market or exchange, the closing bid price
on such exchange as reported by Bloomberg LP. In the event that holder elects to convert this Note in part, the conversion price
for each conversion event shall be calculated at the time of conversion in part. The Holder may convert this Note into Common Stock
by delivering a conversion notice, the form of conversion notice attached to the Note as Exhibit B, executed by the Holder of the
Note evidencing such Holder's intention to convert the Note. For purposes of this Agreement, the Clearing Date shall be on the
date in which the conversion shares are deposited into the Holder's brokerage account and Holder's broker has confirmed with Holder
the Holder may (execute trades of the conversion shares. The Clearing Date will be reported to Issuer, and Issuer will issue reset
shares if needed. The Company shall bear any and all miscellaneous expenses that may arise as a result of conversion and delivery
of shares of common stock in respect of the Note, including but are not limited to the cost of the issuance of a Rule 144 legal
opinion, transfer agent fees, equity issuance and deposit fees, etc. At Holder's option, any accrued costs paid by Holder may be
subtracted from the dollar amount of any conversion of the Note.



 




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Share Issuance. So long
as this Note is outstanding, and prior to the complete conversion or payment of this Note, if the Company shall issue any Common
Stock for consideration per share that is less than the Conversion Price that would be in effect at the time of such issuance,
then, and thereafter successively upon each such issuance, the Conversion Price shall be reduced to such other lower issue price.
For purposes of this adjustment, the issuance of any security or debt instrument of the Company 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, and again
upon the issuance of shares of Common Stock upon exercise of such conversion or purchase right if such issuance is at a price lower
than the then applicable Conversion Price. Common Stock issued or issuable by the Borrower for no consideration will be deemed
issuable or to have been issued for $0.0001 per share of Common Stock. The reduction of the Conversion Price described in this
paragraph is in addition to all other rights of the Holder of this Note.


 


The Company will not issue fractional
shares or script representing fractions of shares of Common Stock on conversion, but the Company will round the number of shares
of Common Stock issuable up to the nearest whole share. The date on which a Notice of Conversion is given shall be deemed to be
the date on which the Holder notifies the Company of its intention to so convert by delivery, by facsimile transmission, email,
or otherwise, of a copy of the Notice of Conversion. Notice of Conversion may be sent by email to the Company, Attn: Gil Steedley,
Chief Executive Officer. At the Maturity Date, subject to Section 13 below, the Company will pay any unconverted Outstanding Principal
Amount and accrued Interest thereon, at the option of the Holder, in either (a) cash or (b) Common Stock valued at a price equal
to the Conversion Price determined as if the Note was converted in accordance with its terms into Common Stock on the Maturity
Date.


 


Without
in any way limiting the Holder's right to pursue other remedies, including actual damages and or equitable relief, the parties
agree that if delivery of the Common Stock issuable upon conversion of this Note is not delivered by the Deadline (3 Trading days)
the Borrower shall pay to the Holder $1,000 per day in cash, for each day beyond the Deadline that the Borrower fails to deliver
such Common Stock. Such cash amount shall be paid to Holder by the fifth day of the month following the month in which it has
accrued or, at the option of the Holder (by written notice to the Borrower by the first day of the month following the month in
which it has accrued), shall be added to the principal amount of this Note, in which event interest shall accrue thereon in accordance
with the terms of this Note and such additional principal amount shall be convertible into Common Stock in accordance with the
terms of this Note. The Borrower agrees that the right to convert is a valuable right to the Holder. The damages resulting from
a failure, attempt to frustrate, interfere with such conversion right are difficult if not impossible to qualify. Accordingly
the parties acknowledge that the liquidated damages provision contained in this Section are justified.


 


 




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		4)	No provision of this Note shall alter or impair the obligation of the Company, which is absolute
and unconditional, to the payment of the Outstanding Principal Amount of this Note at the Maturity Date, and in the coin or currency
herein prescribed. This Note and all other Notes now or hereafter issued on similar terms are direct obligations of the Company.
In the event of any liquidation, reorganization, winding up or dissolution, repayment of this Note shall not be subordinate in
any respect to any other indebtedness of the Company outstanding as of the date of this Note or hereafter incurred by the Company.



 


Such non-subordination shall
extend without limiting the generality of the foregoing, to all indebtedness of the Company to banks, financial institutions, other
secured lenders, equipment lessors and equipment finance companies, but shall exclude trade debts. Any warrants, options or other
securities convertible into stock of the Company issued before the date hereof shall rank pan i passu with the Note in all respects


 


		5)	If at any time or from time to time after the date of this Note, the Common Stock issuable upon
the conversion of the Note is changed into the same or different numbers of shares of an class or classes of stock, whether by
recapitalization or otherwise, then in each such event the Holder shall have the right thereafter to convert the Note into the
kind of security receivable in such recapitalization, reclassification or other change by holders of Common Stock, all subject
to further adjustment as provided herein. In such event, the formulae set forth herein for conversion and redemption shall be equitably
adjusted to reflect such change in number of shares or, if shares of a new class of stock are issued, to reflect the market price
of the class or classes of stock issued in connection with the above described transaction.



 


		6)	This Note shall be governed by and construed in accordance with the laws of the State of Connecticut.
Each of the parties consents to the jurisdiction of the state or Federal courts of the State of Connecticut residing in Fairfield
County in connection with any dispute arising under this Note and hereby waives, to the maximum extent permitted by law, any objection,
including any objection based on forum non coveniens, to the bringing of any such proceeding in such jurisdictions. Each
of the parties hereby waives the right to a trial by jury in connection with any dispute arising under this Note.



 


 


 




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		7)	The following shall constitute an "Event of Default":



 


		a.	The Company shall default in the payment of principal and interest on this Note and same shall
continue for a period of five (5) days; or



 


		b.	Any of the representations or warranties made by the Company herein, in any certificate or financial
or other written statements heretofore or hereafter furnished by the Company in connection with the execution and delivery of this
Note shall be false or misleading in any material respect at the time made; or



 


		c.	The Company shall fail to perform or observe, in any material respect, any other covenant, term,
provision, condition, agreement or obligation of any Note and such failure shall continue uncured for a period of thirty (30) days
after written notice from the Holder of such failure; or



 


		d.	The Company fails to authorize or to cause its Transfer Agent to issue shares of Common Stock upon
exercise by the Holder of the conversion rights of the Holder in accordance with the terms of this Note, fails to transfer or to
cause its Transfer Agent to transfer any certificate for shares of Common Stock issued to the Holder upon conversion of this Note
and when required by this Note, and such transfer is otherwise lawful, or fails to remove any restrictive legend on any certificate
or fails to cause its Transfer Agent to remove such restricted legend, in each case where such removal is lawful, as and when required
by this Note, the Agreement, and any such failure shall continue uncured for ten (10) business days; or



 


		e.	The Company shall make an assignment for the benefit of creditors or commence proceedings for its
dissolution; or shall apply for or consent to the appointment of a trustee, liquidator or receiver for its or for a substantial
part of its property or business; or



 


		f.	A trustee, liquidator or receiver shall be appointed for the Company or for a substantial part
of its property or business without its consent and shall not be discharged within sixty (60) days after such appointment; or



 


		g.	Any governmental agency or any court of competent jurisdiction at the instance of any governmental
agency shall assume custody or control of the whole or any substantial portion of the properties or assets of the Company and shall
not be dismissed within sixty (60) days thereafter; or



 


 


 


 




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		h.	Any money judgment, writ or warrant of attachment, or similar process in excess of One Hundred
Thousand ($100,000) Dollars in the aggregate shall be entered or filed against the Company or any of its properties or other assets
and shall remain unpaid, unvacated, unbonded or unstayed for a period of sixty (60) days or in any event later than five (5) days
prior to the date of any proposed sale thereunder; or



 


Bankruptcy, reorganization, insolvency
or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors shall
be instituted by or against the Company and, if instituted against the Company, shall not be dismissed within sixty (60) days after
such institution or the Company shall by any action or answer approve of, consent to, or acquiesce in any such proceedings or admit
the material allegations of, or default in answering a petition filed in any such proceeding; or


 


The Company shall have its Common
Stock suspended or delisted from an exchange or over-the-counter market from trading for in excess of five trading days.


 


Then, or at any time thereafter,
and in each and every such case, unless such Event of Default shall have been waived in writing by the Holder (which waiver shall
not be deemed to be a waiver of any subsequent default) at the option of the Holder and in the Holder's sole discretion, the Holder
may consider all obligations under this Note immediately due and payable within five (5) days of notice, without presentment, demand,
protest or notice of any kinds, all of which are hereby expressly waived, anything herein or in any note or other instruments contained
to the contrary notwithstanding, and the Holder may immediately enforce any and all of the Holder's rights and remedies provided
herein or any other rights or remedies afforded by law.


 


		8)	If one or more of the "Events of Default" as described above shall occur, the Company
agrees to pay all costs and expenses, including reasonable attorney's fees, which the Holder may incur in collecting any amount
due under, or enforcing any terms of, this Note.



 


		9)	Prepayment. At any time that the Note remains outstanding, upon three (3) business
days' written notice (the "Prepayment Notice") to the Holder, the Company may pay 150% of the entire Outstanding Principal
Amount of the Note plus any accrued but unpaid Interest. If the Company gives written notice of prepayment, the Holder continues
to have the right to convert principal and interest on the Note into Conversion Shares until three (3) business days elapses from
the Prepayment Notice.



 


 


 




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		10)	The Company covenants that until all amounts due under this Note are paid in full, by conversion
or otherwise, unless waived by the Holder or subsequent Holder in writing, the Company shall:



 


give prompt written notice
to the Holder of any Event of Default or of any other matter which has resulted in, or could reasonably be expected to result in
a materially adverse change in its financial condition or operations;


 


give prompt notice to the
Holder of any claim, action or proceeding which, in the event of any unfavorable outcome, would or could reasonably be expected
to have a Material Adverse Effect (as defined in the Note Purchase Agreement) on the financial condition of the Company;


 


at all times reserve and
keep available out of its authorized but unissued Common Stock, for the purpose of effecting the conversion of this Note into Common
Stock, such number of its duly authorized shares of Common Stock as shall from time to time be sufficient to effect the conversion
of the Outstanding Principal Amount of this Note into Common Stock.


 


		11)	Upon receipt by the Company of evidence from the Holder reasonably satisfactory to the Company
of the loss, theft, destruction or mutilation of this Note,



 


		a.	in the case of loss, theft or destruction, upon provision of indemnity reasonably
satisfactory to it and/or its transfer agent, or



 


		b.	(ii) in the case of mutilation, upon surrender and cancellation of this
Note, then the Company at its expense will execute and deliver to the Holder a new Note, dated the date of the lost, stolen, destroyed
or mutilated Note, and evidencing the outstanding and unpaid principal amount of the lost, stolen, destroyed or mutilated Note.



 


		12)	Reservation of Shares. Maker shall instruct its transfer agent to reserve at least Two Hundred
Million (200,000,000) shares of its Common Stock for issuance to Holder in connection with conversion of this Note, and shall provide
Holder with a copy of such instruction letter.



 


 


 




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		13)	The Holder may not convert this Note to the extent such conversion would result in the Holder,
together with any affiliate thereof, beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and
the rules promulgated thereunder) in excess of 9.99% of the then issued and outstanding shares of Common Stock held by such Holder
after application of this Section. Since the Holder will not be obligated to report to the Company the number of shares of Common
Stock it may hold at the time of a conversion hereunder, unless the conversion at issue would result in the issuance of shares
of Common Stock in excess of 9.99% of the then outstanding shares of Common Stock without regard to any other shares which may
be beneficially owned by the Holder or an affiliate thereof, the Holder shall have the authority and obligation to determine whether
the restriction contained in this Section will limit any particular conversion hereunder and to the extent that the Holder determines
that the limitation contained in this Section applies, the determination of which portion of the principal amount of Note are convertible
shall be the responsibility and obligation of the Holder. If the Holder has delivered a Conversion Notice for a principal amount
of Note that would result in the issuance of in excess of the permitted amount hereunder, without regard to any other shares that
the Holder or its affiliates may beneficially own, the Company shall notify the Holder of this fact and shall honor the conversion
for the maximum principal amount permitted to be converted on such Conversion Date and, at the option of the Holder, either retain
any principal amount tendered for conversion in excess of the permitted amount hereunder for future conversions or return such
excess principal amount to the Holder. The provisions of this Section may be waived by a Holder (but only as to itself and not
to any other Holder) upon not less than 65 days prior notice to the Company.



 


 


IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed by an officer thereunto duly authorized, as of the date first written above.


 


WORTHINGTON ENERGY, INC.


 


 


By: /s/  Charles Volk      


 


Charles Volk, Chief Executive Officer


 


 


 


 


 




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Exhibit B.


 


NOTICE OF CONVERSION


 


The undersigned hereby elects to convert
$_______________ principal amount (plus accrued interest) of this Note into Shares of Common Stock of WORTHINGTON ENERGY, INC.
(the "Company"), as of the date written below. No fee will be charged to the Holder or Holder's Custodian for
any conversion, except for transfer taxes, if any.


 


Box Checked as to applicable instructions:


 


	*	The Borrower shall electronically transmit the Common Stock issuable pursuant to this Notice of Conversion to the account of the undersigned or its nominee with DTC through its Deposit Withdrawal Agent Commission system ("DWAC Transfer").


 


	 	Name of DTC Prime Broker:	 	 
	 	 	 	 
	 	Account Number:	 	 


 


	*	The undersigned hereby requests that the Borrower issue a certificate or certificates for the number of shares of Common Stock set forth below (which numbers are based on the Holder's calculation attached hereto) in the name(s) specified immediately below:


 


 


	Tarpon Bay Partners LLC	 	 
	 	 	 
	Date of Conversion:	 	 
	 	 	 
	Conversion Price:	 	 
	 	 	 
	Shares to Be Delivered:	 	 
	 	 	 
	Is this Conversion Below 9.99%: 	Yes	No	 
	 	 	 
	Remaining Principal Balance Due 	 	 
	 	 	 
	Signature	/s/ Stephen Hicks	 
	 	 	 
	Print Name:	Stephen Hicks	 
	 	 	 	 


 


 







 


 



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