PEDEVCO CORP (Form: 8-K, Received: 09/05/2013 15:30:46)

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: September 5, 2013

DATE OF EARLIEST EVENT REPORTED: September 5, 2013

(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):

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 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.

Effective on the date of the listing of the common stock of PEDEVCO Corp. (the “Company”) on the NYSE MKT, which is anticipated to occur on or about Tuesday, September 10, 2013, and in connection with the anticipated appointment of Mr. David C. Crikelair and Ms. Elizabeth P. Smith as directors of the Company immediately prior to the opening of trading on the NYSE MKT on such date (as described in greater detail below under Item 5.02), the Company plans to issue a number of shares of the Company’s restricted common stock equal to (i) $60,000 divided by (ii) the closing sales price of the Company’s stock as quoted on the NYSE MKT on such date, to each of Mr. Crikelair and Ms. Smith under the Company’s 2012 Equity Incentive Plan (the “Plan”) and subject thereto. The restricted stock shall be subject to the terms and conditions of standard Plan form restricted stock purchase agreements to be entered into by and between the Company and each of Mr. Crikelair and Ms. Smith and the 2012 Equity Incentive Plan, and will be subject to a Company repurchase option that lapses as to 100% of the shares on the one year anniversary of the grant date, so long as Mr. Crikelair and Ms. Smith, respectively, remain a director, employee of, or consultant to the Company.

The Company will claim an exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended, for the issuances, because, among other things, the transactions will not involve a public offering, each recipient will be a director of the Company and will have access to information about the Company and their investment, each recipient will take the respective securities for investment and not resale and the Company will take appropriate measures to restrict the transfer of the securities.

ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS, ELECTION OF DIRECTORS, APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

Effective immediately prior to the opening of trading on the NYSE MKT on the effective date of the listing of the common stock of the Company on the NYSE MKT, which is anticipated to occur on or about Tuesday, September 10, 2013, Mr. Michael L. Peterson and Mr. Jamie Tseng shall resign from the Board of Directors (the “Board”) of the Company and Mr. David C. Crikelair and Ms. Elizabeth P. Smith shall be appointed as their successors on the Board, whose appointments are contingent and immediately effective upon Messrs. Peterson and Tseng’s resignations. Neither Mr. Peterson’s nor Mr. Tseng’s resignations are a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Mr. Peterson will remain the Chief Financial Officer and Executive Vice President and Mr. Tseng will remain the Company’s Senior Vice President and Managing Director following their resignations as directors. The Company’s Board has determined that Mr. Crikelair and Ms. Smith are each an independent director as defined in the NYSE MKT rules governing members of boards of directors and as defined under Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Therefore, effective upon the appointments of Mr. Crikelair and Ms. Smith and immediately prior to the anticipated listing of the Company’s common stock on the NYSE MKT, a majority of the members of our Board shall be independent as defined in the NYSE MKT rules governing members of boards of directors and as defined under Rule 10A-3 of the Exchange Act.

David C. Crikelair, Age 65

Mr. Crikelair has more than 40 years of experience in the oil and gas industry, and has broad experience in the areas of corporate finance, banking, capital markets and financial reporting. Since 2001, Mr. Crikelair has been as co-owner and served as a Managing Partner of FrontStreet Partners, LLC, a privately-held energy and real estate investment firm. Previously, Mr. Crikelair spent most of his career with Texaco Inc. and affiliates, serving in various financial and operating positions, including: Vice President of Texaco Inc. (1991 - 1999), corporate Treasurer (1986 - 1991), and Head of the Alternate Energy Department (1991 - 1996), responsible for worldwide co-generation and power businesses, technology licensing, gasification business, ethanol manufacturing, intellectual property, and non-oil and gas natural resources. Mr. Crikelair also served as Chief Financial Officer of Equilon Enterprises, LLC (1998 - 1999), the major Houston based joint venture of the Shell Oil Company and Texaco Inc. focused on the refining, marketing, trading, transportation and lubricant businesses. Mr. Crikelair also served as a Director of Caltex Petroleum Corporation, the principal international refining and marketing joint venture company owned by Texaco Inc. and Chevron. He also served as Chief Financial Officer for a privately-held software company focused on collaborative supply chain activities.

Mr. Crikelair has served as a member of various not for profit community and governmental organizations and boards. He continues to be involved in a number of charitable organizations. Mr. Crikelair graduated from Franklin and Marshall College in 1969 with a Bachelor of Arts degree in Mathematics and received a Masters of Business Administration in Corporate Finance from the New York University Graduate School of Business Administration in 1971.

The Board believes that Mr. Crikelair’s over 40 years’ experience in corporate finance, banking, capital markets and financial reporting in the energy industry, and the insights he has gained from these experiences, will provide crucial guidance for our Company’s future operations, capital raising efforts, and oversight of our financial reporting and internal controls.

There are no arrangements or understandings between Mr. Crikelair and any other persons pursuant to which Mr. Crikelair was selected as a director. Mr. Crikelair shall serve as a member of each of the Company’s Nominating and Corporate Governance Committee, Compensation Committee and Audit Committee of the Board of Directors, each of which shall be formed prior to the effective date of the listing of the Company’s common stock on the NYSE MKT, and he shall serve as Chairman of the Audit Committee. The Board has also determined that Mr. Crikelair is an “audit committee financial expert” as defined under Item 407(d)(5) of Regulation S-K of the Exchange Act. Effective upon his appointment to the Board of Directors, the Board of Directors approved the grant to Mr. Crikelair of a number of shares of restricted common stock of the Company equal to (i) $60,000 divided by (ii) the closing sales price of the Company’s stock as quoted on the NYSE MKT on the effective date of Mr. Crikelair’s appointment to the Board in consideration for his joining the Company’s Board of Directors, such grant to be issued under the Plan. The restricted stock shall be subject to the terms and conditions of a standard Plan form restricted stock purchase agreement to be entered into by and between the Company and Mr. Crikelair and the 2012 Equity Incentive Plan, and shall be subject to a Company repurchase option that lapses as to 100% of the shares on the one year anniversary of the grant date, so long as Mr. Crikelair remains a director, employee of, or consultant to the Company. In addition, Mr. Crikelair shall receive $5,000 cash compensation per calendar quarter of service on the Board, paid quarterly in arrears at the end of each quarter, in accordance with the Board Compensation Plan approved by the Company’s Board of Directors.

Elizabeth P. Smith, Age 63

Ms. Smith retired from Texaco Inc. as Vice President-Investor Relations and Shareholder Services in late 2001 following its merger with Chevron Corp. Ms. Smith was also the Corporate Compliance Officer for Texaco and was a member of the Board of The Texaco Foundation. Ms. Smith joined Texaco’s Legal Department in 1976. As an attorney in the Legal Department, Ms. Smith handled administrative law matters and litigation. She served as Chairman of the American Petroleum Institute’s Subcommittee on Department of Energy Law for the 1983-1985 term. Ms. Smith was appointed Director of Investor Relations for Texaco, Inc. in 1984, and was named Vice President of the Corporate Communications division in 1989. In 1992, Ms. Smith was elected a Vice President of Texaco Inc. and assumed additional responsibilities as head of that company’s Shareholder Services Group. In 1999, Ms. Smith was named Corporate Compliance Officer for Texaco. Ms. Smith served as a Director of Pacific Asia Petroleum, Inc. until its merger with CAMAC Energy, Inc. in April of 2010.

Ms. Smith was elected to the Board of Finance of Darien, Connecticut, in November 2007, and since November 2010, has been serving as the Chairman. In June of 2012, Ms. Smith was elected a Trustee of St. Luke’s School in New Canaan, Connecticut. From 2007 through 2010, Ms. Smith has also served as a Board Member of the Community Fund of Darien, Connecticut, and from 1996 through 2006, Ms. Smith served on the board of directors of INROADS/Fairfield Westchester Counties, Inc. From 2002 through 2005 Ms. Smith served as a member of the board of Families with Children from China-Greater New York, and from 2004 through 2005 she served as a member of the Board of The Chinese Language School of Connecticut. While at Texaco, Ms. Smith was an active member in NIRI (National Investor Relations Institute) and the NIRI Senior Roundtable. She has been a member and past President of both the Investor Relations Association and the Petroleum Investor Relations Institute. Ms. Smith was a member of the Board of Trustees of Marymount College Tarrytown from 1993 until 2001. She was also a member of the Board of The Education and Learning Foundation of Westchester and Putnam Counties from 1993 to 2002.

Ms. Smith graduated from Bucknell University in 1971 with a Bachelor of Arts degree, cum laude, and received a Doctor of Jurisprudence degree from Georgetown University Law Center in 1976.

The Board believes that Ms. Smith’s over 30 years’ experience in corporate compliance, investor relations, and law in the energy industry working at a major U.S. oil and gas company, and the insights she has gained from these experiences, will provide crucial guidance for our Company’s future operations and compliance efforts.

There are no arrangements or understandings between Ms. Smith and any other persons pursuant to which Ms. Smith was selected as a director. Ms. Smith shall serve as a member of each of the Company’s Nominating and Corporate Governance Committee, Compensation Committee and Audit Committee of the Board of Directors, each of which shall be formed prior to the effective date of the listing of the Company’s common stock on the NYSE MKT, and she shall serve as Chairman of the Nominating and Corporate Governance Committee and the Compensation Committee. Effective upon her appointment to the Board of Directors, the Board of Directors approved the grant to Ms. Smith of a number of shares of restricted common stock of the Company equal to (i) $60,000 divided by (ii) the closing sales price of the Company’s stock as quoted on the NYSE MKT on the effective date of Ms. Smith’s appointment to the Board in consideration for her joining the Company’s Board of Directors, such grant to be issued under the Plan. The restricted stock shall be subject to the terms and conditions of a standard Plan form restricted stock purchase agreement to be entered into by and between the Company and Ms. Smith and the 2012 Equity Incentive Plan, and shall be subject to a Company repurchase option that lapses as to 100% of the shares on the one year anniversary of the grant date, so long as Ms. Smith remains a director, employee of, or consultant to the Company. In addition, Ms. Smith shall receive $5,000 cash compensation per calendar quarter of service on the Board, paid quarterly in arrears at the end of each quarter, in accordance with the Board Compensation Plan approved by the Company’s Board of Directors.

ITEM 8.01 OTHER EVENTS.

On September 5, 2013, the Board adopted charters for the Nominating and Corporate Governance Committee, Compensation Committee and Audit Committee, which committees shall be formed effective immediately prior to the opening of trading on the NYSE MKT on the effective date of the listing of the common stock of the Company on the NYSE MKT, which is anticipated to occur on or about Tuesday, September 10, 2013, and appointed the following directors to such newly formed committees contingent upon the formation thereof:

Director

Audit Committee

Compensation Committee

Nominating and Corporate Governance Committee

Independent

Frank C. Ingriselli

David C. Crikelair

Elizabeth P. Smith

C - Chairman of Committee.

M – Member.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit No.		Description

17.1 *		Resignation of Jamie Tseng, dated September 5, 2013
17.2 *		Resignation of Michael L. Peterson, dated September 5, 2013
99.1 *		Charter of the Nominating and Corporate Governance Committee
99.2 *		Charter of the Compensation Committee
99.3 *		Charter of the Audit Committee

* Furnished herewith.

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/ Michael L. Peterson
		Michael L. Peterson
		Executive Vice President and Chief Financial Officer

Date: September 5, 2013

Exhibit No.		Description

17.1 *		Resignation of Jamie Tseng, dated September 5, 2013
17.2 *		Resignation of Michael L. Peterson, dated September 5, 2013
99.1 *		Charter of the Nominating and Corporate Governance Committee
99.2 *		Charter of the Compensation Committee
99.3 *		Charter of the Audit Committee

* Furnished herewith.

Attn: Board of Directors

4125 Blackhawk Plaza Circle

Danville, California 94506

Re: Resignation from Board of Directors

Dear Board of Directors:

I hereby resign from the Board of Directors of PEDEVCO CORP., a Texas corporation (the "Company"), effective immediately prior to the listing of the Company’s common stock on the NYSE MKT.

Dated: September 5, 2013	/s/ Jamie Tseng
	JAMIE TSENG

Attn: Board of Directors

4125 Blackhawk Plaza Circle

Danville, California 94506

Re: Resignation from Board of Directors

Dear Board of Directors:

I hereby resign from the Board of Directors of PEDEVCO CORP., a Texas corporation (the "Company"), effective immediately prior to the listing of the Company’s common stock on the NYSE MKT.

Dated: September 5, 2013	/s/ Michael L. Peterson
	MICHAEL L. PETERSON

CHARTER OF THE NOMINATING AND CORPORATE GOVERNANCE

COMMITTEE OF THE BOARD OF DIRECTORS

PEDEVCO CORP.

Organization and Governance of the Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee (the “ Committee ”) of the Board of Directors (the " Board ") of PEDEVCO CORP. (the “ Company ”) will consist of not less than two members appointed by the Board, each of whom must be an independent director as defined by the rules and regulations of the NYSE MKT and, if applicable, must also satisfy any independence requirements that may be imposed by the Securities and Exchange Commission.

In order to fulfill its responsibilities, the Committee will be organized and governed in the following manner:

●	Committee members will be appointed and removed by the Board, and the Board will designate a Chairman of the Committee;

●	Action may be taken by the Committee upon the affirmative vote of (1) both of the Committee members if the Committee has two members or (2) a majority of the Committee members if the Committee has at least three members;

●	Any member of the Committee may call a meeting of the Committee upon the delivery of notice to every other Committee member at least forty-eight hours prior to the meeting;

●	Action may be taken by the Committee without a meeting if all of the members of the Committee indicate their approval of such action in writing; and

●	The Committee may delegate its authority to a subcommittee to the extent permitted by applicable laws, rules and regulations.

Purposes of the Committee

The purposes of the Committee are (1) to identify individuals qualified to become members of the Board, (2) to select, or recommend for the Board's selection, the director nominees for the next annual meeting of shareholders, (3) to oversee the evaluation of the Board and its dealings with management and appropriate committees of the Board, and (4) to periodically review and make recommendations regarding the Company's corporate governance policies.

Responsibilities of the Committee

The Committee has the following responsibilities:

●

Identify individuals qualified to become Board members (including for purposes of filling Board vacancies), consistent with criteria approved by the Board and the Committee, receive nominations for such qualified individuals and review recommendations put forward by the Chief Executive Officer or by any director or shareholder;

●	Select, or recommend for the Board's selection, the director nominees for the next annual meeting of shareholders, taking into account each candidate’s ability, judgment and experience and the overall diversity and composition of the Board;

●

Establish in conjunction with the Board, and review and approve the description in the Company's annual proxy statement regarding, the Company's director nomination process, including (1) the Committee's policy regarding the consideration of director nominees recommended by shareholders, (2) the procedures to be followed by shareholders in submitting director nominations, (3) the qualifications that the Committee believes a director must possess, including any specific qualities or skills that the Committee believes are necessary for a director to possess, and (4) the Committee's process for identifying and evaluating nominees for a position on the Board, including whether the Committee considers diversity in identifying Board nominees;

●	Recommend to the Board qualified individuals to serve as committee members on the various Board committees, with the Committee to review and recommend committee slates annually and to recommend additional committee members to fill vacancies as needed;

●	Clearly articulate to each director what is expected of such director, including reference to the Company’s corporate governance policies and directors’ basic duties and responsibilities with respect to attendance at Board meetings and advance review of meeting materials;

●

Review the Company’s practices and policies with respect to directors, including the size and functional skills composition of the Board, the ratio of employee directors to non-employee directors, the meeting frequency of the Board and the structure of Board meetings and make recommendations to the Board with respect to those matters;

●	Review the functions, duties and composition of the committees of the Board and make recommendations to the Board with respect to those matters;

●	Recommend to the Board, or to the appropriate Board committee, processes for annual evaluations of the performance of the Board, the Chairman of the Board and the Chief Executive Officer and committees of the Board;

●	Consider and report to the Board any questions of possible conflicts of interest of Board members;

●	Periodically review and, if necessary or appropriate, recommend to the Board changes to (1) the Company's Code of Business Conduct and Ethics, (2) the Company's Insider Trading Policy, and (3) any other corporate governance policies that are adopted by the Board;

●	Periodically review the adequacy of this Charter and submit any recommended changes to the Board for approval;

●	Maintain minutes of the Committee's meetings and actions by written consent, and report the Committee's actions and recommendations to the Board on a periodic basis; and

●	Annually evaluate the performance of the Committee, the results of which will be presented to the Board.

Retention of Committee Advisers and Payment of Expenses

In order to fulfill its responsibilities, the Committee has the authority (but not the obligation) to retain search firms to assist in the identification of director candidates and has the authority to approve each search firm’s fees and other retention terms. The Committee also has the authority (but not the obligation) to retain legal, accounting and other advisers to assist the Committee in carrying out its responsibilities and to determine the compensation of such legal, accounting and other advisers. The Committee has the authority to terminate, if appropriate, any such search firms and legal, accounting and other advisers. The Company is responsible for paying the fees and expenses that are charged by such search firms and legal, accounting and other advisers and that are approved by the Committee.

COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS

Organization and Governance of the Compensation Committee

The Compensation Committee (the “ Committee ”) of the Board of Directors (the " Board ") of PEDEVCO CORP. (the “ Company ”) will consist of not less than two members appointed by the Board, each of whom must be (1) a “non-employee director” within the meaning of Rule 16b-3 promulgated under Section 16 of the Securities Exchange Act of 1934, as amended (the " Exchange Act "), (2) an “outside director” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended, and applicable rules and regulations thereunder, and (3) an "independent director" as defined by the rules and regulations of the NYSE MKT. Each Committee member must also satisfy any additional independence requirements for compensation committee members that are applicable to the Company and that may be adopted by the NYSE MKT or the Securities and Exchange Commission (the " SEC ") pursuant to Section 10C(a) of the Exchange Act or Rule 10C-1 under the Exchange Act.

In order to fulfill its responsibilities, the Committee will be organized and governed in the following manner:

●	Committee members will be appointed and removed by the Board, and the Board will designate a Chairman of the Committee;

●	Action may be taken by the Committee upon the affirmative vote of (1) both of the Committee members if the Committee has two members or (2) a majority of the Committee members if the Committee has at least three members;

●	Any member of the Committee may call a meeting of the Committee upon the delivery of notice to every other Committee member at least forty-eight hours prior to the meeting;

●	Action may be taken by the Committee without a meeting if all of the members of the Committee indicate their approval of such action in writing; and

●	The Committee may delegate its authority to a subcommittee to the extent permitted by applicable laws, rules and regulations.

Purposes of the Committee

The purpose of the Committee is to discharge the Board’s responsibilities relating to compensation of the Company’s Officers (as defined below). The Committee has overall responsibility for approving and administering the Officer compensation plans, policies and programs of the Company. The Committee is also responsible for preparing an annual report on executive compensation for inclusion in the Company’s proxy statement, if required by the rules and regulations of the SEC.

The policy of the Committee is to provide compensation to the Company’s Officers in such a manner as to attract and retain the best available personnel for positions of substantial responsibility with the Company, to provide incentives for such persons to perform to the best of their abilities for the Company, and to promote the success of the Company’s business.

Responsibilities of the Committee

The Committee has the following responsibilities:

●

Review annually and approve the corporate objectives relevant to the compensation of all officers of the Company (" Officers "), including the Chief Executive Officer, as the term "officer" is defined in applicable SEC and NYSE MKT rules and regulations, and evaluate at least annually the performance of the Chief Executive Officer and other Officers in light of those objectives;

●

Review annually and determine, or recommend to the Board for determination, the salary, bonus and other non-equity based elements of total compensation for each Officer in light of the evaluation described in the preceding paragraph, provided that the Chief Executive Officer may not be present during voting or deliberations on his or her compensation;

●	Review annually, determine and award to Officers any stock option grants and other discretionary awards under the Company’s stock option or other equity incentive plans that the Committee believes are appropriate;

●	Approve (or recommend to the Board for determination) all special perquisites, special cash payments and other special compensation and benefit arrangements for Officers;

●	In determining the compensation of Officers, consider the results of the most recent "say-on-pay" vote by the Company's shareholders in connection with the Company's annual meeting of shareholders;

●

Review and discuss with the Company's management any "compensation discussion and analysis" regarding the compensation of the Chief Executive Officer and other Officers, and any discussion regarding the risks related to the Company's compensation policies and practices, that is required by applicable SEC rules and regulations to be included in the Company's annual proxy statement;

●	Prepare an annual report on executive compensation for inclusion in the Company’s annual proxy statement, if required by the rules and regulations of the SEC;

●	Review, and recommend to the Board for determination, the compensation for non-employee directors, including, but not limited to, the following elements: meeting fees, committee fees, committee chair fees, equity or stock compensation and other benefits and perquisites;

●

Grant stock options and other discretionary awards under the Company’s stock option or other equity incentive plans to eligible individuals in the Company’s service who are not Officers, if and to the extent that the Committee believes such awards are appropriate; provided that the Committee may delegate to one or more Officers designated by the Committee the authority to make grants to eligible individuals who are not Officers; provided further that the Committee will have fixed the price (or a formula for determining the price) and the vesting schedule for such grants, approved the form of documentation evidencing such grants and determined the appropriate number of shares or the basis for determining such numbers of shares by position, compensation level or category of personnel; and provided further that any Officer(s) to whom such authority is delegated will regularly report to the Committee the grants so made and that any such delegation may be revoked at any time by the Committee;

●	Amend the provisions of the Company’s stock option or other equity incentive plans, to the extent authorized by the Board;

●	Approve for submission to the Company’s shareholders, for approval if required by applicable law, stock option or other equity incentive plans or amendments to such plans;

●	Approve (or recommend to the Board for determination) any employment or severance agreements for Officers;

●	Have full access to the Company’s management and records as necessary to carry out the Committee's responsibilities;

●	Have responsibility for the review and approval of all reports and summaries of compensation policies and decisions as may be required under applicable law;

●	Periodically review the adequacy of this Charter and submit any recommended changes to the Board for approval;

●	Maintain minutes of the Committee's meetings and actions by written consent, and report the Committee's actions and recommendations to the Board on a periodic basis; and

●	Annually evaluate the performance of the Committee, the results of which will be presented to the Board.

Retention of Committee Advisers and Payment of Expenses

The Committee has the authority, in its sole discretion, to retain or obtain the advice of compensation consultants, independent legal counsel and other advisers to assist the Committee in the performance of its responsibilities, provided that the Committee is not required to retain or obtain the advice of any such compensation consultants, legal counsel or other advisers. The Committee has the authority to terminate, if appropriate, any such compensation consultants, legal counsel or other advisers.

The Committee will be directly responsible for the appointment, compensation and oversight of the work of any such compensation consultants, legal counsel and other advisers retained by the Committee, provided that the Committee will not retain any such person without first taking into consideration the independence of such person in light of the independence factors listed in Rule 10C-1(b)(4) under the Exchange Act as well as any other applicable independence factors specified by the NYSE MKT in its listing standards. In addition, the Committee will evaluate whether any compensation consultant retained, or to be retained, by the Committee has any conflict of interest as provided in Item 407(e)(3)(iv) of SEC Regulation S-K. The Company will provide for appropriate funding, as determined by the Committee, for payment of reasonable compensation to compensation consultants, independent legal counsel and other advisers retained by the Committee.

CHARTER OF THE AUDIT COMMITTEE

OF THE BOARD OF DIRECTORS

PEDEVCO CORP.

Organization and Governance of the Committee

The Audit Committee (the “ Committee ”) of the Board of Directors (the " Board ") of PEDEVCO CORP. (the “ Company ”) will consist of not less than two members appointed by the Board, each of whom must satisfy (1) the independence requirements specified in Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), and (2) the independence requirements set forth in Section 803A of the NYSE MKT Company Guide. If, however, the Company ceases to be a "smaller reporting company" as defined in Item 10(f)(1) of Regulation S-K adopted by the Securities and Exchange Commission (the " SEC "), then the Committee will consist of not less than three members appointed by the Board and satisfying the independence requirements described in the preceding sentence.

No Committee member may have participated in the preparation of the financial statements of the Company or any subsidiary of the Company at any time during the past three fiscal years, and each Committee member must be able to read and understand fundamental financial statements, including a company’s balance sheet, income statement and cash flow statement. At least one member of the Committee must be an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of SEC Regulation S-K.

In order to fulfill its responsibilities, the Committee will be organized and governed in the following manner:

●	Committee members will be appointed and removed by the Board, and the Board will designate a Chairman of the Committee;

●	Action may be taken by the Committee upon the affirmative vote of (1) both of the Committee members if the Committee has two members or (2) a majority of the Committee members if the Committee has at least three members;

●	The Committee will meet on at least a quarterly basis;

●	Any member of the Committee may call a meeting of the Committee upon the delivery of notice to every other Committee member at least forty-eight hours prior to the meeting;

●	Action may be taken by the Committee without a meeting if all of the members of the Committee indicate their approval of such action in writing; and

●	The Committee may delegate its authority to a subcommittee only to the extent permitted by applicable laws, rules and regulations.

Purposes of the Committee

The primary purpose of the Committee is to oversee the accounting and financial reporting processes of the Company and the internal and external audits of the financial statements of the Company. The Committee will also assist the Board with oversight of (1) the integrity of the Company's financial statements, (2) compliance with applicable laws, rules and regulations regarding the public reporting of financial information, including financial information in periodic reports filed with the SEC, (3) the selection, qualifications, independence and performance of the Company's independent registered public accounting firm, and (4) the performance of the Company's internal audit function and controls.

While the Committee has the responsibilities set forth in this Charter, it is not the Committee’s responsibility to plan or conduct audits or to determine that the Company’s financial statements and disclosures are complete and accurate and are in accordance with generally accepted accounting principles and applicable laws, rules and regulations. These are the responsibilities of management and the Company’s independent registered public accounting firm.

Responsibilities of the Committee

The Committee has the following responsibilities:

●

Direct responsibility for the appointment, compensation, retention and oversight of the work of any independent registered public accounting firm (including resolution of disagreements between management and such accounting firm regarding financial reporting) engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company, which responsibility includes terminating such independent registered public accounting firm if necessary or appropriate, with such accounting firm to report directly to the Committee;

●

Pre-approve all audit and permitted non-audit and tax services that may be provided by the Company's independent registered public accounting firm or by other accounting firms engaged by the Company, establish policies and procedures for the Committee's pre-approval of permitted services by such accounting firms on an on-going basis, and oversee and approve the appointment, compensation and work of all accounting firms engaged by the Company in addition to the Company's independent registered public accounting firm;

●

Obtain at least annually a report from the Company's independent registered public accounting firm that describes (1) such accounting firm's internal quality control procedures and (2) any issues raised by the most recent internal quality control review, peer review or Public Company Accounting Oversight Board (" PCAOB ") review or inspection of such accounting firm or by any other inquiry or investigation by governmental or professional authorities during the preceding five years regarding one or more audits carried out by such accounting firm and any actions taken to deal with such issues;

●

Evaluate at least annually the qualifications, performance and independence of the Company's independent registered public accounting firm, including an evaluation of its lead audit partner and a review of all relationships between such accounting firm and the Company, and discuss such matters (including any relationships or services that may impact the objectivity and independence of such accounting firm) with the independent registered public accounting firm after receiving from such firm the written disclosures and letter regarding independence required by the PCAOB;

●

Review annually with the Company’s independent registered public accounting firm (1) the responsibilities of management in the audit process, (2) the overall audit strategy, (3) the scope and timing of the annual audit of the Company's financial statements, (4) any significant risks identified during such accounting firm's risk assessment procedures, (5) all critical accounting policies and practices to be used in the audit, (6) all alternative treatments of financial information within generally accepted accounting principles that have been discussed with management, the ramifications of the use of such alternative treatments and the treatment preferred by such accounting firm, (7) other material written communications between such accounting firm and management, and (8) when completed, the results of the annual audit of the Company's financial statements;

●

Review and discuss with the Company's independent registered accounting firm and management (1) any audit problems or difficulties, including difficulties encountered by such accounting firm during its audit work (such as restrictions on the scope of its activities or its access to information), (2) any significant disagreements with management, (3) management's response to these problems, difficulties or disagreements, including a resolution of any disagreements between the independent registered accounting firm and management, and (4) all reports to management by such accounting firm and management's responses to such reports;

●

Review the Company’s annual audited financial statements and quarterly financial statements, including the notes to such financial statements, the draft annual audit report and the accompanying "management's discussion and analysis of financial condition and results of operations" with management and the independent registered public accounting firm prior to filing such financial statements with the SEC, which review will include a review of significant issues and judgments regarding accounting and financial reporting principles and practices (including any changes to the Company’s accounting principles) and a review of any transactions as to which management received a report from the independent registered public accounting firm regarding the accounting principles to be applied to such transactions;

●	Review and discuss with the Company's independent registered public accounting firm any other matters that are required to be discussed by PCAOB Auditing Standards No. 16, "Communications with Audit Committee";

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Review the Company's earnings press releases with management and the Company's independent registered public accounting firm prior to the public dissemination of such press releases, and discuss with management the financial information and earnings guidance to be provided to analysts and rating agencies;

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Following the Committee's review of the annual audited financial statements, (1) recommend to the Board whether such financial statements should be included in the Company's Annual Report on Form 10-K, and (2) prepare the Committee report to shareholders required by SEC rules and regulations to be included in the Company’s annual proxy statement;

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Meet separately, and periodically, with the Company's Chief Executive Officer and Chief Financial Officer, members of the Company's internal audit department and the Company's independent registered public accounting firm to discuss the matters that are the subject of this Charter and, if appropriate, invite some or all of such persons to applicable portions of Committee meetings;

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Review with management and the Company's independent registered public accounting firm the effectiveness of the Company’s internal control over financial reporting, including (1) any significant deficiencies or material weaknesses in the design or operation of such internal control over financial reporting, (2) any changes to such internal control over financial reporting, (3) any fraud involving management or other employees who have a significant role in the Company's internal control over financial reporting, and (4) any special audit steps adopted in light of any material control deficiencies;

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Review with management and the Company's independent registered public accounting firm the effectiveness of the Company’s disclosure controls and procedures, and discuss with management significant financial risk exposures and the steps management has taken to monitor, control and report such exposures;

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Review the disclosures made by the Company’s principal executive officer and principal financial officer regarding compliance with the certification obligations required by the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated thereunder, including the Company’s disclosure controls and procedures and internal control over financial reporting and evaluations thereof;

●	Review and approve the functions of the Company's internal audit department, including its purpose, organization, responsibilities and performance;

●	Review with the Company’s counsel legal matters that may have a material impact on the Company's financial statements;

●	Review and approve candidates for the positions of Chief Financial Officer and Controller of the Company;

●	Establish policies for hiring employees and former employees of the Company's independent registered public accounting firm;

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Establish procedures for (1) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters and (2) the confidential, anonymous submission by the Company's employees of concerns regarding questionable accounting or auditing matters;

●	Review and, if appropriate, approve proposed transactions between the Company and "related persons" as defined in Item 404 of SEC Regulation S-K, and develop policies and procedures for the review and approval of such transactions;

●	Review the adequacy of this Charter on an annual basis and submit any recommended changes to the Board for approval;

●	Maintain minutes of the Committee's meetings and actions by written consent, and report the Committee's actions and recommendations to the Board on a periodic basis; and

●	Annually evaluate the performance of the Committee, the results of which will be presented to the Board.

Retention of Committee Advisers and Payment of Expenses

The Committee has the authority to engage independent counsel and other advisers, as the Committee determines necessary to carry out its responsibilities. The Company will provide appropriate funding, as determined by the Committee, for the payment of (1) compensation to any independent registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company, (2) compensation to any independent counsel or other advisers engaged by the Committee pursuant to the preceding sentence, and (3) ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its responsibilities.