Item 3.02 Unregistered Sales of Equity Securities.

On September 7, 2012, Recovery Energy, Inc. (the "Company") granted a three-year warrant (the "Warrant") to purchase 600,000 shares of common stock of the Company at an exercise price of $5.00 per share (or $3,000,000 in the aggregate) in exchange for certain financial advisory and investment and/or investment banking services. One-sixth of the Warrants vested immediately upon grant, one-sixth of the Warrants will vest on October 15, 2012 and the remaining Warrants will vest ratably at the end of each of the next four thirty-day periods thereafter.

Neither the Warrants nor the shares of common stock into which the Warrants are convertible are registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state. The Warrants were issued in reliance on the exemption from registration afforded by Section 4(2) of the Securities Act and corresponding provisions of state securities laws which exempt transactions by an issuer not involving any public offering.

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