PEDEVCO CORP (Form: 8-K, Received: 11/24/2015 16:16:42)

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT: November 24, 2015

DATE OF EARLIEST EVENT REPORTED: November 19, 2015

(Commission file number)

(Exact name of registrant as specified in its charter)

Texas	22-3755993
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

4125 Blackhawk Plaza Circle, Suite 201

Danville, California 94506

(Address of principal executive offices)

(Issuer’s telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

x	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On November 19, 2015, PEDEVCO Corp. and its wholly-owned operating subsidiary Red Hawk Petroleum, LLC (together, the “ Company ”), entered into a Letter Agreement (the “ Letter Agreement ”) with Dome Energy AB (“ Dome AB ”), Dome Energy, Inc., a wholly-owned subsidiary of Dome AB (“ Dome US ”), and VistaTex Energy LLC, a wholly-owned subsidiary of Dome US (“ VistaTex ,” and together with Dome AB and Dome US, “ Dome Energy ”), pursuant to which Dome Energy agreed to fully-fund the Company’s proportionate share of all working interest owner expenses with respect to eight (8) horizontal wells recently drilled and completed by a third party operator in the Wattenberg Area of Weld County, Colorado (the “ Wattenberg Wells ”). The Company has agreed to assign its interests in these Wattenberg Wells to Dome Energy, which wells will be fully-funded by Dome Energy in anticipation of the consummation of the Company’s planned combination with Dome Energy (the “ Reorganization ”) pursuant to that certain Agreement and Plan of Reorganization entered into by and among PEDEVCO Corp., PEDEVCO Acquisition Subsidiary, Inc., Dome AB and Dome US on May 21, 2015, as amended to date (the “ Reorganization Agreement ”). Upon closing of the planned Reorganization, the Wattenberg Wells will be assets of the combined post-Reorganization company.

In connection with the assignment of these well interests to Dome Energy, Dome Energy has issued a contingent promissory note to the Company, dated November 19, 2015 (the “ Dome Promissory Note ”), with a principal amount of up to $1.41 million, which note is due and payable by Dome AB to the Company within 30 days only in the event (x) the Reorganization Agreement is terminated, or (y) the Reorganization is successfully consummated but both the well assignments and all related well revenues have not been contributed by Dome AB to VistaTex or Dome US on or before the Reorganization closing date. If the Reorganization is consummated, and the well assignments and all related well revenues have been contributed to VistaTex or Dome US by Dome AB, then the Dome Promissory Note will not become payable and will be cancelled. The principal amount of the note is equal to the product of 0.14 multiplied by (A) the difference of (1) the PV-10 of the properties included in the wellbore assignments as of the effective date of the note, less (2) the drilling costs incurred through the effective date of the note, provided that the total principal amount will not exceed $1.41 million or be less than $250,000, depending upon certain variables, including oil prices, as of the effective date of the note. The “PV-10” as of the effective date will be calculated in accordance with calculations and methodologies agreed upon by the Company and Dome Energy as of the date of the Letter Agreement, and the drilling costs will be as invoiced by the third party operator for periods prior to the effective date. To guarantee prompt payment of the minimum principal amount that may become due and payable under the note, Dome AB has deposited $250,000 into an escrow account.

The Reorganization Agreement is disclosed in greater detail in Current Reports on Form 8-K filed by the Company with the Securities and Exchange Commission on May 26, 2015, July 20, 2015, and September 1, 2015.

The Company and Dome Energy continue to move forward with the transactions contemplated by the Reorganization Agreement, as amended, including the preparation of a registration statement containing a proxy statement/prospectus with the Securities and Exchange Commission (the “ SEC ”), provided that because the closing of the transactions contemplated by the Reorganization Agreement is subject to various closing conditions, described in greater detail in the May 26, 2015, Form 8-K, no assurance can be made that the transactions contemplated by the Reorganization Agreement, as amended, will be completed.

The foregoing description of the Letter Agreement and the Dome Promissory Note do not purport to be complete and are qualified in their entirety by reference to the Letter Agreement and Dome Promissory Note, copies of which are attached as Exhibits 10.1 and 10.2 , respectively, to this Current Report on Form 8-K and incorporated herein by reference.

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit No.	Description
10.1*	Letter Agreement, dated November 19, 2015, by and among PEDEVCO Corp., Dome Energy AB, Dome Energy, Inc., and VistaTex Energy LLC
10.2*	Contingent Promissory Note, dated November 19, 2015, issued by Dome Energy AB to Red Hawk Petroleum, LLC

Important Information

In connection with the proposed business combination between PEDEVCO Corp. (“ PEDEVCO ”) and Dome Energy, Inc., a wholly-owned subsidiary of DOME Energy AB (“ Dome Energy ”), PEDEVCO currently intends to file a registration statement containing a proxy statement/prospectus with the Securities and Exchange Commission (the “ SEC ”). This communication is not a substitute for any proxy statement, registration statement, proxy statement/prospectus or other document PEDEVCO may file with the SEC in connection with the proposed transaction. Prospective investors are urged to read the registration statement and the proxy statement/prospectus, when filed as it will contain important information. Any definitive proxy statement(s) (if and when available) will be mailed to stockholders of PEDEVCO and Dome Energy (as applicable). Prospective investors may obtain free copies of the registration statement and the proxy statement/prospectus, when filed, as well as other filings containing information about PEDEVCO, without charge, at the SEC’s website (www.sec.gov). Copies of PEDEVCO’s SEC filings may also be obtained from PEDEVCO without charge at PEDEVCO’s website (www.pacificenergydevelopment.com) or by directing a request to PEDEVCO at (855) 733-3826. This document does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

INVESTORS SHOULD READ THE PROSPECTUS/PROXY STATEMENT AND OTHER DOCUMENTS TO BE FILED WITH THE SEC CAREFULLY BEFORE MAKING A DECISION CONCERNING THE MERGER.

Participants in Solicitation

PEDEVCO and its directors and executive officers and other members of management and employees are potential participants in the solicitation of proxies in respect of the proposed merger. Information regarding PEDEVCO’s directors and executive officers is available in PEDEVCO’s Annual Report on Form 10-K for the year ended December 31, 2014, filed with the SEC on March 31, 2015 and PEDEVCO Corp.’s definitive proxy statement on Schedule 14A, filed with the SEC on August 25, 2015. Additional information regarding the interests of such potential participants will be included in the registration statement and proxy statement/prospectus to be filed with the SEC by PEDEVCO and Dome Energy in connection with the proposed combination transaction and in other relevant documents filed by PEDEVCO with the SEC. These documents can be obtained free of charge from the sources indicated above. Additional information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.

Forward Looking Statements

Certain statements in this communication regarding the proposed transaction between PEDEVCO and Dome Energy are “ forward-looking ” statements. The words “ anticipate, ” “ believe, ” “ ensure, ” “ expect, ” “ if, ” “ intend, ” “ estimate, ” “ probable, ” “ project, ” “ forecasts, ” “ predict, ” “ outlook, ” “ aim, ” “ will, ” “ could, ” “ should, ” “ would, ” “ potential, ” “ may, ” “ might, ” “ anticipate, ” “ likely ” “ plan, ” “ positioned, ” “ strategy, ” and similar expressions, and the negative thereof, are intended to identify forward-looking statements. These forward-looking statements, which are subject to risks, uncertainties and assumptions about PEDEVCO and Dome Energy, may include projections of their respective future financial performance, their respective anticipated growth strategies and anticipated trends in their respective businesses. These statements are only predictions based on current expectations and projections about future events. There are important factors that could cause actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements, including the risk factors set forth in PEDEVCO’s most recent reports on Form 10-K, Form 10-Q and other documents on file with the SEC and the factors given below:

• termination of the proposed combination by either party subject to the terms of the Agreement and Plan of Reorganization;

• failure to obtain the approval of the shareholders of PEDEVCO or Dome in connection with the proposed transaction;

• the failure to consummate or delay in consummating the proposed transaction for other reasons;

• the timing to consummate the proposed transaction;

• the risk that a condition to closing of the proposed transaction may not be satisfied;

• the risk that PEDEVCO will be required to pay a $1 million termination fee;

• the risk that a regulatory approval that may be required for the proposed transaction is delayed, is not obtained, or is obtained subject to conditions that are not anticipated;

• PEDEVCO’s ability to achieve the synergies and value creation contemplated by the proposed transaction;

• the ability of PEDEVCO to effectively integrate Dome’s operations; and

• the diversion of management time on transaction-related issues.

PEDEVCO’s forward-looking statements are based on assumptions that PEDEVCO believes to be reasonable but that may not prove to be accurate. PEDEVCO cannot guarantee future results, level of activity, performance or achievements. Moreover, PEDEVCO does not assume responsibility for the accuracy and completeness of any of these forward-looking statements. PEDEVCO assumes no obligation to update or revise any forward-looking statements as a result of new information, future events or otherwise, except as may be required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	PEDEVCO CORP.

Date: November 24, 2015	By:	/s/ Frank C. Ingriselli
		Frank C. Ingriselli
		Chairman and Chief Executive Officer

Exhibit No.	Description
10.1*	Letter Agreement, dated November 19, 2015, by and among PEDEVCO Corp., Dome Energy AB, Dome Energy, Inc., and VistaTex Energy LLC
10.2*	Contingent Promissory Note, dated November 19, 2015, issued by Dome Energy AB to Red Hawk Petroleum, LLC

6363 Woodway, Suite 1025

Houston Texas, 77057

Attn: Mr. Paul Morch, CEO

Re:	Wellbore Assignment
	Bonanza Creek Well Proposals
	Township 5 North, Range 61 West, 6 th P.M., Section 28: SW4
	Township 5 North, Range 62 West, 6 th P.M., Section 1: SE/4SE/4
	Weld County, Colorado

This letter agreement (this “ Agreement ”) upon execution and acceptance, as hereinafter provided, shall evidence the agreement between PEDEVCO Corp., a Texas corporation (“ PEDEVCO ”), Red Hawk Petroleum, LLC, a Nevada limited liability company and wholly-owned subsidiary of PEDEVCO (“ Red Hawk ”), Dome Energy AB, a Swedish corporation (“ Dome ”), Dome Energy, Inc., a Texas corporation and wholly-owned subsidiary of Dome (“ Dome US ”), and VistaTex Energy LLC, a wholly-owned direct subsidiary of Dome US (“ VistaTex ”). PEDEVCO, Red Hawk, Dome, Dome US and VistaTex are referred to herein, individually, as a “ Party ,” and collectively referred to herein as the “ Parties .”

A.	Red Hawk owns interests in, to and under certain oil and gas leasehold estates located in Township 5 North, Range 61 West, 6 th P.M., Section 28, and Township 5 North, Range 62 West, 6 th P.M., Section 1, in Weld County, Colorado (the “ Leases ”).

Red Hawk has received written proposals from Bonanza Creek Energy Operating Company, LLC (“ Bonanza Creek ”) which contemplate the drilling and completion of eight (8) wells on the lands covered by the Leases, which proposals include Election and Participation Forms, AFEs and Joint Operating Agreements for execution and return by Red Hawk if Red Hawk desires to participate in each of the proposed wells (the “ BC Well Proposals ”).

PEDEVCO, Dome, and respective subsidiaries thereof, are parties to an Agreement and Plan of Reorganization, dated May 21, 2015, as amended (the “ Merger Agreement ”), which contemplates the acquisition by PEDEVCO, as the surviving entity of PEDEVCO’s merger with Dome US, of substantially all of the assets of Dome US, including Dome US’ ownership of 100% of the capital stock of VistaTex (the “ Merger ”). The Merger Agreement contemplates a closing of the Merger not later than November 19, 2015, subject to adjustment as provided under the Merger Agreement (as defined therein, the “ Closing Date ”).

D.	PEDEVCO desires that Red Hawk fully participate in the BC Well Proposals, and, accordingly, Red Hawk has fully-executed and delivered the BC Well Proposals to Bonanza Creek on or before the date hereof, indicating Red Hawk’s full participation in each of the Wells (as defined below).

In order to fund the obligations of Red Hawk pursuant to the BC Well Proposals, PEDEVCO and Dome desire that Red Hawk assign its interests in the wells proposed to be drilled pursuant to the BC Well Proposals (each individually, a “ Well ” and collectively, the “ Wells ”), to Dome, with Dome arranging for the full funding thereof, with the expectation that Dome will, prior to the Closing Date, and after all costs and expenses of drilling, completing and equipping each Well have been paid by Dome, assign such Wells to Dome US or to VistaTex, which in either case will result in such Wells being indirectly acquired by PEDEVCO upon consummation of the Merger.

Dome AB

Dome Energy, Inc.

VistaTex Energy, LLC

November 19, 2015

Page

F.	In acknowledgement of the forgoing and of the pending merger of PEDEVCO and Dome US as contemplated by the Merger Agreement, the Parties hereby agree as follows:

PEDEVCO and Red Hawk represent and warrant that (i) true, correct and complete copies of the documents comprising the BC Well Proposals (the “ BC Well Proposal Documents ”) and all invoices received from Bonanza Creek to date with respect to the BC Well Proposals (each, a “ BC Invoice ,” and together, the “ BC Invoices ”), have been delivered to Dome and (ii) Red Hawk is in compliance in all material respects with all of its obligations arising under the BC Well Proposal Documents. Following receipt by Red Hawk of written confirmation from Dome (such confirmation may be in the form of an email) that Dome has the funding in place to fully fund the obligations of Red Hawk pursuant to the BC Well Proposals consistent with the terms of this Agreement and on commercially reasonable terms, Red Hawk shall promptly execute, acknowledge and deliver the wellbore assignment (the “ Wellbore Assignment ”) substantially in the form attached as Exhibit B-1 hereto assigning certain interests described therein (the “ Interests” ). PEDEVCO and Red Hawk covenant that they will not amend or revise any of the BC Well Proposal Documents without the written consent of Dome.

It is agreed and acknowledged by PEDEVCO that Dome may convey to certain funding parties (the “ Funding Parties ”), in consideration of the Funding Parties’ furnishing some or all of the costs to drill, complete and equip for production each of the Wells, an overriding royalty interest (the “ Override ”), burdening the Interests, equal to a proportionate two percent (2%) of all oil, gas and other hydrocarbons produced, saved and sold from the interval covered by the Interests. The Override shall be free and clear of all costs of drilling, developing and operating the Wells, but shall be charged with its proportionate part of all production, severance, ad valorem and similar taxes. The Override shall be paid on the same basis as the landowner’s royalty under the applicable leases. The Override shall not be paid or accrued on production unavoidably lost, or used for operations, development or production purposes, including, repressuring or recycling operations or pressure maintenance, until the production is saved and sold. The Override shall be proportionately reduced, on a lease-by-lease basis, to the extent that the Interests cover less than the entire leasehold estate covering the land upon which each Well is located, and to the extent such lease covers less than the entire oil and gas fee mineral estate lying in and under the land covered by such lease.

As sole consideration for Red Hawk’s delivery of the Wellbore Assignment to Dome, (i) Dome shall issue to Red Hawk on the date hereof a contingent promissory note in the form attached hereto as Exhibit “A” (the “ Dome Note ”), with a principal amount of up to $1.41 million but not less than $250,000, which Dome Note shall be effective, due and payable if, but only if, (x) the Merger Agreement is terminated pursuant to Article IX of the Merger Agreement, and then it shall be payable within 30 days after such termination of the Merger Agreement, or (y) the Merger is consummated, all of the Wells have been drilled and completed and the Interests less the Override and Wellbore Revenues (defined below) have not been contributed by Dome to VistaTex or Dome US on or before the Closing Date, and (ii) upon delivery by Red Hawk to Dome of the Wellbore Assignment as duly executed by Red Hawk, Dome’s assumption of responsibility for and agreement to indemnify Red Hawk in respect of and against any fees, costs, expenses and other amounts that may become due or owing with respect to the Wells, including any and all amounts due or owing under the BC Invoices and thereafter with respect to such Wells. If (A) the transactions contemplated by the Merger Agreement are consummated in accordance with its terms, (B) the Interests subject to the Override have been contributed to Dome US or VistaTex on or before the Closing Date, and (C) the Wellbore Revenues have been contributed to Dome US or VistaTex on or before the Closing Date, the Dome Note shall not become due and payable and shall be cancelled as further set forth in the Dome Note. If the transactions contemplated by the Merger Agreement are not consummated in accordance with its terms, or if the transactions contemplated by the Merger Agreement are consummated in accordance with its terms but the Interests subject to the Override and the Wellbore Revenues have not been contributed to VistaTex by Dome or Dome US on or before the Closing Date, the principal amount of the Dome Note shall be up to $1.41 million but not less than $250,000, as calculated therein, and the Dome Note shall be effective, due and payable in accordance with its terms. For purposes of this Agreement, “ Wellbore Revenues ” shall mean, as of any time, any and all net revenues (net of Dome’s share of all costs and expenses pertaining to the Wells actually paid by Dome during the period that it owns the Wells) derived from the sale of oil, gas and other hydrocarbons from the Interests less the Override prior to such time.

Dome AB

Dome Energy, Inc.

VistaTex Energy, LLC

November 19, 2015

Page 3

Upon the delivery of the Wellbore Assignment from Red Hawk to Dome, Dome shall use commercially reasonable efforts to, prior to the Closing Date, and after all costs and expenses of drilling, completing and equipping all of the Wells have been paid by Dome, assign, transfer and convey the Interests subject to the Override to Dome US as a contribution to capital, and thereafter, Dome US shall use commercially reasonable efforts to then assign, transfer and convey the Interests subject to the Override to VistaTex as a contribution to capital. Upon Dome’s assignment of the Interests subject to the Override, together with all Wellbore Revenues, to Dome US or to VistaTex, Dome shall retain no interests therein. Any net revenues (including Wellbore Revenues) received by Dome or Dome US with respect to the Interests subject to the Override, shall be immediately contributed by Dome to Dome US, or Dome US to VistaTex, as applicable.

The Wellbore Assignment shall be in the form attached hereto as Exhibit “B1” and Exhibit “B2”. Red Hawk shall notify Bonanza Creek of the delivery to Dome of the Wellbore Assignment and instruct Bonanza Creek to bill Dome directly with respect to all BC Invoices and all subsequent expenses properly attributable to the owner of such Well pursuant to the BC Well Proposal Documents and the Wellbore Assignment, and to remit all revenues to Dome, related to the Wells and the Interests subject to the Override going forward. Contemporaneously with the delivery of the Wellbore Assignment, Red Hawk shall cause to be delivered to Dome releases of the applicable mortgages from its third party lenders, and all other liens, claims and encumbrances burdening the Interests arising by, through or under Red Hawk or PEDEVCO, but not otherwise. The parties shall use reasonable efforts, within three (3) days thereafter, to record such fully-executed mortgage and lien releases and the Wellbore Assignment with the County Clerk and Recorder of Weld County, Colorado.

Upon delivery to Dome of the Wellbore Assignment, Dome agrees to assume, bear and perform all the duties, obligations and liabilities arising pursuant to the applicable BC Well Proposal Documents and terms and conditions of the Wellbore Assignment. Thereafter, if Dome assigns a Well to Dome or to VistaTex, the assignee shall agree to assume, from and after the effective date of such assignment, all of the duties, obligations and liabilities arising pursuant to the joint operating agreement governing the operation of the Well and the terms and conditions of the Wellbore Assignment. For avoidance of doubt, immediately upon the delivery of the Wellbore Assignment, Dome shall be solely and wholly responsible and liable to Bonanza Creek, and shall indemnify PEDEVCO and Red Hawk for, all liabilities, costs and other expenses with respect to the Interests assigned hereunder, in each case pursuant to the BC Invoices and the other BC Well Proposal Documents, such that neither PEDEVCO nor Red Hawk shall have any liability to Bonanza Creek with respect thereto.

Dome AB

Dome Energy, Inc.

VistaTex Energy, LLC

November 19, 2015

Page 4

PEDEVCO and Red Hawk represent and warrant to Dome, Dome US and VistaTex that: (i) each is duly organized, validly existing and in good standing under the laws of Texas and Nevada, respectively; (ii) this Agreement constitutes a legal, valid and binding obligation enforceable in accordance with its respective terms, and, subject to receipt of required releases and consents from PEDEVCO’s and Red Hawk’s third party lenders, does not contravene any material agreement binding upon either PEDEVCO or Red Hawk; (iii) there are no bankruptcy, reorganization or receivership proceedings pending or threatened against PEDEVCO or Red Hawk; and (iv) PEDEVCO’s senior lenders have consented and agreed to PEDEVCO and Red Hawk entering into this Agreement and performing in accordance herewith.

Dome, Dome US and VistaTex represent and warrant to PEDEVCO and Red Hawk that: (i) each is duly organized, validly existing and in good standing under the laws of Sweden, Texas and Texas, respectively; (ii) this Agreement constitutes a legal, valid and binding obligation enforceable in accordance with its respective terms, and, subject to receipt of required consents and waivers from Dome’s third party lenders, does not contravene any material agreement binding upon either Dome, Dome US or VistaTex; (iii) there are no bankruptcy, reorganization or receivership proceedings pending or threatened against Dome, Dome US or VistaTex; and (iv) subject to the terms and conditions of that certain Forbearance Agreement And Second Amendment Of Credit Agreement dated as of November ___ , 2015, by and among Dome AB, Dome US, VistaTex and the Borrower’s other direct and indirect subsidiaries, Société Générale, as administrative agent, and the other lenders party thereto (“ Dome’s Senior Lenders ”), Dome’s Senior Lenders have consented and agreed to Dome, Dome US and VistaTex entering into this Agreement and performing in accordance herewith; provided, however , that Dome has not yet requested, nor has it received, the consent from Dome’s Senior Lenders to consummate the Merger.

This Agreement and the forms of agreements attached hereto constitute the entire understanding among the Parties regarding the subject matter hereof, and supersede all prior oral or written agreements, understandings, representations, and warranties, and courses of conduct and dealing among the Parties on the subject matter hereof.

10.

Except for real property matters, which shall be governed by the law of the State of Colorado, this Agreement shall be governed by and construed in accordance with the law of the State of Texas, without regard to any conflicts of laws principles that would cause the application of law from another jurisdiction.

11.

In the event of any disputes related to this Agreement, the prevailing Party shall recover its court costs, out-of-pocket costs, expert witness fees and attorney’s reasonable fees from the opposing Party or Parties.

12.

This Agreement shall be binding on the Parties hereto, and their respective successors and assigns. This Agreement shall not confer any rights, benefits or remedies to any person or entity not a Party hereto.

13.

The Parties agree to execute such further documents or take such further actions after execution of this Agreement as may be necessary in order to effectuate the transactions contemplated hereunder.

Dome AB

Dome Energy, Inc.

VistaTex Energy, LLC

November 19, 2015

Page

14.

This Agreement may be executed by the Parties in any number of counterparts, each of which, whether in paper or electronic format, shall be deemed to be an original instrument, but all of which together shall constitute one and the same instrument. This Agreement is not binding on any of the Parties until all of the Parties have executed and delivered to each of the other Parties a counterpart of this Agreement.

[signature page follows]

Dome AB

Dome Energy, Inc.

VistaTex Energy, LLC

November 19, 2015

Page 6

If the foregoing is acceptable to you, please sign in the space provided below and return one (1) copy of this Agreement. We look forward to working with you on this transaction.

Red Hawk Energy, LLC

/s/ Michael L. Peterson

President and Chief Financial Officer

AGREED TO and ACCEPTED this 19 th day of November, 2015.

Dome AB

Dome Energy, Inc.

VistaTex Energy, LLC

November 19, 2015

Page 7

Form of Red Hawk Promissory Note

Recording requested by, and

when recorded return to:

Dome Energy AB

6363 Woodway, Suite 1025

Houston Texas, 77057

Attention: Paul Morch

ASSIGNMENT

THIS ASSIGNMENT (this “ Assignment ”), dated effective as of __________, 2015, at 12:01 a.m., Mountain Time (the “ Effective Time ”), is from RED HAWK PETROLEUM, LLC, a Nevada limited liability company, whose address is 4125 Blackhawk Plaza Circle, Suite 201A, Danville, California 94506 (“ Assignor ”), to DOME ENERGY AB, a Swedish corporation, whose address is 6363 Woodway, Suite 1025, Houston, Texas 77057 (“ Assignee ”). Assignor and Assignee shall be referred to herein, individually, as a “Party,” and collectively, as the “Parties.”

IN CONSIDERATION OF TEN DOLLARS ($10.00), and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor does hereby assign, transfer and convey unto Assignee all of Assignor’s right, title and interest, if any, in and to the following (collectively, the “ Interests ”):

(a) the oil and gas wells (individually, a “ Well ”, and collectively, the “ Wells ”) described in Exhibit A, and associated wellbores, limited to the interval (“ Interval ”) of the formation described in Exhibit A with respect to each Well;

(b) the drilling and spacing unit (herein called the “ Unit ” or “ Units ”) in which each Well is located, as established by the Oil and Gas Conservation Commission of the State of Colorado, INSOFAR AND ONLY INSOFAR as such rights, interests and obligations under Colorado statute, rule, regulation or order relate to each Well and to production of oil, gas and other hydrocarbons from such Well;

(c) the oil, gas, condensate and other hydrocarbons produced from each Well, but limited to the Interval, subject to any existing royalties, overriding royalties, and other burdens of record attributable thereto, including the obligation to pay Assignor’s proportionate share of drilling, completion and operating expenses attributable to each Well (the “ Production ”);

(d) the personal property, fixtures, and equipment that is solely and exclusively used in drilling, deepening, completing, operating and/or producing each Well, including but not limited to, flowlines, casing, tubing, wellheads, pumping units, tanks, treaters, separators, compressors, valves, meters, dehydrators and other similar property (collectively, the “Equipment”);

(e) the agreements and other documents necessary to own and operate each Well, including any farmout agreements, unitization agreements, communization agreements, unit operating agreements, pooling agreements, unit declarations, gas sales or purchase contracts, processing agreements, transportation agreements, operating agreements, as well as pooling, spacing or proration orders of appropriate regulatory agencies, and other contractual, statutory, or regulatory rights affecting or governing the operation of or Assignor’s right to receive production from each Well (collectively, the “ Contracts ”);

(f) the oil and gas leases described in Exhibit A (the “ Leases ”), INSOFAR AND ONLY INSOFAR as the Leases cover the Interval in and under the land (the “ Land ”) described on Exhibit A within the applicable spacing unit for each Well only, and insofar and only insofar as the Leases and Land pertain to each Well; and

(g) with respect to the wellbore and the Interval only, the rights to redrill, rework or recomplete the Well.

Assignor hereby excepts, reserves, and retains unto Assignor, its successors and assigns, and assignee waives, disclaims and releases, any and all right, title and interest in, to or under: (i) the Leases, Land and lands spaced or pooled therewith, insofar as the same cover or relate to any rights, interests and/or wells (whether existing or subsequent wells) other than the Wells listed on Exhibit A and the “Interests”; (ii) the Contracts, insofar as the same cover or relate to any lands, rights, interests and/or wells (whether existing or subsequent wells) other than the Wells listed on Exhibit A and the “Interests”; and (iii) the Equipment, insofar as the same relates to any lands, rights, interests and/or wells (whether existing or subsequent wells) other than the Wells listed on Exhibit A and the “Interests”.

TO HAVE AND TO HOLD the Interests unto Assignee, and Assignee’s successors and assigns, subject to the following:

Assignee does hereby agree to assume, bear and perform all the duties, obligations and liabilities arising in connection with or related to the Interests, both before and after the Effective Time.

EXCEPT AS SET FORTH HEREIN, THIS ASSIGNMENT IS EXECUTED WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, AT COMMON LAW OR OTHERWISE. THE INTERESTS ARE BEING CONVEYED “AS IS, WHERE IS, WITH ALL FAULTS, AND WITHOUT RECOURSE.” EACH PARTY HEREBY EXPRESSLY DISCLAIMS, WAIVES AND RELEASES ANY AND ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, AT COMMON LAW OR OTHERWISE. ANY AND ALL COVENANTS OR WARRANTIES IMPLIED BY STATUTE OR LAW BY THE USE OF WORDS OF GRANT ARE HEREBY EXPRESSLY WAIVED, DISCLAIMED AND RELEASED BY THE PARTIES. THE PARTIES HEREBY ACKNOWLEDGE AND AGREE THAT, TO THE EXTENT REQUIRED BY APPLICABLE LAW, THE DISCLAIMERS CONTAINED IN THIS ASSIGNMENT ARE “CONSPICUOUS” FOR THE PURPOSES OF SUCH APPLICABLE LAW.

ASSIGNOR HEREBY WARRANTS AND AGREES TO DEFEND TITLE TO THE INTERESTS AGAINST ALL LIENS, CLAIMS AND ENCUMBRANCES ARISING BY, THROUGH OR UNDER ASSIGNOR, BUT NOT OTHERWISE.

This Assignment is subject to that certain Letter Agreement dated effective as of November 19, 2015, between the Parties, PEDEVCO Corp., a Texas corporation, and Dome Energy, Inc., a Texas corporation (the “ Letter Agreement ”). None of the provisions of the Letter Agreement shall be deemed to have merged with this Assignment, and nothing in this Assignment shall operate to limit, release or impair any of either Party’s respective rights in the Letter Agreement. In the event of a conflict between the terms and conditions of this Assignment and the Letter Agreement, the terms and conditions of the Letter Agreement shall control and govern the point in conflict.

The exhibits attached hereto are hereby incorporated herein and made a part hereof for all purposes, as if set forth in full herein. References in such exhibits to instruments on file in the public records are hereby incorporated by reference herein for all purposes. The references in this Assignment or in the exhibits hereto to liens, encumbrances, agreements and other burdens shall not be deemed to recognize or create any rights in third parties. This Assignment shall be binding upon and inure to the benefit of Assignor and Assignee, and their respective successors and assigns. The Parties shall use their reasonable efforts in good faith to execute all documents and take all other action reasonably necessary to consummate the transactions contemplated by this Assignment. This Assignment may be executed in one or more counterparts. Each counterpart shall be deemed to be an original. All of the counterparts taken together shall constitute one assignment.

This Assignment shall be governed by and construed in accordance with the law of the State of Colorado, without regard to any conflicts of laws principles that would cause the application of law from another jurisdiction.

[ signature and acknowledgement pages follow ]

EXECUTED by the Parties to be effective for all purposes as of the Effective Time.

Red Hawk Petroleum, LLC By: __________________________ Name: ________________________ Title: _________________________
Dome Energy AB By: __________________________ Name: ________________________ Title: _________________________

ACKNOWLEDGMENTS

STATE OF __________	§
	§
COUNTY OF ________	§

This instrument was acknowledged before me this ____ day of November 2015, by Clark R. Moore, known to me to be the EVP of Red Hawk Petroleum, LLC, a Nevada limited liability company, who affirmed that the foregoing instrument was signed on behalf of the company and that the execution of this instrument was the free act and deed of the company.

________________________________________

Notary Public in and for the State of ____________

Commission Expires: ___________________________

STATE OF __________	§
	§
COUNTY OF ________	§

This instrument was acknowledged before me this ____ day of November 2015, by _______________, known to me to be the _______________ of DOME ENERGY AB, a Swedish corporation, who affirmed that the foregoing instrument was signed on behalf of the company and that the execution of this instrument was the free act and deed of the corporation.

________________________________________

Notary Public in and for the State of ____________

Commission Expires: ___________________________

Exhibit A

Dome AB

Dome Energy, Inc.

VistaTex Energy, LLC

November 19, 2015

Page 8

Form of Wellbore Assignment

(Red Hawk – Dome AB)

THE SECURITY REPRESENTED BY THIS CONTINGENT UNSECURED PROMISSORY NOTE (THIS “SECURITY”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR UNLESS DOME ENERGY AB SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF THIS SECURITY UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

CONTINGENT UNSECURED PROMISSORY NOTE

Issuance Date: November 19, 2015

Principal Amount: up to US$1,410,000.00

For value received, effective upon the Effective Date (as defined below), DOME ENERGY AB, a Swedish corporation (the “ Maker ”), hereby promises to pay to the order of Red Hawk Petroleum, LLC, a company incorporated under the laws of the State of Nevada (together with its successors, representatives, and assigns, the “ Holder ”), in accordance with the terms hereinafter provided and if, but only if, the Contingent Event occurs, the aggregate unpaid principal amount together with interest (if any) on such principal amount and all other obligations outstanding hereunder.

Upon the Effective Date, the principal amount due under this Contingent Unsecured Promissory Note (this “ Note ”) shall be calculated as described herein and shall not exceed US$1,410,000.00.

Any payments under or pursuant to this Note shall be made in United States Dollars in immediately available funds to the Holder at the address of the Holder first set forth on the signature page or at such other place as the Holder may designate from time to time in writing to the Maker or by wire transfer of funds to the Holder’s account, instructions for which are attached hereto as Exhibit A . The payment obligations due under this Note shall be contingent upon, and this Note shall only become effective upon, and shall be due and payable within 30 days after, the earliest to occur of the following events (collectively the “ Contingent Event ”): (i) the termination of that certain Agreement and Plan of Reorganization, dated May 21, 2015, as amended, by and among the Holder, PEDEVCO Acquisition Subsidiary, Inc., a wholly-owned subsidiary of the Holder, the Maker, and Dome Energy, Inc. a wholly-owned subsidiary of the Holder (the “ Merger Agreement ”) pursuant to Article IX therein; (ii) upon the Closing Date (as defined in the Merger Agreement, the “ Merger Closing Date ”) if all of the Wells have been drilled and completed and both the Wellbore Assignments and Wellbore Revenues (each as defined under the Letter Agreement, defined below) have not been contributed by Holder to VistaTex (as defined below) on or before the Merger Closing Date; and (iii) the acceleration of all obligations and indebtedness hereunder in accordance with 0 , in the case of clauses (i), (ii) or (iii) above, before the completion of the Merger Agreement (the earlier to occur of (i), (ii) and (iii), the “ Effective Date ”, and 30 days thereafter the “ Maturity Date ”).

If the transactions as currently contemplated by the Merger Agreement are consummated and the Wellbore Assignments and Wellbore Revenues have been contributed to VistaTex on or before the Merger Closing Date, then the Contingent Event shall become an impossibility, and this Note shall be immediately and automatically cancelled in full, with no obligations due or owing hereunder.

For the avoidance of doubt, and so long as any Obligation (as defined in the Credit Agreement) is outstanding, this Note shall not become effective and shall in no event become due and payable if all of the Wellbore Assignments have not been conveyed to Maker.

ARTICLE I

TERMS OF NOTE

Section 1.1 Letter Agreement . This Note has been executed and delivered pursuant to that certain Letter Agreement, dated of even date herewith, entered into by and among the Holder, PEDEVCO Corp., the Maker, Dome Energy, Inc. (“ Dome US ”), a direct wholly-owned subsidiary of Maker, and VistaTex Energy LLC (“ VistaTex ”), a direct wholly-owned subsidiary of Dome US. For purposes of this Note, the term “ Letter Agreement ” shall include all Wellbore Assignments made thereunder.

Section 1.2 Interest. Interest on the outstanding principal amount of this Note shall accrue commencing as of the Effective Date, in arrears, at a rate of 0.43% per annum and shall be due and payable on the Maturity Date. Furthermore, upon the occurrence and during the continuance of an Event of Default (as defined below), the Maker will pay additional default rate interest to the Holder, payable on demand, at a rate equal to the lesser of one percent (1%) per month (prorated for partial months) and the maximum applicable legal rate per annum, computed on the basis of a 360-day year of twelve (12) thirty-day months on the outstanding principal balance of this Note and on all other amounts due under this Note.

Section 1.3 Payment of Principal; No Prepayment . If the Effective Date occurs, the principal amount of the note shall be equal to the product of 0.14 multiplied by (A) the difference of (1) the PV10 of the properties included in the Wellbore Assignments (the “ Properties ”) as of the Effective Date less (2) the drilling costs incurred through the Effective Date, provided that the total principal amount outstanding under this Note shall not exceed $1,410,000 or be less than $250,000. The “PV10” as of the Effective Date shall be calculated in accordance with calculations and methodologies agreed upon by the Maker and the Holder as of the date of the Letter Agreement, and the drilling costs in item (2) above shall be equal to the amounts invoiced by Bonanza Creek with respect to the Properties and received by the Maker, commencing in the July 2015 operating month and ending on the Effective Date. The outstanding principal balance plus all outstanding interest and all other amounts due and owing hereunder shall be paid in full on the Maturity Date. Any amount of principal repaid hereunder may not be reborrowed. The Maker may not prepay all or any portion of the principal amount of this Note without the written consent of the Holder, which may be denied or withheld in the Holder’s sole discretion.

Section 1.4 Payment on Non-Business Days . Whenever any payment to be made shall be due on a Saturday, Sunday or a public holiday under the laws of the State of Texas, such payment shall be due on the next succeeding Business Day and such next succeeding day shall be included in the calculation of the amount of accrued interest payable on such date.

Section 1.5 Transfer. This Note may be transferred or sold, and may also be pledged, hypothecated or otherwise granted as security, by the Holder; provided , however , that any transfer or sale of this Note must be in compliance with any applicable securities laws.

Section 1.6 Replacement. Upon receipt of a duly executed, notarized and unsecured written statement from the Holder with respect to the loss, theft or destruction of this Note (or any replacement hereof) and a standard indemnity, or, in the case of a mutilation of this Note, upon surrender and cancellation of such Note, the Maker shall issue a new Note, of like tenor and amount, in lieu of such lost, stolen, destroyed or mutilated Note.

Section 1.7 Unsecured. This Note is an unsecured obligation of the Maker.

ARTICLE II

EVENTS OF DEFAULT; REMEDIES

Section 2.1 Events of Default . The occurrence of any of the following events shall be an “ Event of Default ” under this Note:

(a) any failure to make any payment of the principal, interest or any other monetary obligation under this Note by the third Business Day after the same shall be due and payable (whether on the Maturity Date or by acceleration or otherwise); or

(b) in the event the Wellbore Assignments are made to Dome US or VistaTex, the failure to promptly pay all revenues received by Maker with respect to the same to Dome US or VistaTex, as applicable; or

(c) the Maker shall i) apply for or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property or assets, ii) make a general assignment for the benefit of its creditors, iii) commence a voluntary case under the United States Bankruptcy Code (as now or hereafter in effect) or under the comparable laws of any jurisdiction (foreign or domestic), iv) file a petition seeking to take advantage of any bankruptcy, insolvency, moratorium, reorganization or other similar law affecting the enforcement of creditors’ rights generally, v) acquiesce in writing to any petition filed against it in an involuntary case under United States Bankruptcy Code (as now or hereafter in effect) or under the comparable laws of any jurisdiction (foreign or domestic), vi) issue a notice of bankruptcy or winding down of its operations or issue a press release regarding same, or vii) take any action under the laws of any jurisdiction (foreign or domestic) analogous to any of the foregoing; or

(d) a proceeding or case shall be commenced in respect of the Maker in any court of competent jurisdiction, seeking viii) the liquidation, reorganization, moratorium, dissolution, winding up, or composition or readjustment of its debts, ix) the appointment of a trustee, receiver, custodian, liquidator or the like of the Maker, or of all or any substantial part of the Maker’s assets or x) similar relief in respect of it under any law providing for the relief of debtors, and such proceeding or case described in clause viii) , ix) or x) shall continue undismissed, or unstayed and in effect, for a period of sixty (60) days or any order for relief shall be entered in an involuntary case under United States Bankruptcy Code (as now or hereafter in effect) or under the comparable laws of any jurisdiction (foreign or domestic) against the Maker or action under the laws of any jurisdiction (foreign or domestic) analogous to any of the foregoing shall be taken with respect to the Maker and shall continue undismissed, or unstayed and in effect for a period of sixty (60) days.

Section 2.2 Remedies Upon An Event of Default . If an Event of Default shall have occurred and shall be continuing, the Holder may at any time at its option: (i) declare the entire unpaid principal balance of this Note, together with all interest accrued hereon, and all fees and expenses, due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided , however , that upon the occurrence of an Event of Default described in 1)a)i) or 1)a)viii) , the outstanding principal balance and accrued interest hereunder, and all fees and expenses, shall be immediately and automatically due and payable, and/or (ii) exercise or otherwise enforce any one or more of the Holder’s rights, powers, privileges, remedies and interests under this Note, the Letter Agreement, or applicable law. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise. Upon the occurrence and during the continuance of an Event of Default, all amounts payable under this Note shall bear interest at the default rate set forth in 0 .

ARTICLE III

MISCELLANEOUS

Section 3.1 Notices . Any notice, demand, request, waiver or other communication required or permitted to be given hereunder shall be in writing and shall be effective b) upon hand delivery, telecopy or facsimile at the address or number designated on the applicable signature page below (if delivered on a Business Day during normal business hours where such notice is to be received), or the first Business Day following such delivery (if delivered other than on a Business Day during normal business hours where such notice is to be received) or c) on the second Business Day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur.

Section 3.2 Governing Law . This Note shall be governed by and construed in accordance with the internal laws of the State of Texas, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This Note shall not be interpreted or construed with any presumption against the party causing this Note to be drafted.

Section 3.3 Headings . Article and section headings in this Note are included herein for purposes of convenience of reference only and shall not constitute a part of this Note for any other purpose.

Section 3.4 Remedies, Characterizations, Other Obligations, Breaches and Injunctive Relief . Except as otherwise stated, the remedies provided in this Note shall be cumulative and in addition to all other remedies available under this Note and the Letter Agreement, at law or in equity (including, without limitation, a decree of specific performance and/or other injunctive relief), no remedy contained herein shall be deemed a waiver of compliance with the provisions giving rise to such remedy and nothing herein shall limit a holder’s right to pursue actual damages for any failure by the Maker to comply with the terms of this Note. Amounts set forth or provided for herein with respect to payments, conversion and the like (and the computation thereof) shall be the amounts to be received by the Holder and shall not, except as expressly provided herein, be subject to any other obligation of the Maker (or the performance thereof). The Maker acknowledges that a breach by it of its obligations hereunder will cause irreparable and material harm to the Holder and that the remedy at law for any such breach may be inadequate. Therefore the Maker agrees that, in the event of any such breach or threatened breach, the Holder shall be entitled, in addition to all other available rights and remedies, at law or in equity, to seek and obtain such equitable relief, including but not limited to an injunction restraining any such breach or threatened breach, without the necessity of showing economic loss and without any bond or other security being required.

Section 3.5 Enforcement Expenses . The Maker agrees to pay all costs and expenses incurred from time to time by the Holder with respect to any modification, consent or waiver of the provisions of this Note or the Letter Agreement and any enforcement of this Note and the Letter Agreement, including, without limitation, attorneys’ reasonable fees and expenses.

Section 3.6 Amendments .

(a) This Note may not be modified or amended in any manner except in writing executed by the Maker and the Holder.

Section 3.7 Compliance with Securities Laws .

(a) The Holder acknowledges that this Note is being acquired solely for the Holder’s own account and not as a nominee for any other party, and for investment, and that the Holder shall not offer, sell or otherwise dispose of this Note except in accordance with applicable law.

(b) The Holder is an “accredited investor” (as defined in Rule 501 of Regulation D under the Securities Act), and the Holder has such experience in business and financial matters that it is capable of evaluating the merits and risks of an investment in this Note. The Holder is not required to be registered as a broker-dealer under Section 15 of the Exchange Act and it is not a broker-dealer. The Holder acknowledges that an investment in this Note is speculative and involves a high degree of risk.

Section 3.8 Consent to Jurisdiction . Each of the Maker and the Holder d) hereby irrevocably submits to the exclusive jurisdiction of the United States District Court sitting in the Southern District of Texas and the courts of the State of Texas located in Harris County for the purposes of any suit, action or proceeding arising out of or relating to this Note and e) hereby waives, and agrees not to assert in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an inconvenient forum or that the venue of the suit, action or proceeding is improper. Each of the Maker and the Holder consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under the Purchase Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this 1)d) shall affect or limit any right to serve process in any other manner permitted by law.

Section 3.9 Binding Effect . This Note shall be binding upon, inure to the benefit of and be enforceable by the Maker, the Holder and their respective successors and permitted assigns. The Maker shall not delegate, assign or transfer this Note or any obligations or undertakings contained in this Note.

Section 3.10 Failure or Indulgence Not Waiver . No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder, or course of conduct relating hereto, shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege. No waiver by the Holder of any power, right or privilege hereunder on any one occasion shall not be deemed a waiver of the same power, right or privilege on any future occasion.

Section 3.11 Maker Waivers; Dispute Resolution .

(a) Except as otherwise specifically provided herein, the Maker and all others that may become liable for all or any part of the obligations evidenced by this Note, hereby waive presentment, demand, notice of nonpayment, protest and all other demands and notices in connection with the delivery, acceptance, performance and enforcement of this Note, and do hereby consent to any number of renewals of extensions of the time or payment hereof and agree that any such renewals or extensions may be made without notice to any such persons and without affecting their liability herein and do further consent to the release of any person liable hereon, all without affecting the liability of the other persons, firms or Maker liable for the payment of this Note, AND DO HEREBY WAIVE TRIAL BY JURY.

(b) THE MAKER ACKNOWLEDGES THAT THE TRANSACTION OF WHICH THIS NOTE IS A PART IS A COMMERCIAL TRANSACTION, AND TO THE EXTENT ALLOWED BY APPLICABLE LAW, HEREBY WAIVES ITS RIGHT TO NOTICE AND HEARING WITH RESPECT TO ANY PREJUDGMENT REMEDY WHICH THE HOLDER OR ITS SUCCESSORS OR ASSIGNS MAY DESIRE TO USE.

Section 3.12 Definitions. Capitalized terms used herein and not defined shall have the meanings set forth in the Letter Agreement. For the purposes hereof, the following terms shall have the following meanings:

“ Business Day ” (whether or not capitalized) shall mean any day banking transactions can be conducted in Houston, Texas and does not include any day which is a federal or state holiday in such location.

“ Credit Agreement ” shall mean that certain Credit Agreement dated as of August 8, 2014, as amended or otherwise modified from time to time, by and among Dome US, Société Générale, as administrative agent, and the other lenders from time to time party thereto.

“ Person ” means an individual or a corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or political subdivision thereof) or other entity of any kind.

[ Signature appears on following page ]

IN WITNESS WHEREOF , the Maker has caused this Note to be duly executed by its duly authorized officer as of the date first above indicated.

MAKER

DOME ENERGY AB

/s/ Paul Morch

Paul Morch

President and

Chief Executive Officer

ACCEPTED AND AGREED TO:

HOLDER

RED HAWK PETROLEUM, LLC

/s/ Michael L. Peterson

Michael L. Peterson

President and Chief Financial Officer