BOARD OF DIRECTORS
Paxton Energy, Inc.
THIS AGREEMENT ("Agreement") is made to be effective as of the 1 st day of April, 2010 (the “Effective
Date”) between Paxton Energy, Inc ., a Nevada corporation (“Company”), and Clifford Henry (“Director”).
R E C I T A L S
A. Paxton (OTC BB: PXTE), whose principal office is located in Carson City, Nevada, is a small oil and
gas exploration and production company.
B. On or about March 17, 2010 Charles F. Volk, Jr. and Company executed an agreement (“Change of
Control Agreement”), which provides for a change of control of Paxton, contemplates an infusion of capital and
acquisition of producing and non-producing oil and gas properties, and replaces the existing directors of
Company with three new directors.
C. The Change of Control Agreement also contemplates, subject to approval of the stockholders of
Company: (i) a reverse 1-for-3 stock split of the Company’s presently outstanding 23,586,139 shares of
common stock, which would reduce the outstanding shares to 7,862,046 shares, and (ii) should the stockholders
approve the 1-for-3 reverse stock split, following the issuance of approximately 15,001,630 shares of common
stock to persons described in the Change of Control Agreement (including 300,000 shares to Director) -
increasing the number of outstanding shares of common stock to approximately 22,900,000 shares of common
stock - a second reverse 1-for-2.3 stock split of our then-issued and outstanding shares of common stock, which
would reduce the number of outstanding shares of our common stock to approximately 10,000,000 shares. The
shares of common stock outstanding following both of these reverse stock splits are referred to as “Post-Both
D. On March 17, 2010, Director was appointed a member of the board of directors of Company (the
“Board”) by vote of the Board to fill a vacancy on the board of directors as provided in the Bylaws of Company.