PEDEVCO CORP.Stock Option Agreement • October 10th, 2012 • Pedevco Corp • Oil & gas field exploration services • Texas
Unless otherwise defined herein, the terms in the Stock Option Agreement (the “Option Agreement”) have the same meanings as defined in the PEDEVCO Corp. (formerly Blast Energy Services, Inc.) 2012 Equity Incentive Plan (the “Plan”).
PACIFIC ENERGY DEVELOPMENT CORP. STOCK OPTION AGREEMENTStock Option Agreement • October 10th, 2012 • Pedevco Corp • Oil & gas field exploration services • California
This Stock Option Agreement (this “Agreement”) is entered into as of the _____ day of ______________, between Pacific Energy Development Corp., a Nevada corporation (the “Company”), and _____________________ (“Optionee”).
EXECUTIVE EMPLOYMENT AGREEMENTEmployment Agreement • October 10th, 2012 • Pedevco Corp • Oil & gas field exploration services • California
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.
ContractPedevco Corp • October 10th, 2012 • Oil & gas field exploration services • California
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE LAWS, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION, OR SUCH TRANSACTION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND LAWS, SUCH COMPLIANCE, AT THE OPTION OF THE CORPORATION, TO BE EVIDENCED BY AN OPINION OF THE WARRANT HOLDER’S COUNSEL, ACCEPTABLE TO THE CORPORATION, THAT NO VIOLATION OF SUCH REGISTRATION PROVISIONS WOULD RESULT FROM ANY PROPOSED TRANSFER OR ASSIGNMENT.
February 29, 2012Stock Purchase Agreement • October 10th, 2012 • Pedevco Corp • Oil & gas field exploration services
PACIFIC ENERGY TECHNOLOGY SERVICES, LLC OPERATING AGREEMENT by and between PACIFIC ENERGY DEVELOPMENT CORP. and SOUTH TEXAS RESERVOIR ALLIANCE LLC Dated as of October 4, 2012Operating Agreement • October 10th, 2012 • Pedevco Corp • Oil & gas field exploration services • Nevada
This OPERATING AGREEMENT (“Agreement”) is entered into effective as of October 4, 2012 (the “Effective Date”) between and among PACIFIC ENERGY TECHNNOLOGY SERVICES, LLC, a limited liability company organized and existing under the laws of the State of Nevada, United States of America, and having its principal office at 4125 Blackhawk Plaza Circle, Suite 201, Danville, CA 94506, United States of America (“PETS” or the “Company”), PACIFIC ENERGY DEVELOPMENT CORP., a company organized and existing under the laws of the State of Nevada, United States of America, and having its principal office at Suite 201, 4125 Blackhawk Plaza Circle, Suite 201A, Danville, California 94506, United States of America (“PEDCO”), and SOUTH TEXAS RESERVOIR ALLIANCE, LLC, a limited liability company organized and existing under the laws of the State of Delaware, and having its principal office at 1416 Campbell Road, Building B, Suite 204, Houston, Texas 77055 (“STXRA”). PEDCO and STXRA are referred to collectiv
Consulting AgreementConsulting Agreement • October 10th, 2012 • Pedevco Corp • Oil & gas field exploration services • Texas
This Consulting Agreement (“Agreement”), dated November 26, 2011 (the “Effective Date”), is executed by and between South Texas Reservoir Alliance LLC, a company organized under the laws of the State of Delaware (“STXRA”) and Condor Energy Technology LLC (“CONDOR”). STXRA and CONDOR may each be referred to as a “Party” herein, and together as the “Parties.”
Consulting AgreementConsulting Agreement • October 10th, 2012 • Pedevco Corp • Oil & gas field exploration services • Texas
This Consulting Agreement (“Agreement”) is entered into September 19, 2011 (the “Effective Date”), by and between Pacific Energy Development Corp. (“PEDCO”), located at 4125 Blackhawk Plaza Circle, Suite 201-A, Danville, CA 94506, and South Texas Reservoir Alliance LLC (“STXRA”), located at 1416 Campbell Rd, Building B, Suite 204, Houston, Texas 77055 (collectively referred to as “Parties” or “the Parties”).
ContractPedevco Corp • October 10th, 2012 • Oil & gas field exploration services • California
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE LAWS, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION, OR SUCH TRANSACTION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND LAWS, SUCH COMPLIANCE, AT THE OPTION OF THE CORPORATION, TO BE EVIDENCED BY AN OPINION OF THE WARRANT HOLDER’S COUNSEL, ACCEPTABLE TO THE CORPORATION, THAT NO VIOLATION OF SUCH REGISTRATION PROVISIONS WOULD RESULT FROM ANY PROPOSED TRANSFER OR ASSIGNMENT.
RESTRICTED STOCK GRANT AGREEMENTRestricted Stock Grant Agreement • October 10th, 2012 • Pedevco Corp • Oil & gas field exploration services • California
THIS RESTRICTED STOCK GRANT AGREEMENT (the “Agreement”) is entered into as of __________________ (the “Grant Date”), by and between Pacific Energy Development Corp., a Nevada corporation (the “Company”), and ___________________ (“Grantee”).
MEMBERSHIP INTEREST PURCHASE AGREEMENT Among MIE JURASSIC ENERGY CORPORATION PACIFIC ENERGY DEVELOPMENT CORP. And WHITE HAWK PETROLEUM, LLC Dated May 23, 2012Membership Interest Purchase Agreement • October 10th, 2012 • Pedevco Corp • Oil & gas field exploration services • Texas
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of May 23, 2012 (the “Effective Date”), by and among MIE Jurassic Energy Corporation, a Cayman Islands corporation (“Purchaser”), Pacific Energy Development Corp., a Nevada corporation (“Seller”), and White Hawk Petroleum, LLC, a Nevada limited liability company (the “Company”). Seller, Purchaser and the Company are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
WHITE HAWK PETROLEUM, LLC AMENDED AND RESTATED OPERATING AGREEMENT by and between MIE JURASSIC ENERGY CORPORATION and PACIFIC ENERGY DEVELOPMENT CORP. Dated as of May 23, 2012Amended and Restated Operating Agreement • October 10th, 2012 • Pedevco Corp • Oil & gas field exploration services • Nevada
This AMENDED AND RESTATED OPERATING AGREEMENT (“Agreement”) is entered into effective as of May 23, 2012 (the “Effective Date”) between and among WHITE HAWK PETROLEUM, LLC, a limited liability company organized and existing under the laws of the State of Nevada, United States of America, and having its principal office at 4125 Blackhawk Plaza Circle, Suite 201A, Danville, CA 94506, United States of America (“White Hawk” or the “Company”), PACIFIC ENERGY DEVELOPMENT CORP., a company organized and existing under the laws of the State of Nevada, United States of America, and having its principal office at Suite 201A, 4125 Blackhawk Plaza Circle, Suite 201A, Danville, California 94506, United States of America (“PEDCO”), and MIEJ JURASSIC ENERGY CORPORATION, a corporation validly incorporated and existing under the laws of Cayman Islands, and having its principal office at Suite 1501, Block C, Grand Palace, 5 Hui Zhong Road, Chaoyang District, Beijing 100101 P.R. China (“MIEJ”). PEDCO and
Agreement on Joint CooperationAgreement on Joint Cooperation • October 10th, 2012 • Pedevco Corp • Oil & gas field exploration services • Texas
This Agreement on Joint Cooperation (“Agreement”), dated April 27, 2011 (the “Effective Date”), is executed by and between South Texas Reservoir Alliance LLC, a company organized under the laws of the State of Delaware (“STXRA”), and Pacific Energy Development Company LLC, a company organized under the laws of the State of Nevada (“PEDCO”). STXRA and PEDCO may each be referred to as a “Party” herein, and together as the “Parties.”
EXHIBIT A PACIFIC ENERGY DEVELOPMENT CORP. SUBSCRIPTION AGREEMENT Series A Convertible Preferred Stock at $0.75 per ShareSubscription Agreement • October 10th, 2012 • Pedevco Corp • Oil & gas field exploration services • California
March 28, 2012Stock Purchase Agreement • October 10th, 2012 • Pedevco Corp • Oil & gas field exploration services
Reference is hereby made to that certain Stock Purchase Agreement (the “Purchase Agreement”), dated December 16, 2011, between Pacific Energy Development Corp., a Nevada corporation (“Buyer”), the shareholders (“Sellers”) of Excellong E&P-2, Inc., a Texas corporation (the “Corporation”), and Excellong, Inc., a Texas corporation (“Excellong”). Buyer, Sellers and Excellong are sometimes referred to herein individually, as a “Party” and collectively, as the “Parties.” All capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Purchase Agreement.
GAS PURCHASE CONTRACT Between CONDOR ENERGY TECHNOLOGY, LLC as Seller And DCP MIDSTREAM, LP as BuyerGas Purchase Contract • October 10th, 2012 • Pedevco Corp • Oil & gas field exploration services • Colorado
This Contract is entered into and effective as of June 1, 2012, between CONDOR ENERGY TECHNOLOGY, LLC (“Seller”) and DCP MIDSTREAM, LP (“Buyer”).
ContractPedevco Corp • October 10th, 2012 • Oil & gas field exploration services • California
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 OPINION OF COUNSEL SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY SUCH TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
February 9, 2012Stock Purchase Agreement • October 10th, 2012 • Pedevco Corp • Oil & gas field exploration services
Reference is hereby made to that certain Stock Purchase Agreement (the “Purchase Agreement”), dated December 16, 2011, between Pacific Energy Development Corp., a Nevada corporation (“PEDCO”), the shareholders (“Sellers”) of Excellong E&P-2, Inc., a Texas corporation (the “Corporation”), and Excellong, Inc., a Texas corporation (“Excellong”). PEDCO, Sellers and Excellong are sometimes referred to herein individually, as a “Party” and collectively, as the “Parties.” All capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Purchase Agreement.
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • October 10th, 2012 • Pedevco Corp • Oil & gas field exploration services • Texas
This CONSULTING SERVICES AGREEMENT (this “Agreement”) is entered into as of the Effective Date (as hereinafter defined) by Condor Energy Technology LLC, a Nevada limited liability company whose address is 4590 Deodar, PO Box 3540, Silver Springs, Nevada 89429 (“Condor”) and South Texas Reservoir Alliance LLC, a Delaware limited liability company whose address is 1416-B Campbell Rd, Suite 204, Houston, TX 77055 (“STXRA”).
OPERATING AGREEMENT by and among MIE JURASSIC ENERGY CORPORATION and PACIFIC ENERGY DEVELOPMENT CORP.Operating Agreement • October 10th, 2012 • Pedevco Corp • Oil & gas field exploration services • Nevada
This OPERATING AGREEMENT (“Agreement”) is entered into effective as of October 31, 2011 (the “Effective Date”) between and among CONDOR ENERGY TECHNOLOGY LLC, a company organized and existing under the laws of the State of Nevada, United States of America, and having its principal office at 3315 Highway 50, Silver Springs, Nevada 89429, United States of America (“CONDOR” or the “Company”), PACIFIC ENERGY DEVELOPMENT CORP., a company organized and existing under the laws of the State of Nevada, United States of America, and having its principal office at Suite 201A, 4125 Blackhawk Plaza Circle, Danville, California 94506, United States of America (“PEDCO”), and MIE JURASSIC ENERGY CORPORATION, a corporation validly incorporated and existing under the laws of Cayman Islands, and having its principal office at Suite 406, Block C, Grand Palace, 5 Hui Zhong Road, Chaoyang District, Beijing 100101 P.R. China (“MIE”). PEDCO and MIE are referred to collectively as the “Parties” and individuall
CONTRACT OPERATING SERVICES AGREEMENTContract Operating Services Agreement • October 10th, 2012 • Pedevco Corp • Oil & gas field exploration services • Texas
THIS CONTRACT OPERATING SERVICES AGREEMENT (this “Agreement”) made and entered into this 15th day of February, 2012, is by and between South Texas Reservoir Alliance LLC, a Delaware limited liability company (hereinafter “Contractor” or “STXRA”), and Condor Energy Technology LLC, a Nevada limited liability company (hereinafter “Owner” or “Condor”). Owner and Contractor may be referred to herein together, as the “Parties” and individually, as a “Party.”
September 21, 2012Pedevco Corp • October 10th, 2012 • Oil & gas field exploration services
Reference is hereby made to that certain Purchase and Sale Agreement (the “Purchase Agreement”), dated July 26, 2012, by and among Esenjay Oil & Gas, Ltd. (“Esenjay”), Winn Exploration Co., Inc. (“Winn”), Lacy Properties, Ltd. (“Lacy”), Crain Energy, Ltd. (“Crain”), Ravco, Inc. (“Ravco”), Arentee Investments (“Arentee”), and Schibi Oil & Gas, Ltd. (“Schibi”), as Sellers, and Condor Energy Technology LLC (“CONDOR”), as Buyer. Esenjay, Winn, Lacy, Crain, Ravco, Arentee, Schibi and CONDOR are sometimes referred to herein collectively, as the “Parties” or individually, as a “Party.” This Amendatory Letter Agreement No. 1 (this “Amendment”) sets forth the terms and conditions of the agreement among the Parties with regard to the above-referenced matter. All capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Purchase Agreement.
PACIFIC ENERGY DEVELOPMENT CORP.Stock Option Agreement • October 10th, 2012 • Pedevco Corp • Oil & gas field exploration services • California
Unless otherwise defined herein, the terms in the Stock Option Agreement (the “Option Agreement”) have the same meanings as defined in the Pacific Energy Development Corp. 2012 Equity Incentive Plan (the “Plan”).
