PEDEVCO CORP (Form: 8-K, Received: 08/13/2013 06:02:25)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

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

THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT: August 12, 2013

DATE OF EARLIEST EVENT REPORTED: August 12, 2013

000-53725

(Commission file number)

PEDEVCO CORP.

(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)

(855) 733 2685

(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):

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

o	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.

Private Placement

On August 12, 2013, PEDEVCO Corp. (the “Company”, “we” and “us”) completed the closing of a private placement (the “Private Placement”) pursuant to which it sold (a) 7,333,334 shares of its common stock (the “Common Stock”) at a price of $3.00 per share, which included rights to the following warrants (b) three-year warrants exercisable on a cash basis only for (i) an aggregate of 733,334 shares of Common Stock at $3.75 per share, (ii) an aggregate of 733,334 shares of Common Stock at $4.50 per share, and (iii) an aggregate of 733,334 shares of Common Stock at $5.25 per share, to two investors for aggregate proceeds to the Company in connection with such subscription of $22 million, $20 million of which securities were acquired by Yao Hang Finance (Hong Kong) Limited (the “Lead Investor”), the lead investor in the Private Placement (defined below), and $2 million of which securities were acquired by an outside investor (the “Outside Investor”). The Company does not plan to have any additional closings of the Private Placement.

The Lead Investor paid $10 million in cash at the closing, and entered into a Common Stock and Warrant Subscription Agreement (the “Subscription Agreement”), First Amendment to Common Stock and Warrant Subscription Agreement (the “Amendment”), and full-recourse promissory note (the “Note”), which Amendment and Note require that it pay the balance $10 million in cash due no later than December 1, 2013, with 3,333,333 of the shares of Common Stock issued to the Lead Investor in the Private Placement, as well as warrants exercisable for (i) an aggregate of 333,333 shares of Common Stock at $3.75 per share, (ii) an aggregate of 333,333 shares of Common Stock at $4.50 per share, and (iii) an aggregate of 333,333 shares of Common Stock at $5.25 per share, being held in escrow by the Company pending the Lead Investor’s payment in full of the $10 million due under the Note. The Outside Investor also entered into a Subscription Agreement, Amendment and Note, which Amendment and Note require that it pay the $2 million purchase price for the Common Stock and warrants no later than September 11, 2013, with all shares and warrants issued to the Outside Investor in the Private Placement being held in escrow by the Company pending the Outside Investor’s payment in full of the $2 million due under the Note. A required term and condition of the Private Placement is that the Company complete its planned uplisting to the NYSE MKT.

The Company plans to use the proceeds from the Private Placement as follows: (i) development of existing assets of the Company; (ii) acquisition of additional assets; (iii) repayment of debt; (iv) general working capital purposes; and (v) up to $20,000,000 may be applied by the Company towards possible acquisition of oil and gas interests currently being evaluated by the Company in Asia. The Company expects to use the additional funds raised through the exercise of the warrants, if exercised, for development of existing assets, acquisition of additional assets, repayment of debt, and general working capital expenses.

Following the closing of the Private Placement, and for so long as the Lead Investor continues to hold at least 10% of the capital stock of the Company, calculated on an issued and outstanding basis (i.e., remains a “10% Shareholder”), the Lead Investor is entitled to nominate one director to the Company's Board of Directors reasonably acceptable to the Company, provided that such director must be, and remain, an “independent director” as defined in the NYSE MKT rules governing members of boards of directors and must meet the required standards of independence for purposes of Rule 10A-3 of the Securities Exchange Act of 1934, as amended.

All shares of Common Stock were issued and sold pursuant to a form of Subscription Agreement, Amendment and Note, and all of the warrants were issued pursuant to a form of Warrant for the Purchase of Common Stock. The foregoing descriptions of the Subscription Agreement, Warrant for the Purchase of Common Stock, Amendment and Note are qualified in their entirety by reference to the full text thereof which are filed as Exhibits 10.1, 4.1, 10.2, and 10.3, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.

As described above under Item 1.01, on August 12, 2013, the Company sold 7,333,334 shares of Common Stock at a price of $3.00 per share, and three-year warrants exercisable on a cash basis for (i) an aggregate of 733,334 shares of Common Stock at $3.75 per share, (ii) an aggregate of 733,334 shares of Common Stock at $4.50 per share, and (iii) an aggregate of 733,334 shares of Common Stock at $5.25 per share, for aggregate proceeds to the Company of $22 million, $10 million of which is due and payable by the Lead Investor by December 1, 2013 under a full-recourse promissory note, and $2 million of which is due and payable by the Outside Investor by September 11, 2013 under a full-recourse promissory note. The Company plans to use the proceeds from the Private Placement as follows: (i) development of existing assets of the Company; (ii) acquisition of additional assets; (iii) repayment of debt; (iv) general working capital purposes; and (v) up to $20,000,000 may be applied by the Company towards possible acquisition of oil and gas interests currently being evaluated by the Company in Asia. The Company expects to use the additional funds raised through the exercise of the warrants, if exercised, for development of existing assets, acquisition of additional assets, repayment of debt, and general working capital expenses.

All shares of Common Stock were issued and sold pursuant to a form of Subscription Agreement, Amendment and Note, and the warrants were granted pursuant to a form of Warrant for the Purchase of Common Stock, each filed as exhibits to this Current Report and incorporated in this Item 3.02 by reference.

The issuances and grants described above were exempt from registration pursuant to Section 4(2), Rule 506 of Regulation D and/or Regulation S of the Securities Act of 1933, as amended, since the foregoing issuances did not involve a public offering, the recipients took the securities for investment and not resale, we took appropriate measures to restrict transfer, and the recipients were either (a) “accredited investors”; (b) had access to similar documentation and information as would be required in a Registration Statement under the Act; and/or (c) were non-U.S. persons.

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit No.	Description

4.1*	Form of Warrant for the Purchase of Common Stock
10.1*	Form of Common Stock and Warrant Subscription Agreement
10.2*	Form of First Amendment to Common Stock and Warrant Subscription Agreement
10.3*	Form of Promissory Note

* Filed herewith.

SIGNATURES

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.

	By:	/s/ Frank C. Ingriselli
		Frank C. Ingriselli
		President and Chief Executive Officer

Date: August 12, 2013

EXHIBIT INDEX


4.1*	Form of Warrant for the Purchase of Common Stock
10.1*	Form of Common Stock and Warrant Subscription Agreement
10.2*	Form of First Amendment to Common Stock and Warrant Subscription Agreement
10.3*	Form of Promissory Note

* Filed herewith.

EXHIBIT 4.1

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.

Warrant No.		CSW-__________________________		Number of Shares:______________________
Warrant Date:		August 12, 2013

PEDEVCO CORP.

WARRANT

FOR THE PURCHASE OF

COMMON STOCK

1. Issuance . For value received, the receipt of which is hereby acknowledged by PEDEVCO Corp., a Texas corporation (the “Company”), ______________________________ , or registered assigns (the “Holder”), is hereby granted the right to purchase, at any time until the close of business on August 12, 2016 (the “Expiration Date____________________________ ( _______ ) fully paid and nonassessable shares of the Company’s Common Stock, par value US$0.001 per share (the “Common Stock”), at an exercise price of [US$3.75][US$4.50][US$5.25] per share (the “Exercise Price”).

2. Procedure for Exercise . Upon surrender of this Warrant with the annexed Notice of Exercise Form duly executed, together with payment in cash of the Exercise Price for the shares of Common Stock purchased, the Holder shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased. This Warrant may be exercised in whole or in part. On any such partial exercise, provided the Holder has surrendered the original Warrant, the Company will issue and deliver to the order of the Holder a new Warrant of like tenor, in the name of the Holder, for the whole number of shares of Common Stock for which such Warrant may still be exercised.

3. Reservation of Shares . The Company hereby agrees that at all times during the term of this Warrant there shall be reserved for issuance upon exercise of this Warrant such number of shares of Common Stock as shall be required for issuance upon exercise hereof (the “Warrant Shares”). Any shares issuable upon exercise of this Warrant will be duly and validly issued, fully paid and free of all liens and charges and not subject to any preemptive rights.

4. Mutilation or Loss of Warrant . Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and (in the case of loss, theft or destruction) receipt of reasonably satisfactory indemnification, and (in the case of mutilation) upon surrender and cancellation of this Warrant, the Company will execute and deliver a new warrant of like tenor and date and any such lost, stolen, destroyed or mutilated Warrant shall thereupon become void.

5. No Rights as Shareholder . The Holder shall not, by virtue hereof, be entitled to any rights of a shareholder of the Company, either at law or in equity, and the rights of the Holder are limited to those expressed in this Warrant and are not enforceable against the Company except to the extent set forth herein.

6. Effect of Certain Transactions

6.1 Adjustments for Stock Splits, Stock Dividends Etc . If the number of outstanding shares of Common Stock of the Company are increased or decreased by a stock split, reverse stock split, stock dividend, stock combination, recapitalization or the like, the Exercise Price and the number of shares purchasable pursuant to this Warrant shall be adjusted proportionately so that the ratio of (i) the aggregate number of shares purchasable by exercise of this Warrant to (ii) the total number of shares outstanding immediately following such stock split, reverse stock split, stock dividend, stock combination, recapitalization or the like shall remain unchanged, and the aggregate purchase price of shares issuable pursuant to this Warrant shall remain unchanged.

6.2 Expiration Upon Certain Transactions . If at any time the Company plans to sell all or substantially all of its assets or engage in a merger or consolidation of the Company in which the Company will not survive and in which holders of the Common Stock will receive consideration at or above the Exercise Price, as adjusted (other than a merger or consolidation with or into a wholly- or partially-owned subsidiary of the Company), the Company will give the Holder of this Warrant advance written notice. Upon the occurrence of any such event, this Warrant shall automatically be deemed to be exercised in full without any action required on the part of the Holder.

6.3 Adjustments for Reorganization, Mergers, Consolidations or Sales of Assets . If at any time there is a capital reorganization of the Common Stock (other than a recapitalization, combination, or the like provided for elsewhere in this Section 6) or merger or consolidation of the Company with another corporation (other than one covered by Section 6.2), or the sale of all or substantially all of the Company’s properties and assets to any other person, then, as a part of such reorganization, merger, consolidation or sale, provision shall be made so that the Holder shall thereafter be entitled to receive upon exercise of this Warrant (and only to the extent this Warrant is exercised), the number of shares of stock or other securities or property of the Company, or of the successor corporation resulting from such merger or consolidation or sale, to which a holder of Common Stock, or other securities, deliverable upon the exercise of this Warrant would otherwise have been entitled on such capital reorganization, merger, consolidation or sale. In any such case, appropriate adjustments shall be made in the application of the provisions of this Section 6 (including adjustment of the Exercise Price then in effect and number of Warrant Shares purchasable upon exercise of this Warrant) which shall be applicable after such events.

7. Transfer to Comply with the Securities Act . This Warrant has not been registered under the Securities Act of 1933, as amended, (the “Securities Act”) and has been issued to the Holder for investment and not with a view to the distribution of either this Warrant or the Warrant Shares. Neither this Warrant nor any of the Warrant Shares or any other security issued or upon exercise of this Warrant may be sold, transferred, pledged or hypothecated in the absence of an effective registration statement under the Act relating to such security or an opinion of counsel satisfactory to the Company that registration is not required under the Act. Each certificate for this Warrant, the Warrant Shares and any other security issued or issuable upon exercise of this Warrant shall contain a legend in form and substance satisfactory to counsel for the Company, setting forth the restrictions on transfer contained in this Section.

8. Notices . Any notice or other communication required or permitted hereunder shall be in writing and shall be delivered personally or sent by certified, registered or express mail, postage pre-paid. Any such notice shall be deemed given when so delivered personally, or if mailed, two days after the date of deposit in the United States mails, as follows:

If to the Company, to:

PEDEVCO Corp.

4125 Blackhawk Plaza Circle, Suite 201

Danville, CA 94506

Attention: Chief Executive Officer and General Counsel

With a copy to:

TroyGould PC

1801 Century Park East, 16th Floor

Los Angeles, CA 90067

Attention: Lawrence P. Schnapp, Esq.

If to the Holder, to his address appearing on the Company’ records.

Any party may designate another address or person for receipt of notices hereunder by notice given to the other parties in accordance with this Section.

9. Supplements and Amendments; Whole Agreement . This Warrant may be amended or supplemented only by an instrument in writing signed by the Company and the Holder hereof. This Warrant contains the full understanding of the parties hereto with respect to the subject matter hereof, and there are no representations, warranties, agreements or understandings other than expressly contained herein.

10. Governing Law . This Warrant shall be deemed to be a contract made under the laws of the State of California and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State. Any action brought by either party against the other concerning the transactions contemplated by this Warrant shall be brought only in the state courts of California or in the federal courts located in Los Angeles County, California. The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens . Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Warrant by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

11. Counterparts . This Warrant may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

12. Descriptive Headings . Descriptive headings of the several Sections of this Warrant are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.

13. Assignability . This Warrant or any part hereof may only be hereafter assigned by the Holder to an affiliate thereof executing documents reasonably required by the Company. Any such assignment shall be binding on the Company and shall inure to the benefit of any such assignee.

IN WITNESS WHEREOF, the parties hereto have executed this Warrant as of the Warrant Date set forth above.

	PEDEVCO CORP. By: _________________________________________ Name: Frank C. Ingriselli Title: President and CEO HOLDER: _________________________________________ By:________________________________________
	Name: _________________________________________ Title: _________________________________________

NOTICE OF EXERCISE OF WARRANT

The undersigned hereby irrevocably elects to exercise the right, represented by the Warrant dated as of August 12, 2013, to purchase _____________ shares of the Common Stock of PEDEVCO Corp., and tenders herewith payment in accordance with the first paragraph of Section 2 of the Warrant, pursuant to the provisions of Section 2 of the Warrant.

Please deliver the stock certificate to:

______________________________________

Dated:___________________

By:_______________________

EXHIBIT 10.1

PEDEVCO CORP.

COMMON STOCK AND WARRANT

SUBSCRIPTION AGREEMENT

Common Stock at $3.00 per Share and Warrants

Date: August 12, 2013

Full Subscription Commitment: $___________

1. Subscription:

(a) The undersigned (individually and/or collectively, the “ Participant ”) hereby applies to purchase Common Stock (the “ Common Stock ” or the “ Shares ”) of PEDEVCO Corp., a Texas corporation (the “ Company ”), and warrants exercisable for Common Stock (the “ Warrants ”), in accordance with the terms and conditions of this Subscription Agreement (this “ Subscription ”) and form of Warrant which is attached as Exhibit A hereto.

(b) Before this Subscription is considered, the Participant must complete, execute and deliver to the Company the following:

(i) This Subscription;

(ii) Three (3) copies of the Warrants attached hereto as Exhibit A ;

(iii) The Certificate of Accredited Investor Status, attached hereto as Exhibit B , or, if and as applicable, the Certificate of Non U.S. Investor Status, attached hereto as Exhibit C , and

(iv) The Participant’s check in the amount of $______________ in exchange for ____________ Shares and Warrants purchased, or wire transfer sent according to the Company’s instructions:

(d) This Subscription is not transferable or assignable by the Participant.

(e) This Subscription may be rejected in whole or in part by the Company in its sole discretion prior to the applicable Closing (as defined in Section 1(g) hereof), regardless of whether Participant’s funds have theretofore been deposited by the Company. Participant’s execution and delivery of this Subscription will not constitute an agreement between the undersigned and the Company until this Agreement has been accepted and executed by the Company. In the event this Subscription is rejected by the Company, all funds and documents tendered by the Participant shall be returned and the parties' obligations hereunder, shall terminate.

(f) Each Participant shall be issued at Closing Warrants in substantially the form attached hereto as Exhibit A to acquire up to that number of additional shares of Common Stock equal to (i) ten percent (10%) of the number of Shares purchased by such Participant (rounded up to the nearest whole share) and exercisable for $3.75 per share thereunder, (ii) ten percent (10%) of the number of Shares purchased by such Participant (rounded up to the nearest whole share) and exercisable for $4.50 per share thereunder, and (iii) ten percent (10%) of the number of Shares purchased by such Participant (rounded up to the nearest whole share) and exercisable for $5.25 per share thereunder (the shares of Common Stock issuable upon exercise of or otherwise pursuant to the Warrants collectively are referred to herein as the “ Warrant Shares ”). The Shares, the Warrants and the Warrant Shares collectively are referred to herein as the “ Securities ”.

(g) The initial closing (the “ Initial Closing ”) of this offering (the “ Offering ”) is scheduled to close as soon as possible. Following the Initial Closing, the Company may close multiple subsequent closings (each, a “ Subsequent Closing ,” and together with the Initial Closing, the “ Closings ”) for up to an additional ninety (90) days (extendable by up to 60 additional days in the sole discretion of the Company), until a maximum of 10,000,000 Shares of Common Stock have been issued in the Offering (subject to an additional over-allotment of 1,500,000 additional Shares of Common Stock in the Company’s sole discretion). The Initial Closing of this Offering will be for a minimum of 7,333,333 Shares of Common Stock resulting in at least $22,000,000 of gross proceeds. The Company may accept any investment amounts from investors, and the Company may have multiple closings of this Offering.

(h) Following the Initial Closing, the Company may pay commissions, fees and other consideration (collectively, “ Placement Agent Fees ”) to placement agents, and/or other a dvisors, broker dealers and/or finders (collectively, “ Placement Agents ”), which Placement Agent Fees shall not exceed: (i) Seven Percent (7%) of a Subsequent Closing Participant’s investment amount with respect to investments originated by the Placement Agents in this Offering; and (ii) three year warrants to purchase Shares of Common Stock of the Company equal to Ten Percent (10%) of the total Shares of Common Stock purchased by Participants originated by the Placement Agents, at an exercise price equal to $3.00 per Share. For avoidance of doubt, no Placement Agent Fees shall be paid, due or owing with respect to any Lead Investor (as defined below) or other Initial Closing investments .

(i) The Company plans to use the proceeds from the Offering as follows: (i) up to US$20,000,000 shall be applied toward the Company’s acquisition of oil and gas interests in Kazakhstan; (ii) development of existing assets of the Company; (iii) acquisition of additional assets; (iv) repayment of debt; and (v) general working capital purposes.

(j) The lead Participant in the Offering, Yao Hang Finance (Hong Kong) Limited (the “ Lead Investor ”), shall wire US$20,000,000 for its purchase of 6,666,667 Shares and Warrants exercisable for an aggregate of 2,000,001 Warrant Shares into an escrow account designated by the Company (the “ Escrow Account ”). All disbursements from the Escrow Account shall require the joint authorization from the Lead Investor and the Company.

(k) Following the Initial Closing, and for so long as the Lead Investor continues to hold at least Ten Percent (10%) of the capital stock of the Company calculated on an issued and outstanding basis, the Company shall be entitled to (i) appoint an individual designated by the Lead Investor as a non-director Vice Chairman of the Company, who shall be reasonably acceptable to the Company, (ii) appoint an individual designated by the Lead Investor as the Vice President, Kazakhstan Operations of the Company, who shall be reasonably acceptable to the Company, and (iii) nominate one director to the Company's Board, who shall be reasonably acceptable to the Company, provided that such director must be, and remain, an “independent director” as defined in the NYSE MKT rules governing members of boards of directors and must meet the required standards of independence for purposes of Rule 10A-3 of the Securities Exchange Act of 1934, as amended.

(l) Participant hereby agrees not to, and will cause its affiliates not to, enter into any “put equivalent position” as such term is defined in Rule 16a-1 under the Securities Exchange Act of 1934, as amended, or short sale position with respect to the Securities.

2. Representations by Participant. In consideration of the Company’s potential acceptance of the Subscription, Participant makes the following representations and warranties to the Company and to its principals, jointly and severally, which warranties and representations shall survive any acceptance of the Subscription by the Company:

(a) Prior to the time of purchase of any Securities, Participant has had an opportunity to review the Company’s reports, schedules, forms, statements and other documents filed by it with the United States Securities and Exchange Commission (the “ SEC Reports ”), and Participant has had the opportunity to ask questions and receive any additional information from persons acting on behalf of the Company to verify Participant’s understanding of the terms thereof and of the Company’s business and status thereof. Participant acknowledges that no officer, director, broker-dealer, placement agent, finder or other person affiliated with the Company has given Participant any information or made any representations, oral or written, other than as provided in the SEC Reports and herein, on which Participant has relied upon in deciding to invest in the Securities, including without limitation, any information with respect to future acquisitions, mergers or operations of the Company or the economic returns which may accrue as a result of the purchase of the Securities .

(b) Participant acknowledges that Participant has not seen, received, been presented with, or been solicited by any leaflet, public promotional meeting, newspaper or magazine article or advertisement, radio or television advertisement, or any other form of advertising or general solicitation with respect to the Securities.

(c) The Securities are being purchased for Participant’s own account for long-term investment and not with a view to immediately resale the Securities. No other person or entity will have any direct or indirect beneficial interest in, or right to, the Securities.

(d) Participant acknowledges that the Securities have not been registered under the Securities Act of 1933, as amended (the " Securities Act " ), or qualified under the California Securities Law, or any other applicable blue sky laws, in reliance, in part, on Participant’s representations, warranties and agreements made herein.

(e) Other than the rights specifically set forth in this Subscription and disclosed in the SEC Reports, Participant represents, warrants and agrees that the Company and the officers of the Company (the “ Company’s Officers ”) are under no obligation to register or qualify the Securities under the Securities Act or under any state securities law, or to assist the undersigned in complying with any exemption from registration and qualification.

(f) Participant represents that Participant meets the criteria for participation because: (i) Participant has a pre-existing personal or business relationship with the Company or one or more of its partners, officers, directors or controlling persons; or (ii) by reason of Participant’s business or financial experience, or by reason of the business or financial experience of its financial advisors who are unaffiliated with, and are not compensated, directly or indirectly, by the Company or any affiliate or selling agent of the Company, Participant is capable of evaluating the risk and merits of an investment in the Securities and of protecting its own interests;

(g) Participant represents that Participant is either: (i) an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act and Participant has executed the Certificate of Accredited Investor Status, attached hereto as Exhibit B ; or (ii) a non-U.S. Person for purposes of compliance with Regulation S promulgated under the Securities Act, and has executed the Certificate of Non U.S. Investor Status, attached hereto as Exhibit C

(h) Participant understands that the Securities are illiquid, and until registered with the Securities Exchange Commission, or an exemption from registration becomes available, cannot be readily sold as there is a very limited public market for them, and that Participant may not be able to sell or dispose of the Securities, or to utilize the Securities as collateral for a loan. Participant must not purchase the Securities unless Participant has liquid assets sufficient to assure Participant that such purchase will cause it no undue financial difficulties, and that Participant can still provide for current and possible personal contingencies, and that the commitment herein for the Securities, combined with other investments of Participant, is reasonable in relation to its net worth.

(i) Participant understands that the right to transfer the Securities will be restricted unless the transfer is not in violation of the Securities Act, the California Securities Law, and any other applicable state or foreign securities laws (including investment suitability standards), that the Company will not consent to a transfer of the Securities unless the transferee represents that such transferee meets the financial suitability standards required of an initial participant, and that the Company has the right, in its absolute discretion, to refuse to consent to such transfer.

(j) Participant has been advised to consult with its own attorney or attorneys regarding all legal matters concerning an investment in the Company and the tax consequences of purchasing the Securities, and have done so, to the extent Participant considers necessary.

(k) Participant acknowledges that the tax consequences of investing in the Company will depend on particular circumstances, and neither the Company, the Company’s officers, any other investors, nor the partners, shareholders, members, directors, agents, officers, directors, employees, affiliates or consultants of any of them, will be responsible or liable for the tax consequences to Participant of an investment in the Company. Participant will look solely to and rely upon its own advisers with respect to the tax consequences of this investment

(l) All information which Participant has provided to the Company concerning Participant, its financial position and its knowledge of financial and business matters, and any information found in the Certificate of Accredited Investor Status, is truthful, accurate, correct, and complete as of the date set forth herein.

(l) Each certificate or instrument representing securities issuable pursuant to this Agreement will be endorsed with the following legend:

THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THE TRANSFER IS MADE IN COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES WHICH IS REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.

3. Representations and Warranties by the Company. The Company represents and warrants that:

(a) Due Formation . The Company is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and has the requisite corporate power to own its properties and to carry on its business as now being conducted. The Company is duly qualified as a foreign entity to do business and is in good standing in each jurisdiction where the nature of the business conducted or property owned by it makes such qualification necessary, other than those jurisdictions in which the failure to so qualify would not have a material adverse effect on the business, operations or financial condition of the Company.

(b) Outstanding Stock . All issued and outstanding capital stock of the Company has been duly authorized and validly issued and are fully paid and non-assessable.

(c) Authority; Enforceability . This Subscription and the Warrants delivered together with this Subscription or in connection herewith have been duly authorized, executed, and delivered by the Company and are valid and binding agreements, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity; and the Company has full corporate power and authority necessary to enter into this Subscription and the Warrants, and to perform its obligations hereunder and under all other agreements entered into by the Company relating hereto.

(d) No General Solicitation . Neither the Company, nor any of its affiliates, nor to its knowledge, any person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with the offer or sale of the Securities.

(e) NYSE MKT Listing . The Company shall complete it up-listing to the NYSE MKT following the Initial Closing.

(f) Governmental Consents . No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Company is required in connection with the consummation of the transactions contemplated by this Subscription, except for filings pursuant to Section 25102(f) of the California Corporate Securities Law of 1968, as amended, and the rules thereunder, other applicable state securities laws and Regulation D of the Securities Act.

(g) Litigation . There is no action, suit, proceeding or investigation pending or, to the Company’s knowledge, currently threatened against the Company or any of its subsidiaries that questions the validity of this Subscription or the right of the Company to enter into it, or to consummate the transactions contemplated hereby or thereby, or that might result, either individually or in the aggregate, in any material adverse changes in the assets, condition or affairs of the Company, financially or otherwise, or any change in the current equity ownership of the Company, nor is the Company aware that there is any basis for the foregoing. Neither the Company nor any of its subsidiaries is a party or subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality. There is no action, suit, proceeding or investigation by the Company or any of its subsidiaries currently pending or which the Company or any of its subsidiaries intends to initiate. The foregoing includes, without limitation, actions, suits, proceedings or investigations pending or threatened in writing (or any basis therefor known to the Company) involving the prior employment of any of the Company’s employees, their use in connection with the Company’s business, or any information or techniques allegedly proprietary to any of their former employers, or their obligations under any agreements with prior employers.

(h) Compliance with Other Instruments .

(i) The Company is not in violation or default of any provisions of its formation documents, bylaws or of any instrument, judgment, order, writ, decree or contract to which it is a party or by which it is bound or, to its knowledge, of any provision of federal or state statute, rule or regulation applicable to the Company. The execution, delivery and performance of this Subscription and the consummation of the transactions contemplated hereby will not result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either a default under any such provision, instrument, judgment, order, writ, decree or contract or an event which results in the creation of any lien, charge or encumbrance upon any assets of the Company.

(ii) To its knowledge, the Company has avoided every condition, and has not performed any act, the occurrence of which would result in the Company’s loss of any right granted under any license, distribution agreement or other agreement.

(i) Tax Returns and Payments . The Company has filed all tax returns and reports as required by law. These returns and reports are true and correct in all material respects. The Company has paid all taxes and other assessments due.

(j) Permits . The Company and each of its subsidiaries has all franchises, permits, licenses and any similar authority necessary for the conduct of its business, the lack of which could materially and adversely affect the business, properties, prospects, or financial condition of the Company. The Company is not in default in any material respect under any of such franchises, permits, licenses or other similar authority.

4. Subscription Binding on Heirs, etc. This Subscription, upon acceptance by the Company, shall be binding upon the heirs, executors, administrators, successors and assigns of the Participant. If the undersigned is more than one person, the obligations of the undersigned shall be joint and several and the representations and warranties shall be deemed to be made by and be binding on each such person and his or her heirs, executors, administrators, successors, and assigns.

5. Execution Authorized. If this Subscription is executed on behalf of a corporation, partnership, trust or other entity, the undersigned has been duly authorized and empowered to legally represent such entity and to execute this Subscription and all other instruments in connection with the Shares and the signature of the person is binding upon such entity.

6. Adoption of Terms and Provisions. The Participant hereby adopts, accepts and agrees to be bound by all the terms and provisions hereof.

7. Governing Law. This Subscription shall be construed in accordance with the laws of the State of California.

8. Dispute Resolution. In the event of any dispute arising out of or relating to this Subscription, then such dispute shall be submitted to binding arbitration (as defined under the California Arbitration Act) with the San Francisco branch of the American Arbitration Association (“ AAA ”) to be governed by AAA’s Commercial Rules of Arbitration (the “ AAA Rules ”) and heard before one arbitrator. The parties shall attempt to mutually select the arbitrator. In the event they are unable to mutually agree, the arbitrator shall be selected by the procedures prescribed by the AAA Rules. Notwithstanding anything in the AAA Rules to the contrary, discovery shall be limited exclusively to the mutual production of documents, and written submissions to the arbitrator shall be limited to one brief from each party and one responsive brief from each party.

9. Investor Information: (This must be consistent with the form of ownership selected below and the information provided in the Certificate of Accredited Investor Status or Certificate of Non-U.S. Investor Status, as applicable ( Exhibits B and C , respectively, included herewith.)

Name (please print): ___________________________________________________________________

If entity named above, By: ___________________________________________________________________

Its: ___________________________________________________________________

Social Security or Taxpayer I.D. Number: ___________________________________________________________________

Business Address (including zip code): ___________________________________________________________________

Business Phone: ___________________________________________________________________

Residence Address (including zip code): ___________________________________________________________________

Email Address: ___________________________________________________________________

Residence Phone:

All communications to be sent to:

_______________Business or _____________Residence Address _____________ Email

Please indicate below the form in which you will hold title to your interest in the Shares and Warrants. PLEASE CONSIDER CAREFULLY. ONCE YOUR SUBSCRIPTION IS ACCEPTED, A CHANGE IN THE FORM OF TITLE CONSTITUTES A TRANSFER OF THE INTEREST IN THE SHARES AND/OR WARRANTS AND MAY THEREFORE BE RESTRICTED BY THE TERMS OF THIS SUBSCRIPTION, AND MAY RESULT IN ADDITIONAL COSTS TO YOU. Participants should seek the advice of their attorneys in deciding in which of the forms they should take ownership of the interest in the Shares and Warrants, because different forms of ownership can have varying gift tax, estate tax, income tax, and other consequences, depending on the state of the investor's domicile and his or her particular personal circumstances.

__________NDIVIDUAL OWNERSHIP (one signature required)

__________JOINT TENANTS WITH RIGHT OF SURVIVORSHIP AND NOT AS TENANTS IN COMMON (both or all parties must sign)

__________COMMUNITY PROPERTY (one signature required if interest held in one name, i.e., managing spouse; two signatures required if interest held in both names)

__________TENANTS IN COMMON (both or all parties must sign)

__________GENERAL PARTNERSHIP (fill out all documents in the name of the PARTNERSHIP, by a PARTNER authorized to sign)

__________LIMITED PARTNERSHIP (fill out all documents in the name of the LIMITED PARTNERSHIP, by a GENERAL PARTNER authorized to sign)

__________LIMITED LIABILITY COMPANY (fill out all documents in the name of the LIMITED LIABILITY COMPANY, by a member authorized to sign)

__________CORPORATION (fill out all documents in the name of the CORPORATION, by the President or other officer authorized to sign)

TRUST (fill out all documents in the name of the TRUST, by the Trustee, and include a copy of the instrument creating the trust and any other documents necessary to show the investment by the Trustee is authorized. The date of the trust must appear on the Notarial where indicated.)

Subject to acceptance by the Company, the undersigned has completed this Subscription Agreement to evidence his/her/its subscription for the purchase of Securities of the Company, this 12 day of August, 2013.

	PARTICIPANT ______________________________ ______________________________ (Signature) By: ___________________________ Its:____________________________
The Company has accepted this subscription thi s 12 day of August, 2013
	“COMPANY” PEDEVCO CORP., a Texas corporation By:____________________________ Frank C. Ingriselli Chief Executive Officer Address for notice: PEDEVCO Corp. 4125 Blackhawk Plaza Circle, Suite 201 Danville, California 94506 Attn: Corporate Counsel

Exhibit A

Form of Warrant

Exhibit B

CERTIFICATE OF ACCREDITED INVESTOR STATUS

Except as may be indicated by the undersigned below, the undersigned is an “accredited investor,” as that term is defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”). The undersigned has initialed the box below indicating the basis on which he is representing his status as an “accredited investor”:

__________a bank as defined in Section 3(a)(2) of the Securities Act, or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary capacity; a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Securities Exchange Act”); an insurance company as defined in Section 2(13) of the Securities Act; an investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that Act; a small business investment company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, and such plan has total assets in excess of $5,000,000; an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are “accredited investors”;

__________a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940;

__________an organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;

__________a natural person whose individual net worth, or joint net worth with the undersigned’s spouse, at the time of this purchase exceeds $1,000,000. For purposes of this item, "net worth" means the excess of total assets at fair market value (including personal and real property, but excluding the estimated fair market value of a person's primary home) over total liabilities. Total liabilities excludes any mortgage on the primary home in an amount of up to the home's estimated fair market value as long as the mortgage was incurred more than 60 days before the Securities are purchased, but includes (i) any mortgage amount in excess of the home's fair market value and (ii) any mortgage amount that was borrowed during the 60-day period before the closing date for the sale of Securities for the purpose of investing in the Securities;

__________a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with the undersigned’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;

__________a trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a person who has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the prospective investment;

__________an entity in which all of the equity holders are “accredited investors” by virtue of their meeting one or more of the above standards; or

__________an individual who is a director or executive officer of PEDEVCO Corp.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Accredited Investor Status effective as of August ___, 2013.

	_________________________________________________ By: _________________________________________________ Signature Title: _________________________________________________ (required for any stockholder that is a corporation, partnership, trust or other entity)

Exhibit C

CERTIFICATE OF NON U.S. INVESTOR STATUS

This Certificate of Non U.S. Investor Status (“ Certificate ”) is being delivered pursuant to that certain Subscription Agreement to which this Certificate is attached, by and between PEDEVCO Corp. (the “ Company ”) and the undersigned. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Subscription Agreement.

NON-U.S. PERSON CERTIFICATION

If you are NOT a U.S. Person, you must complete and sign the following certification (please see the next page for the definition of “U.S. person”):

The undersigned hereby represents and warrants to the Company that he, she or it is not acquiring the Shares or Warrants for the account or benefit of any “U.S. person” (within the meaning of Regulation S under the Securities Act of 1933, as amended) and that, as of the date hereof, he, she or it is not a “U.S. person.”

Dated: August , 2013

	_________________________________________________ Print Name By: _________________________________________________ Signature Title: _________________________________________________ (required for any stockholder that is a corporation, partnership, trust or other entity)

IF YOU ARE A U.S. PERSON AND ARE THEREFORE UNABLE TO SIGN THIS CERTIFICATION, YOU MUST COMPLETE AND SIGN THE CERTIFICATE OF ACCREDITED INVESTOR STATUS FOR U.S. PERSONS ATTACHED AS EXHIBIT B TO THE SUBSCRIPTION AGREEMENT.

DEFINITION OF “U.S PERSON”

“U.S. person” means:

(1) Any natural person resident in the United States;

(2) Any partnership or corporation organized or incorporated under the laws of the United States;

(3) Any estate of which any executor or administrator is a U.S. person;

(4) Any trust of which any trustee is a U.S. person;

(5) Any agency or branch of a foreign entity located in the United States;

(6) Any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person;

(7) Any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; or

(8) Any partnership or corporation if: (i) organized or incorporated under the laws of any foreign jurisdiction; and (ii) formed by a U.S. person principally for the purpose of investing in securities not registered under the Act, unless it is organized or incorporated, and owned, by “accredited investors” 1 who are not natural persons, estates or trusts. 2

1 See the attached “Certificate of Accredited Investor” for the definition of “accredited investor.”

2 For further clarification, the following are not deemed to be “U.S. persons” under Regulation S of the Act: (i) Any discretionary account or similar account (other than an estate or trust) held for the benefit or account of a non-U.S. person by a dealer or other professional fiduciary organized, incorporated, or (if an individual) resident in the United States; (ii) Any estate of which any professional fiduciary acting as executor or administrator is a U.S. person if: (A) An executor or administrator of the estate who is not a U.S. person has sole or shared investment discretion with respect to the assets of the estate; and (B) The estate is governed by foreign law; (iii) Any trust of which any professional fiduciary acting as trustee is a U.S. person, if a trustee who is not a U.S. person has sole or shared investment discretion with respect to the trust assets, and no beneficiary of the trust (and no settlor if the trust is revocable) is a U.S. person; (iv) An employee benefit plan established and administered in accordance with the law of a country other than the United States and customary practices and documentation of such country; (v) Any agency or branch of a U.S. person located outside the United States if: (A) The agency or branch operates for valid business reasons; and (B) The agency or branch is engaged in the business of insurance or banking and is subject to substantive insurance or banking regulation, respectively, in the jurisdiction where located; and (vi) The International Monetary Fund, the International Bank for Reconstruction and Development, the Inter-American Development Bank, the Asian Development Bank, the African Development Bank, the United Nations, and their agencies, affiliates and pension plans, and any other similar international organizations, their agencies, affiliates and pension plans.

EXHIBIT 10.2

FIRST AMENDMENT TO

COMMON STOCK AND WARRANT

SUBSCRIPTION AGREEMENT

This First Amendment to Common Stock and Warrant Subscription Agreement (this “ Agreement ”) dated August 12, 2013 (the “ Effective Date ”), is by and among PEDEVCO Corp. , a Texas corporation (the “ Company ”) and _____________________ , a ______________________ (“ Subscriber ”), each a “ Party ” and collectively the “ Parties. ”

W I T N E S S E T H :

WHEREAS , on August 12, 2013, the Company and Subscriber entered into that certain Common Stock and Warrant Subscription Agreement (the “ Subscription Agreement ”), pursuant to which the Subscriber subscribed to purchase (a) ____________ shares of the Company’s common stock (the “ Common Stock ”) at a price of $3.00 per share (the “ Shares ”), and (b) three-year warrants exercisable on a cash basis for (i) an aggregate of __________ shares of Common Stock at $3.75 per share, (ii) an aggregate of __________ shares of Common Stock at $4.50 per share, and (iii) an aggregate of ____________ shares of Common Stock at $5.25 per share (collectively all of the warrants, the “ Warrants ”), for aggregate proceeds to the Company of $___________ (the “ Subscription Price ”);

WHEREAS , the Subscription Agreement provided for the Subscriber to pay the entire Subscription Price in cash at the time of the investment via wire transfer;

WHEREAS , the Parties now desire to amend and modify the Subscription Agreement to allow the Subscriber to pay the Subscription Price through the payment of (a) $________ in cash; and (b) $__________ in the form of a Promissory Note (the “ Payment Change ”), as described in greater detail below; and

WHEREAS , the Parties desire to enter into this Agreement to provide for the Payment Change and to further amend the Subscription Agreement and related documents pursuant to the terms and conditions of this Agreement.

NOW, THEREFORE , in consideration of the premises and the mutual covenants, agreements, and considerations herein contained, and other consideration, which consideration the Parties hereby acknowledge and confirm the sufficiency thereof, the Parties hereto agree as follows:

1. Amendment to Subscription Agreement .

(a) Section 1(j) of the Subscription Agreement is hereby amended and restated and is further replaced and superseded in its entirety by the following Section (j) (the “ Subscription Amendment ”):

“(j) The lead Participant in the Offering, Yao Hang Finance (Hong Kong) Limited (the “ Lead Investor ”), shall (a) wire US$10,000,000 to an account designated by the Company (the “ Wire ”); and (b) enter into the Promissory Note attached hereto as Exhibit D (the “ Promissory Note ”), for its purchase of 6,666,667 Shares and Warrants exercisable for an aggregate of 2,000,001 Warrant Shares. The Shares and Warrants shall be issued and granted, respectively, upon the payment by the Lead Investor of the Wire and delivery of the executed Promissory Note, provided that until the Promissory Note is paid in full, 3,333,333 of the Shares (the “ Escrow Shares ”) and Warrants exercisable for 999,999 Warrant Shares (one-half of each of the Warrants to purchase shares of common stock at $3.75, $4.50 and $5.25 per share, the “ Escrow Warrants ”), shall be held in escrow by the Company (or its Transfer Agent or legal counsel) and the Lead Investor shall be prohibited from (A)(i) selling, transferring, encumbering, hypothecating, pledging, assigning or otherwise disposing of any of the Escrow Shares or Escrow Warrants, or (ii) entering into any contract, option or other legally binding undertaking providing for any transaction provided in (i) (each a “ Transaction ”) and from (B) exercising the Escrow Warrants, until such time as the Promissory Note is paid in full.

[Upon approval by the Company, other participants in the Offering may also enter into a Promissory Note in the form attached hereto as Exhibit D for their purchase of Shares and Warrants issuable in the Offering. The Shares and Warrants shall be issued and granted, respectively, upon delivery of an executed Promissory Note from such participants, provided that until a participant’s Promissory Note is paid in full, all corresponding Escrow Shares and Escrow Warrants shall be held in escrow by the Company (or its Transfer Agent or legal counsel) and the participant shall be prohibited from a Transaction and from (B) exercising the Escrow Warrants, until such time as the Promissory Note is paid in full.]”

(b) A new Exhibit D in the form of Exhibit A hereto is hereby added to the Subscription Agreement (the “ Promissory Note ”).

2. Amendment to Warrants . Each of the three Warrants For the Purchase of Common Stock granted to the Subscriber, which evidence the Warrants (Warrant Nos. CSW-___, CSW-___, and CSW-___) (collectively, the “ Warrant Agreements ”), are hereby amended to each include a new Section 14, which reads as follows (the “ Warrant Amendment ”):

“14. Non-Transfer or Exercise . The Holder agrees (a) that warrants to purchase _____________ Warrant Shares evidenced by this Warrant (the “Escrow Warrants”) shall not be able to be exercised until payment in full of that certain Promissory Note dated August 12, 2013 provided by the Holder to the Company (the “Promissory Note”); and (b) not to (i) sell, transfer, encumber, hypothecate, pledge, assign or otherwise dispose of any of the Escrow Warrants, or (ii) enter into any contract, option or other legally binding undertaking providing for any transaction provided in (i) (each a “Transaction”) until payment in full of the Promissory Note.”

3. Amendments . For the sake of clarity and in an abundance of caution, the Subscriber hereby confirms, acknowledges and agrees to the Subscription Amendment and Warrant Amendment and further agrees to the terms and conditions of the Promissory Note.

4. Consideration . Each of the Parties agrees and confirms by signing below that they have received valid consideration in connection with this Agreement and the transactions contemplated herein.

5. Mutual Representations, Covenants and Warranties . Each of the Parties, for themselves and for the benefit of each of the other Parties hereto, represents, covenants and warranties that:

(a) Such Party has all requisite power and authority, corporate or otherwise, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby. This Agreement constitutes the legal, valid and binding obligation of such Party enforceable against such Party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and general equitable principles; and

(b) The execution and delivery by such Party and the consummation of the transactions contemplated hereby and thereby do not and shall not, by the lapse of time, the giving of notice or otherwise: (i) constitute a violation of any law; or

(ii) constitute a breach of any provision contained in, or a default under, any governmental approval, any writ, injunction, order, judgment or decree of any governmental authority or any contract to which such Party is bound or affected.

6. Further Assurances . The Parties agree that, from time to time, each of them will take such other action and to execute, acknowledge and deliver such contracts, deeds, or other documents as may be reasonably requested and necessary or appropriate to carry out the purposes and intent of this Agreement and the transactions contemplated herein.

7. Reconfirmation of Subscription Agreement . The Company and the Subscriber hereby reaffirm all terms, conditions, covenants, representations and warranties made in the Subscription Agreement, to the extent the same are not amended hereby effective as of the Effective Date.

8. Effect of Agreement . Upon the effectiveness of this Agreement, each reference in the Subscription Agreement and the agreements evidencing the Warrants (the “ Warrant Agreements ”) to “ Agreement, ” “ hereunder, ” “ hereof, ” “ herein ” or words of like import shall mean and be a reference to such Subscription Agreement and Warrant Agreements as modified or waived hereby.

9. Subscription Agreement and Warrant Agreements to Continue in Full Force and Effect . Except as specifically modified or amended herein, the Subscription Agreements and Warrant Agreements and the terms and conditions thereof shall remain in full force and effect.

10. Benefit and Burden . This Agreement shall inure to the benefit of, and shall be binding upon, the Parties hereto and their successors and permitted assigns.

11. Severability . Every provision of this Agreement is intended to be severable. If, in any jurisdiction, any term or provision hereof is determined to be invalid or unenforceable, (a) the remaining terms and provisions hereof shall be unimpaired, (b) any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such term or provision in any other jurisdiction, and (c) the invalid or unenforceable term or provision shall, for purposes of such jurisdiction, be deemed replaced by a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision. If a court of competent jurisdiction determines that any covenant or restriction set forth in this Agreement is unreasonable or unenforceable, the court shall reduce or modify such covenants or restrictions to those which it deems reasonable and enforceable under the circumstances and, as so reduced or modified, the parties hereto agree that such covenants and restrictions shall remain in full force and effect as so modified. In the event a court of competent jurisdiction determines that any provision of this Agreement is invalid or against public policy and cannot be so reduced or modified so as to be made enforceable, the remaining provisions of this Agreement shall not be affected thereby, and shall remain in full force and effect.

12. Entire Agreement . This Agreement sets forth all of the promises, agreements, conditions, understandings, warranties and representations among the Parties with respect to the transactions contemplated hereby and thereby, and supersedes all prior agreements, arrangements and understandings between the Parties, whether written, oral or otherwise.

13. Construction . In this Agreement words importing the singular number include the plural and vice versa; words importing the masculine gender include the feminine and neuter genders.

14. Effect of Facsimile and Photocopied Signatures . This Agreement may be executed in several counterparts, each of which is an original. It shall not be necessary in making proof of this Agreement or any counterpart hereof to produce or account for any of the other counterparts. A copy of this Agreement signed by one Party and faxed to another Party shall be deemed to have been executed and delivered by the signing Party as though an original. A photocopy of this Agreement shall be effective as an original for all purposes.

[Remainder of page left intentionally blank. Signature page follows.]

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and year first written above to be effective upon the Effective Date.

(“ Company ”)

PEDEVCO CORP.

__________________________

Frank C. Ingriselli

Chief Executive Officer

(“ Subscriber ”)

______________________________________

By: __________________________

Its:___________________________

Printed Name:___________________

EXHIBIT 10.3

PROMISSORY NOTE

US$_________________

August 12, 2013

NOW THEREFORE FOR VALUE RECEIVED, the undersigned, ______________________ , a _________________ (the " Maker "), hereby promises to pay to the order of PEDEVCO Corp. , a Texas corporation (the " Payee "), the principal sum of ________________ (US$____________) , in lawful money of the United States of America, which shall be legal tender, bearing interest and payable as provided herein. This Promissory Note (this " Note " or " Promissory Note ") has an effective date of August__, 2013 (the “ Effective Date ”). This Note is entered into to evidence amounts agreed to be paid by the Maker to the Payee in connection with that certain Common Stock and Warrant Subscription Agreement dated August __, 2013 ( as the same has been or may be renewed, extended, modified, increased or restated from time to time the “ Subscription Agreement ”).

1. This Note shall not accrue interest.

2. This Note is payable on [December 1, 2013][thirty (30) days from the Effective Date], the “ Maturity Date ”.

3. This Note may be prepaid in whole or in part, at any time and from time to time, without premium or penalty.

4. If any payment of principal or interest on this Note shall become due on a Saturday, Sunday or any other day on which national banks are not open for business, such payment shall be made on the next succeeding business day.

5. This Note shall be binding upon the Maker and inure to the benefit of the Payee named herein and Payee's respective successors and assigns.

6. No provision of this Note shall alter or impair the obligation of Maker to pay the principal of and interest on this Note at the times, places and rates, and in the coin or currency, herein prescribed.

7. The Maker will do or cause to be done all things reasonably necessary to preserve and keep in full force and effect its corporate existence, rights and

franchises and comply with all laws applicable to the Maker, except where

the failure to comply could not reasonably be expected to have a material adverse effect on the Maker.

8. Notwithstanding anything to the contrary in this Note or any other agreement entered into in connection herewith, whether now existing or hereafter arising and whether written or oral, it is agreed that the aggregate of all interest and any other charges constituting interest, or adjudicated as constituting interest, and contracted for, chargeable or receivable under this Note or otherwise in connection with this loan transaction, shall under no circumstances exceed the Maximum Rate (as defined below).

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9. The Maker represents and warrants to Payee as follows:

(a) The execution and delivery by the Maker of this Note (i) are within the Maker’s corporate power and authority, and (ii) have been duly authorized by all necessary corporate action.

(b) This Note is a legally binding obligation of the Maker, enforceable against the Maker in accordance with the terms hereof, except to the extent that

(i) such enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights, and (ii) the availability of the remedy of specific performance or injunctive or other equitable relief is subject to the discretion of the court before which any proceeding therefore may be brought.

10. If an Event of Default (as defined herein or below) occurs (unless all Events of Default have been cured or waived by Payee), Payee may, by written notice to the Maker, declare the principal amount then outstanding of, and the accrued interest and all other amounts payable on, this Note to be immediately due and payable.

11. The following events and/or any other Events of Default defined elsewhere in this Note are “ Events of Default ” under this Note:

(a) the Maker shall fail to pay, when and as due, the principal or interest payable hereunder (if any) within five (5) days from the due date of such payment; or

(b) the Maker shall have breached in any material respect any covenant in this Note or the Subscription Agreement, and, with respect to breaches capable of being cured, such breach shall not have been cured within ten (10) days following the occurrence of such breach; or

(c) the Maker shall: (i) become insolvent or take any action which constitutes its admission of inability to pay its debts as they mature; (ii) make an assignment for the benefit of creditors, file a petition in bankruptcy, petition or apply to any tribunal for the appointment of a custodian, receiver or a trustee for it or a substantial portion of its assets; (iii) commence any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution or liquidation or statute of any jurisdiction, whether now or hereafter in effect; (iv) have filed against it any such petition or application in which an order for relief is entered or which remains undismissed for a period of ninety (90) days or more; (v) indicate its consent to, approval of or acquiescence in any such petition, application, proceeding or order for relief or the appointment of a custodian, receiver or trustee for it or a substantial portion of its assets; or (vi) suffer any such custodianship, receivership or trusteeship to continue undischarged for a period of ninety (90) days or more; or

(d) the Maker shall take any action authorizing, or in furtherance of, any of the foregoing.

12. In case any one or more Events of Default shall occur and be continuing, Payee may proceed to protect and enforce its rights by an action at law, suit in equity or other appropriate proceeding, whether for the specific performance of any agreement contained herein or for an injunction against a violation of any of the terms hereof, or in aid of the exercise of any power granted hereby or thereby or by law or otherwise, and may take such actions as Payee determines in its sole discretion, including, but not limited to, automatic cancellation and rescission of the Escrow Shares and Escrow Warrants (each, as defined in the Subscription Agreement) upon written notice to the Maker and without further action on Maker’s part. In case of a default in the payment of any principal of or premium, if any, or interest on this Note, the Maker will pay to Payee such further amount as shall be sufficient to cover the reasonable cost and expenses of collection, including, without limitation, reasonable attorneys’ fees, expenses and disbursements. No course of dealing and no delay on the part of Payee in exercising any right, power or remedy shall operate as a waiver thereof or otherwise prejudice Payee’s rights, powers or remedies. No right, power or remedy conferred by this Note upon Payee shall be exclusive of any other right, power or remedy referred to herein or therein or now or hereafter available at law, in equity, by statute or otherwise.

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13. If from any circumstance any holder of this Note shall ever receive interest or any other charges constituting interest, or adjudicated as constituting interest, the amount, if any, which would exceed the Maximum Rate shall be applied to the reduction of the principal amount owing on this Note, and not to the payment of interest; or if such excessive interest exceeds the unpaid balance of principal hereof, the amount of such excessive interest that exceeds the unpaid balance of principal hereof shall be refunded to Maker. In determining whether or not the interest paid or payable exceeds the Maximum Rate, to the extent permitted by applicable law (i) any non-principal payment shall be characterized as an expense, fee or premium rather than as interest; and (ii) all interest at any time contracted for, charged, received or preserved in connection herewith shall be amortized, prorated, allocated and spread in equal parts during the period of the full stated term of this Note. The term " Maximum Rate " shall mean the maximum rate of interest allowed by applicable federal or state law.

14. This Note may be executed in several counterparts, each of which is an original. It shall not be necessary in making proof of this Note or any counterpart hereof to produce or account for any of the other counterparts. A copy of this Note signed by one party and faxed or scanned and emailed to another party (as a PDF or similar image file) shall be deemed to have been executed and delivered by the signing party as though an original. A photocopy or PDF of this Note shall be effective as an original for all purposes.

15. It is the intention of the parties hereto that the terms and provisions of this Note are to be construed in accordance with and governed by the laws of the State of California, except as such laws may be preempted by any federal law controlling the rate of interest which may be charged on account of this Note. The parties hereby consent and agree that, in any actions predicated upon this Note, venue is properly laid in California and that the Superior Court in and for Contra Costa County, California, shall have full subject matter and personal jurisdiction over the parties to determine all issues arising out of or in connection with the execution and enforcement of this Note.

16. The term “ Maker ” as used herein in every instance shall include the Maker’s successors, legal representatives and assigns, including all subsequent grantees, either voluntarily by act of the Maker or involuntarily by operation of law and shall denote the singular and/or plural and the masculine and/or feminine and natural and/or artificial persons, whenever and wherever the contexts so requires or properly applies. The term “ Payee ” as used herein in every instance shall include the Payee’s successors, legal representatives and assigns, as well as all subsequent assignees, endorsees and Payees of this Note, either voluntarily by act of the parties or involuntarily by operation of law. Captions and paragraph headings in this Note are for convenience only and shall not affect its interpretation. If and whenever this Note shall be assigned and transferred, or negotiated, including transfers to substitute or successor trustees (all of which transfers and assignments shall not require the consent of Maker), the Payee hereof shall be deemed the “ Payee ” for all purposes under this Note.

17. Anything else in this Note to the contrary notwithstanding, in any action arising out of this Agreement, the prevailing party shall be entitled to collect from the non-prevailing party all of its attorneys’ fees. For the purposes of this Note, the party who receives or is awarded a substantial portion of the damages or claims sought in any proceeding shall be deemed the “ prevailing ” party and attorneys’ fees shall mean the reasonable fees charged by an attorney or a law firm for legal services and the services of any legal assistants, and costs of litigation, including, but not limited to, fees and costs at trial and appellate levels.

18. In the event any one or more of the provisions contained in this Note shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Note shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

19. No modification, amendment, addition to, or termination of this Note, nor waiver of any of its provisions, shall be valid or enforceable unless in writing and signed by all the parties hereto.

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20. The Note constitutes the entire agreement of the parties regarding the matters contemplated herein, or related thereto, and supersedes all prior and contemporaneous agreements, and understandings of the parties in connection therewith.

IN WITNESS WHEREOF, Maker has duly executed this Promissory Note as of the day and year first above written, with an Effective Date as provided above.

	“ Maker ”

	By:	/s/
		Name
		Title

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