Pedevco Corp Sample Contracts

Pedevco Corp – PEDEVCO CORP. COMMON STOCK SUBSCRIPTION AGREEMENT Common Stock Shares (September 18th, 2019)
Pedevco Corp – PEDEVCO CORP. COMMON STOCK SUBSCRIPTION AGREEMENT Common Stock Shares (September 18th, 2019)
Pedevco Corp – PEDEVCO CORP. 2012 EQUITY INCENTIVE PLAN (As Amended) (August 29th, 2019)
Pedevco Corp – PEDEVCO CORP. COMMON STOCK SUBSCRIPTION AGREEMENT Common Stock Shares (August 12th, 2019)
Pedevco Corp – FIRST AMENDMENT TO PROMISSORY NOTE (March 4th, 2019)

THIS FIRST AMENDMENT TO PROMISSORY NOTE (the “First Amendment”) is executed and effective as of March 1, 2019 (the “Effective Date”) by and between PEDEVCO CORP., a Texas corporation (“Company”), and SK Energy, LLC, a Delaware limited liability company (“Holder”). Capitalized terms used below and otherwise not defined herein shall have the meanings given to them in the Note (as defined below).

Pedevco Corp – FIRST AMENDMENT TO CONVERTIBLE PROMISSORY NOTES (February 19th, 2019)

THIS FIRST AMENDMENT TO CONVERTIBLE PROMISSORY NOTES (the “First Amendment”) is executed and effective as of February 15, 2019 (the “Effective Date”) by and between PEDEVCO CORP., a Texas corporation (“Company”), and SK Energy, LLC, a Delaware limited liability company (“Holder”). Capitalized terms used below and otherwise not defined herein shall have the meanings given to them in the Notes (as defined below).

Pedevco Corp – Pacific Energy Development Enters Agreement to Acquire 22,000 Acres in Permian Basin and Raises $15 Million Expands Development Plan and Provides Drilling Update (January 14th, 2019)

Houston, Texas, January 14, 2019 – PEDEVCO Corp. d/b/a Pacific Energy Development (NYSE American: PED) (the “Company”) reported today that it has entered into an agreement to acquire from a private operator approximately 22,000 leasehold acres in the Permian Basin, with closing scheduled to occur on or about February 1, 2019, subject to satisfaction of closing conditions. These assets are located in the San Andres play on the Northwest Shelf of the Permian Basin situated in eastern New Mexico and are contiguous with the Company’s Chaveroo field acquired in September 2018. The acquisition includes one producing horizontal well and several wells capable of producing that, with some remedial work, are expected to increase production from this asset to above 100 BOPD, as well as a salt water disposal well capable of satisfying the acquired asset’s intermediate-term development needs. Following closing, the Company plans to commence drilling a new horizontal well on this acreage before Marc

Pedevco Corp – PURCHASE AND SALE AGREEMENT BETWEEN MANZANO, LLC AND MANZANO ENERGY PARTNERS II, LLC AS SELLER AND PACIFIC ENERGY DEVELOPMENT CORPORATION AS BUYER January 11, 2019 (January 14th, 2019)

This Purchase and Sale Agreement (this “Agreement”) is made and entered into this 11th day of January, 2019, by and between MANZANO, LLC, a New Mexico limited liability company, and MANZANO ENERGY PARTNERS II, LLC, a Delaware limited liability company (collectively "Seller"); and PACIFIC ENERGY DEVELOPMENT CORPORATION, a Nevada corporation (“Buyer”). Buyer and Seller are collectively referred to herein as the “Parties”, and are sometimes referred to individually as a “Party.”

Pedevco Corp – Contract (January 14th, 2019)

THIS NOTE, AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE (THE “SECURITIES”) HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT” OR THE “SECURITIES ACT”) SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR (ii) RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER NOR IS IN VIOLATION OF ANY APPLICABLE STATE SECURITIES LAWS. THIS LEGEND SHALL BE ENDORSED UPON ANY NOTE ISSUED IN EXCHANGE FOR THIS NOTE AND ANY SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE (EXCEPT AS OTHERWISE PROVIDED BELOW).

Pedevco Corp – SEPARATION AND GENERAL RELEASE AGREEMENT (January 4th, 2019)

I agree and acknowledge that effective as of 5:00 PM (Pacific) on December 31, 2018 (the “Separation Date”), my employment with the Company shall be considered mutually terminated by the parties. This Release Agreement is given in consideration of the Severance Benefits described below. I understand the Severance Benefits are additional benefits for which I am not eligible unless I elect to sign this Agreement. I agree that this Agreement is not given in return for the payment of any wages undisputedly due or owing. I also understand and agree that I will not be entitled to such consideration if I accept an offer with PEDEVCO or with an affiliated or related Company or a successor to PEDEVCO or any of its affiliated or related Companies prior to the payment of such Severance Benefits.

Pedevco Corp – CONSULTING AGREEMENT (January 4th, 2019)

This Agreement is made and entered into, as of January 1, 2019 (“Effective Date”), by and between PEDEVCO Corp., a Texas corporation (“Company”), having a principal place of business at 1250 Wood Branch Park Dr., Suite 400, Houston, Texas 77079 and Gregory Overholtzer, a(n) X individual, partnership, limited liability partnership, corporation, limited liability company (check the appropriate box) of the State of California, having a principal place of business at 562 Karina Court, San Ramon, CA 94582 (“Consultant”).

Pedevco Corp – PEDEVCO CORP. UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION (November 14th, 2018)

The following unaudited pro forma combined financial information reflects the financial statements of approximately 23,000 net acres of oil and gas properties located in the San Andres play in the Permian Basin situated in west Texas and eastern New Mexico, acquired by PEDEVCO Corp.’s (the “Company’s”, “Pedevco’s” and “our”) wholly-owned subsidiary, Pacific Energy Development Corp. (“PEDCO”) on August 31, 2018 and effective September 1, 2018 (the “Acquisition”). This Acquisition is described further below.

Pedevco Corp – PEDEVCO CORP. FINANCIAL STATEMENTS OF OIL AND GAS PROPERTIES ACQUIRED (November 14th, 2018)

On August 31, 2018, PEDEVCO Corp. (“PEDEVCO”, the “Company”, “we” and “us”)(through our wholly-owned subsidiary, Pacific Energy Development Corp. (“PEDCO”)) closed a Purchase and Sale Agreement with Milnesand Minerals Inc., a Delaware corporation, Chaveroo Minerals Inc., a Delaware corporation, Ridgeway Arizona Oil Corp., an Arizona corporation (“RAOC”), and EOR Operating Company, a Texas corporation (“EOR”)(collectively, “Seller”)(the “Purchase Agreement”). The effective date of the acquisition was September 1, 2018. Pursuant to the Purchase Agreement, PEDCO acquired approximately 23,000 net leasehold acres, current operated production, and all of Seller’s leases and related rights, oil and gas and other wells, equipment, easements, contract rights, and production associated with such acquired acres (collectively, the “Acquired Assets” or “Oil and Gas Properties Acquired”). The Assets are located in the San Andres play in the Permian Basin situated in west Texas and eastern New Mexico

Pedevco Corp – PEDEVCO CORP. 2012 EQUITY INCENTIVE PLAN (As Amended) (September 27th, 2018)
Pedevco Corp – AGREEMENT (September 10th, 2018)

THIS AGREEMENT is made effective as of September 6, 2018 (the “Effective Date”), by and Global Venture Investments Inc. (“GVEST” or “Consultant”), a Washington corporation, and Pacific Energy Development Corp. (“Company”).

Pedevco Corp – SEPARATION AND GENERAL RELEASE AGREEMENT (September 10th, 2018)

This Release Agreement is given in consideration of the Severance Benefits described below. I understand the Severance Benefits are additional benefits for which I am not eligible unless I elect to sign this Agreement. I agree that this Agreement is not given in return for the payment of any wages undisputedly due or owing. I also understand and agree that I will not be entitled to such consideration if I accept an offer with PEDEVCO or with an affiliated or related Company or a successor to PEDEVCO or any of its affiliated or related Companies prior to the payment of such Severance Benefits.

Pedevco Corp – STOCK PURCHASE AGREEMENT (August 1st, 2018)

THIS STOCK PURCHASE AGREEMENT, dated as of August 1, 2018 (the “Agreement”), is by and among Pacific Energy Development Corp. (“Buyer”), a Nevada corporation and wholly-owned subsidiary of PEDEVCO Corp., a Texas corporation, and Hunter Oil Production Corp., a Florida corporation (the “Shareholder”).

Pedevco Corp – PURCHASE AND SALE AGREEMENT (August 1st, 2018)

This Purchase and Sale Agreement (this “Agreement”) is made as of August 1, 2018 (the “Execution Date”) by and between Milnesand Minerals Inc., a Delaware corporation, Chaveroo Minerals Inc., a Delaware corporation, Ridgeway Arizona Oil Corp., an Arizona corporation, and EOR Operating Company, a Texas corporation (collectively “Seller”), and Pacific Energy Development Corp. (“Purchaser”), a Nevada corporation and wholly-owned subsidiary of PEDEVCO Corp., a Texas corporation. Seller and Purchaser are sometimes referred to in this Agreement collectively as the “Parties” and individually as a “Party.”

Pedevco Corp – Contract (August 1st, 2018)

THIS NOTE, AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE (THE “SECURITIES”) HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT” OR THE “SECURITIES ACT”) SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR (ii) RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER NOR IS IN VIOLATION OF ANY APPLICABLE STATE SECURITIES LAWS. THIS LEGEND SHALL BE ENDORSED UPON ANY NOTE ISSUED IN EXCHANGE FOR THIS NOTE AND ANY SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE (EXCEPT AS OTHERWISE PROVIDED BELOW).

Pedevco Corp – Form 426 (Revised 05/11) Return in duplicate to: Secretary of State P.O. Box 13697 Austin, TX 78711-3697 512 463-5555 FAX: 512/463-5709 Filing Fee: $15 This space reserved for office use Resolution Relating to a Series of Shares Entity Information The name of the corporation is: PEDEVCO CORP. State the name of the entity as currently shown in the records of the secretary of state. The file number issued to the filing entity by the secretary of state is: 0800949748 Copy of Resolution (Please check only one box.) (June 26th, 2018)
Pedevco Corp – Contract (June 26th, 2018)

NEITHER THIS WARRANT NOR ANY OF THE SECURITIES ISSUABLE UPON ITS EXERCISE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND SUCH SECURITIES MAY NOT BE TRANSFERRED UNLESS COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES.

Pedevco Corp – INDEPENDENT CONTRACTOR AGREEMENT (May 11th, 2018)

This Independent Contractor Agreement (“Agreement”) is entered into on May 10, 2018 (the “Effective Date”), by and between PEDEVCO Corp. (the “Company”), located at 4125 Blackhawk Plaza Circle, Suite 201, Danville, CA 94506, and Michael L. Peterson, an individual (the “Contractor”) (collectively referred to as “Parties” or “the Parties”).

Pedevco Corp – EXECUTIVE EMPLOYMENT AGREEMENT (May 11th, 2018)

I, Frank C. Ingriselli, agree to the terms and conditions of employment with Pacific Energy Development Corp. (“Company”) set forth in this Employment Agreement (“Agreement”). This Agreement supersedes all previous agreements, promises, representations, understandings and negotiations between the parties, whether written or oral, with respect to the subject matter hereof.

Pedevco Corp – PEDEVCO CORP. COMMON STOCK RESCISSION AGREEMENT (December 29th, 2017)

This Common Stock Rescission Agreement (the “Agreement”) is made as of December 28, 2017 by and between PEDEVCO Corp., a Texas corporation (the “Company”), and David Z. Steinberg (“Recipient”).

Pedevco Corp – PEDEVCO CORP. 2012 EQUITY INCENTIVE PLAN (As Amended) (December 28th, 2017)
Pedevco Corp – Pacific Energy Development Announces Entry into Significant Equity Funding and Company Restructuring Agreement (August 18th, 2017)

August 18, 2017 – PEDEVCO Corp. d/b/a Pacific Energy Development (NYSE American: PED) (the “Company”), announced today that it has entered into a definitive subscription agreement to receive $12 million in equity financing as part of the previously announced company restructuring. A Hong Kong investment group (the “Equity Investors”) led by investor Dragon Gem Limited has agreed to the terms of the restructuring whereby approximately $61 million of the Company’s debt will be converted into common stock of the Company, leaving only the current $5.8 million of senior secured debt but with a lower interest rate, no sweep or payments due until May, 2019. Both the Equity Investors and converting note holders will receive Series B Preferred Stock for their investment at closing and, upon receipt of Company shareholder and NYSE American additional listing approval, the Series B Preferred Stock will be convertible into common stock of the Company, with the Company’s issued and outstanding capi

Pedevco Corp – PEDEVCO CORP. SERIES B CONVERTIBLE PREFERRED STOCK AND WARRANT SUBSCRIPTION AGREEMENT Series B Convertible Preferred Stock Shares and Warrants (August 18th, 2017)
Pedevco Corp – Contract (August 18th, 2017)

NEITHER THIS WARRANT NOR ANY OF THE SECURITIES ISSUABLE UPON ITS EXERCISE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND SUCH SECURITIES MAY NOT BE TRANSFERRED UNLESS COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES.

Pedevco Corp – Pacific Energy Development Announces Entry into Letter of Intent (June 22nd, 2017)

June 22, 2017 – PEDEVCO Corp. d/b/a Pacific Energy Development (NYSE MKT: PED) (the “Company”), announced today that it has recently entered into a new non-binding letter of intent with a Hong Kong-based investor group who has expressed an interest in funding the development of the Company’s oil and gas assets and restructuring the Company’s debt. The Company has been in discussions with the investor since November, 2016, and in late April 2017, the Company and the investor prepared a draft term sheet which the Company presented to its senior lenders, along with the anticipated pro-forma model results of the restructuring, for consideration and approval to move forward. A conference call was held in early May 2017 between the Company, its lenders, and a representative of the investor, where the parties discussed in more detail the deal structure and short-term, intermediate-term and long-term plans of the Company and the investor, whose goal is to grow the Company into a larger institu

Pedevco Corp – Pacific Energy Development Announces Year End Results, Entry into Letter of Intent, and Reverse Stock Split (March 27th, 2017)

Danville, CA, Monday, March 27, 2017 – PEDEVCO Corp. d/b/a Pacific Energy Development (NYSE MKT: PED) reported today its year end results for 2016.

Pedevco Corp – PEDEVCO CORP. 2012 EQUITY INCENTIVE PLAN (As Amended) (December 28th, 2016)
Pedevco Corp – AMENDMENT TO THE BYLAWS OF PEDEVCO CORP. (October 21st, 2016)

Effective October 21, 2016, Section 3.8 of the Bylaws of PEDEVCO Corp. (the “Company”), as amended and restated to date, is hereby amended and restated in its entirety as follows:

Pedevco Corp – PEDEVCO Corp. Common Stock (par value $0.001 per share) At Market Issuance Sales Agreement (September 29th, 2016)

PEDEVCO Corp., a Texas corporation (the “Company”), confirms its agreement (this “Agreement”) with National Securities Corporation (“NSC”), as follows:

Pedevco Corp – VESTING AGREEMENT (August 11th, 2016)

THIS VESTING AGREEMENT (this “Agreement”) is entered into by and between PEDEVCO CORP., a Texas corporation (the “Company”), and DAVID Z. STEINBERG, an individual residing in New Jersey (the “Director”), effective as of July 14, 2016.

Pedevco Corp – AMENDMENT NO. 2 TO NOTE AND SECURITY AGREEMENT (May 17th, 2016)

This Amendment No. 2 to Note and Security Agreement (“Second Amendment”) is entered into as of May 12, 2016 (“Effective Date”), is by and among RJ CREDIT LLC, a Delaware limited liability company (“Lender”), and PEDEVCO CORP., a company organized and existing under the State of Texas (“Borrower”), collectively referred to hereinafter as the “Parties.”