PEDEVCO CORP (Form: 8-K, Received: 05/17/2016 16:17:33)

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: May 17, 2016

DATE OF EARLIEST EVENT REPORTED: May 12, 2016

001-35922

(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) 733-3826

(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)

þ	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.

Senior Debt Restructuring

On May 12, 2016 (the “ Closing Date ”), the Company entered into an Amended and Restated Note Purchase Agreement (the “ Amended NPA ”), with Senior Health Insurance Company of Pennsylvania (“ SHIP ”) (as successor-in-interest to BRe BCLIC Primary), BRe BCLIC Sub, BRe WINIC 2013 LTC Primary, BRe WNIC 2013 LTC Sub, Heartland Bank, BHLN-Pedco Corp. (“ BHLN ”), BBLN-Pedco Corp. (“ BBLN ”), and RJ Credit LLC (“ RJC ” and together with BHLN and BBLN, the “ Tranche A Investors ”) (collectively, the “ Lenders ”), and BAM Administrative Services LLC (the “ Agent ”), as agent for the Lenders. The Amended APA amended and restated that certain Note Purchase Agreement, dated March 7, 2014 (as amended and modified to date, the “ Original NPA ”), by and among the Company, the Lenders (other than BHLN-Pedco Corp. and BBLN-Pedco Corp.) and the Agent, pursuant to which the Company issued Senior Secured Promissory Notes to each of the Lenders (collectively, the “ Tranche B Notes ”). RJC is also a party to that certain Note and Security Agreement, dated April 10, 2014, as amended on February 23, 2015, issued by the Company to RJC (the “ RJC Junior Note ”).

Pursuant to the Amended NPA, the Lenders and the Agent agreed to amend and restate the Original NPA to, among other things:

●

Create new “ Tranche A Notes, ” in substantially the same form and with similar terms as the Tranche B Notes, except as discussed below consisting of a term loan issuable in tranches with a maximum aggregate principal amount of $25,960,000, with borrowed funds accruing interest at 15% per annum, and maturing May 11, 2019 (the “ Tranche A Maturity Date ”) (the “ Tranche A Notes, ” and together with the Tranche B Notes, the “ Senior Notes ”);

●

Capitalize all accrued and unpaid interest under the Tranche B Notes as a term loan with a current aggregate outstanding principal balance of $39,064,530.36, maturing June 11, 2019 (July 11, 2019, with respect to the Tranche B Note issued to RJC) (the “ New Tranche B Maturity Date ”), compared to the original maturity dates of the notes sold under the Original NPA being March 7, 2017;

●	Remove the provisions of the notes issued in connection with the Original NPA (which were amended and restated in the form of the Tranche B Notes) which required us to make mandatory prepayments from our revenues, replacing them with a Net Revenue Sweep as described below; and

●

Provide that interest on the Tranche B Notes will continue to accrue at the rate of fifteen percent (15%) per annum, but through December 31, 2017 shall be deferred, due and payable on the New Tranche B Maturity Date, with all interest amounts deferred being added to principal on the first business day of the month following the month in which such deferred interest is accrued on the Tranche B Notes and added to principal, provided that following December 31, 2017, all interest accrues and is paid monthly in arrears in cash under the Tranche B Notes.

The Tranche A Notes are substantially similar to the Tranche B Notes, except that such notes are senior to the Tranche B Notes, accrue interest until maturity (compared to the Tranche B Notes which provide for interest to be paid monthly beginning on January 1, 2018), and have priority to the payment of Monthly Net Revenues as defined and discussed below.

On the Closing Date, the Tranche A Investors loaned the Company their pro rata share of an aggregate of $6,422,124 (the “ Initial Tranche A Funding ”). The Initial Tranche A Funding net proceeds are to be used by the Company to (i) fund up to $5.1 million due to a third party operator for drilling and completion expenses related to interests in eight (8) wells acquired by the Company in the Wattenberg Area of Weld County, Colorado as more fully-described by the Company in its Current Report on Form 8-K filed with the Securities and Exchange Commission on March 31, 2016, (ii) pay up to $750,000 of the Company’s past due payables, (iii) pay $444,681 of unpaid interest payments due to Heartland Bank under its Tranche B Note through February 29, 2016, and (iv) pay fees and expenses incurred in connection with the transactions contemplated by the Amended NPA and related documents.

Subject to the terms and conditions of the Amended NPA, the Company may request each Tranche A Investor, from time to time prior to the Tranche A Maturity Date, to advance to the Company additional amounts of funding (each such advance, a “ Subsequent Tranche A Funding ”; the Initial Tranche A Funding and the Subsequent Tranche A Fundings, collectively, the “ Investor Tranche A Fundings ” and each, individually, an “ Investor Tranche A Funding ”), provided that: (i) the Company may not request a Subsequent Tranche A Funding more than one time in any calendar month; (ii) Agent shall have received a written request from the Company at least fifteen (15) business days prior to the requested date of such advance (the “ Advance Request ”); (iii) no Event of Default (as defined in the Senior Notes) or event that with the passage of time or the giving of notice, or both, would become an Event of Default (a “ Default ”) shall have occurred and be continuing or would result therefrom; and (iv) the Company shall provide to Agent such documents, instruments, certificates and other writings as Agent shall reasonably require in its sole and absolute discretion. The advancement of all or any portion of the Subsequent Tranche A Funding is in the sole and absolute discretion of Agent and the Investors and no Investor is obligated to fund all or any part of the Subsequent Tranche A Funding. Each Subsequent Tranche A Funding shall be in a minimum amount of $500,000 and integral multiples of $100,000 in excess thereof. The aggregate amount of Subsequent Tranche A Fundings made by the Investors under the Amended NPA shall not exceed $18,577,876 and any Subsequent Tranche A Funding repaid may not be reborrowed.

In addition, subject to the terms and conditions of the Amended NPA, RJC has agreed to loan to the Company $240,000, within thirty (30) days of the Closing Date and with thirty (30) days of each of July 1, 2016, October 1, 2016 and January 1, 2017 (collectively, the “ RJC Fundings ” and each, individually, a “ RJC Funding ” and collectively with the Investor Tranche A Fundings, the “ Fundings ”), provided that no Event of Default or Default shall have occurred and be continuing or would result therefrom. The aggregate amount of the RJC Fundings made by RJC under the Amended NPA shall not exceed $960,000 and any Funding repaid may not be reborrowed. To guarantee RJC’s obligation in connection with the RJC Fundings as required under the Amended NPA, Golden Globe Energy (US), LLC (“ GGE ”), an affiliate of RJC, entered into a Share Pledge Agreement with the Company, dated May 12, 2016 (the “ GGE Pledge Agreement ”), pursuant to which GGE agreed to pledge an aggregate of 10,000 shares of Company Series A Convertible Preferred Stock held by GGE (convertible into 10,000,000 shares of Company common stock), which pledged shares are subject to automatic cancellation and forfeiture based on a schedule set forth in the GGE Share Pledge Agreement, in the event RJC fails to meet each of its RJC Funding obligations pursuant to the Amended NPA, subject to the terms and conditions of the GGE Pledge Agreement. GGE also currently holds approximately 9.9% of our issued and outstanding common stock, all of our issued and outstanding Series A Convertible Preferred Stock (which is convertible into 66.6 million shares of our common stock in aggregate, subject to certain restrictions and beneficial ownership limitations), and has the right to appoint two (2) designees to our Board of Directors, one of which must be an independent director as defined by applicable rules, and one of which directors, David Z. Steinberg, was appointed to the Board of Directors in July 2015, as GGE’s designee.

As additional consideration for the entry into the Amended NPA and transactions related thereto, the Company has granted to BHLN and BBLN, warrants exercisable for an aggregate of 5,962,800 shares of common stock of the Company (warrants exercisable for 2,981,400 shares of common stock each)(the “ Investor Warrants ”), which warrants have a three (3) year term, are transferrable, and are exercisable on a cashless basis at any time for cash at $0.29 per share, subject to receipt of additional listing approval of such underlying shares of common stock from the NYSE MKT. The Investor Warrants include a beneficial ownership limitation that prohibits the exercise of the Investor Warrants to the extent such exercise would result in the holder thereof, together with its affiliates, holding more than 9.9% of the Company’s outstanding voting stock (the “ Blocker Provision ”). Other than the Investor Warrants, no additional warrants exercisable for common stock of the Company are due, owing, or shall be granted to the Lenders pursuant to the Original NPA, as amended to date. In addition, warrants exercisable for an aggregate of 349,111 shares of the Company’s common stock at an exercise price of $1.50 per share and warrants exercisable for an aggregate of 1,201,004 shares of the Company’s common stock at an exercise price of $0.75 per share previously granted by the Company to certain of the Lenders on September 10, 2015 in connection with prior interest payment deferrals have been amended and restated to provide that all such warrants are exercisable on a cashless basis and to include a Blocker Provision (the “ Amended and Restated Warrants ”).

Pursuant to the terms of the Amended NPA, the Company also agreed to (A) provide to the Agent and the Investors a monthly projected general and administrative expense report (the “ Projected G&A ”) and a monthly comparison report of the Projected G&A provided for the preceding month, with an explanation of any variances, provided that in no event shall such variances exceed $150,000, and (B) pay to the Agent within two (2) business days following the end of each calendar month all of the Company’s oil and gas revenue received by the Company during such month (the “ Net Revenue Sweep ”), less (i) lease operating expenses, (ii) interest payments due to Investors under the Senior Notes, (iii) general and administrative expenses not to exceed $150,000 per month unless preapproved by the Agent (the “ G&A Cap ”), and (iv) preapproved extraordinary expenses (“ Monthly Net Revenues ”). Revenues paid to the Agent through the Net Revenue Sweep are applied first to the repayment of amounts due under the Tranche A Notes until such notes are paid in full and then to the repayment of amounts due under the Tranche B Notes.

The amount outstanding under the Senior Notes is secured by a first priority security interest in all of the Company’s and its subsidiaries’ assets, property, real property, intellectual property, securities and proceeds therefrom, granted in favor of the Agent for the benefit of the Lenders, pursuant to a Security Agreement and a Patent Security Agreement, each entered into as of March 7, 2014, as subsequently amended on May 12, 2016 through entry into a First Amendment to Security Agreement and First Amendment to Patent Security Agreement (the “ First Amendment to Security Agreement ” and “ First Amendment to Patent Security Agreement, ” respectively), and each as more fully described in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 10, 2014. Additionally, the Agent, for the benefit of the Lenders, was granted a mortgage and security interest in all of the Company’s and its subsidiaries real property as located in the State of Colorado and the State of Texas pursuant to (i) a Leasehold Deed of Trust, Fixture Filing, Assignment of Rents and Leases, and Security Agreements, dated March 7, 2014, as amended May 12, 2016, filed in Weld County and Morgan County, Colorado; and (ii) a Mortgage, Deed of Trust, Security Agreement, Financing Statement and Assignment of Production to be filed in Matagorda County, Texas (collectively, the “ Amended Mortgages ”).

Additionally, the Company’s obligations under the Notes, Amended NPA and related agreements were guaranteed by the Company’s direct and indirect subsidiaries, Pacific Energy Development Corp., White Hawk Petroleum, LLC (“ White Hawk ”), Pacific Energy & Rare Earth Limited, Blackhawk Energy Limited, Pacific Energy Development MSL, LLC and Red Hawk Petroleum, LLC pursuant to a Guaranty Agreement, entered into on March 7, 2014, as subsequently amended on May 12, 2016 through entry into a First Amendment to Guaranty Agreement (the “ First Amendment to Guaranty Agreement ”), which original Guaranty Agreement is more fully described in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 10, 2014.

Other than as described above, the terms of the Amended NPA (including the covenants and obligations thereunder) are substantially the same as the Original NPA, and the terms of the Tranche A Notes and Tranche B Notes (including the events of default, interest rates and conditions associated therewith) are substantially the same as the original notes sold pursuant to the terms of the Original NPA, each described in greater detail in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 10, 2014.

The foregoing descriptions of the Amended NPA, the Tranche A Notes, the Tranche B Notes, the GGE Pledge Agreement, the Investor Warrants, the Amended and Restated Warrants, the First Amendment to Security Agreement, the First Amendment to Patent Agreement, the Amended Mortgages, and the First Amendment to Guaranty Agreement do not purport to be complete and are qualified in their entirety by reference to the Amended NPA, the Tranche A Notes, the Tranche B Notes, the GGE Pledge Agreement, the form of Investor Warrant, the form Amended and Restated Warrant, the First Amendment to Security Agreement, the First Amendment to Patent Agreement, the Amended Mortgages, and the First Amendment to Guaranty Agreement, copies of which are attached as Exhibit 10.1 , Exhibit 10.2 , Exhibit 10.3 , Exhibit 10.4 , Exhibit 10.5 , Exhibit 10.6 , Exhibit 10.7 , Exhibit 10.8 , Exhibit 10.9 and Exhibit 10.10 , respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Junior Debt Restructuring

On May 12, 2016, the Company entered into an Amendment No. 2 to Note and Security Agreement with RJC (the “ Second Amendment ”), pursuant to which the Company and RJC agreed to amend the RJC Junior Note to (i) capitalize all accrued and unpaid interest under the RJC Junior Note as of the date of the parties entry into the Second Amendment, and add it to note principal, making the current outstanding principal amount of the RJC Junior Note $9,379,432, (ii) extend the “ Termination Date ” thereunder (i.e., the maturity date) from December 31, 2017 to July 11, 2019, (iii) provide that all future interest accruing under the RJC Junior Note is deferred, due and payable on the Termination Date, with all future interest amounts deferred being added to principal on the first business day of the month following the month in which such deferred interest is accrued, and (iv) subordinate the RJC Junior Note to the Senior Notes.

As additional consideration for RJC’s agreement to enter into the Second Amendment, the Company entered into a Call Option Agreement with GGE, an affiliate of RJC, dated May 12, 2016 (the “ GGE Option Agreement ”), pursuant to which the Company provided GGE an option to purchase 23,182,880 common shares of Caspian Energy Inc., a British Columbia corporation, held by the Company, upon payment of $100,000 by GGE to the Company, which option expires on the “ Termination Date ” of the RJC Junior Note, as amended, as described above, currently July 11, 2019. The Company originally issued an option to GGE in February 2015 to acquire the Company’s interest in these shares in connection with the Company’s acquisition of certain producing oil and gas assets from GGE, which option expired unexercised in February 2016, as more fully described in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 24, 2015.

The foregoing descriptions of Second Amendment and GGE Option Agreement do not purport to be complete and are qualified in their entirety by reference to the Second Amendment and the GGE Option Agreement, copies of which are attached as Exhibit 10.11 and Exhibit 10.12 , respectively, to this Current Report on Form 8-K and incorporated herein by reference.

ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

See the discussions under Item 1.01 above with respect to the Amended NPA, Tranche A Notes, Tranche B Notes, and Second Amendment to RJC Junior Note, which are incorporated in this Item 2.03 in their entirety, by reference.

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.

Issuance of Investor Warrants

See the discussions under Item 1.01 above with respect to the issuance of the Investor Warrants and Amended and Restated Warrants, which is incorporated in this Item 3.02 in its entirety, by reference.

The Company claims an exemption from registration pursuant to Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act of 1933, as amended (the “ Securities Act ”), for the offer and sale of the Investor Warrants and Amended and Restated Warrants (to the extent the grant of such warrants constituted an offer and/or sale), described above in Item 1.01 , due to the fact that the foregoing offer and sale did not involve a public offering, the recipients took the securities for investment and not resale, the Company has taken appropriate measures to restrict transfer, and the recipients (a) are “ accredited investors, ” and (b) have access to similar documentation and information as would be required in a Registration Statement under the Securities Act.

Issuance of Settlement Shares

On April 5, 2016, the Company issued 700,000 fully-vested shares of restricted Company common stock to the Company’s Houston office landlord (the “ Landlord Shares ”) as partial consideration for the termination of the Company’s Houston office lease, which had a remaining lease commitment of approximately $240,000 through the lease term expiring March 2020, and which obligation has now been satisfied in full.

On May 12, 2016 the Company issued 2,450,000 fully-vested shares of restricted Company common stock to a vendor of the Company (the “ Vendor Shares, ” and together with the Landlord Shares, the “ Settlement Shares ”) as partial consideration for the settlement of a dispute for services previously rendered by the vendor to the Company, for which the Company owed approximately $2.6 million, and which obligation has now been satisfied in full.

The Company claims an exemption from registration pursuant to Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act, for the offer and sale of the Landlord Shares and Settlement Shares, due to the fact that the foregoing offers and sales did not involve a public offering, the recipients took the securities for investment and not resale, the Company has taken appropriate measures to restrict transfer, and the recipients (a) are “ accredited investors, ” and (b) have access to similar documentation and information as would be required in a Registration Statement under the Securities Act.

ITEM 7.01 REGULATION FD DISCLOSURE.

On May 17, 2016, the Company issued a press release announcing the entry into and transactions contemplated by the Amended NPA and related matters as described above in Item 1.01 , and certain updates related to the Company’s pending business combination with GOM Holdings, LLC. A copy of the press release is furnished as Exhibit 99.1 hereto.

The information responsive to Item 7.01 of this Form 8-K and Exhibit 99.1 attached hereto, shall not be deemed “ filed ” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“ Exchange Act ”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit No.		Description

10.1 *		Amended and Restated Note Purchase Agreement dated as of May 12, 2016, by and among PEDEVCO Corp., Senior Health Insurance Company of Pennsylvania, BRe BCLIC Sub, BRe WINIC 2013 LTC Primary, BRe WNIC 2013 LTC Sub, Heartland Bank, RJ Credit LLC, BHLN-Pedco Corp., BBLN-Pedco Corp., and BAM Administrative Services LLC
10.2 *		Form of Tranche A Note
10.3 *		Form of Tranche B Note
10.4 *		Share Pledge Agreement dated as of May 12, 2016, by and between PEDEVCO Corp. and Golden Globe Energy (US), LLC
10.5 *		Form of Warrant for Purchase of Common Stock (Investor Warrants)
10.6 *		Form of Amended and Restated Warrant for Purchase of Common Stock (Investor Warrants)
10.7 *		First Amendment to Security Agreement dated May 12, 2016, by Pacific Energy Development Corp., White Hawk Petroleum, LLC, Pacific Energy & Rare Earth Limited, Blackhawk Energy Limited, Pacific Energy Development MSL, LLC, and Red Hawk Petroleum, LLC, in favor of BAM Administrative Services LLC, as secured party
10.8 *		First Amendment to Patent Security Agreement dated May 12, 2016, by the Company in favor of BAM Administrative Services LLC, as secured party
10.9 *		Form of First Amendment to Deed of Trust, Security Agreement, Assignment of Production, Financing Statement and Fixture Filing
10.10 *		First Amendment to Guaranty dated May 12, 2016, by Pacific Energy Development Corp., White Hawk Petroleum, LLC, Pacific Energy & Rare Earth Limited, Blackhawk Energy Limited, Pacific Energy Development MSL, LLC, and Red Hawk Petroleum, LLC, in favor of BAM Administrative Services LLC, as agent
10.11 *		Amendment No. 2 to Note and Security Agreement dated as of May 12, 2016, by and between PEDEVCO Corp. and RJ Credit LLC
10.12 *		Call Option Agreement dated as of May 12, 2016, by and between PEDEVCO Corp. and Golden Globe Energy (US), LLC
99.1 **		Press Release, dated May 17, 2016

* Filed herewith.

**Furnished 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/ Michael L. Peterson
		Michael L. Peterson
		President and Chief Executive Officer

Date: May 17, 2016

Exhibit No.		Description

10.1 *		Amended and Restated Note Purchase Agreement dated as of May 12, 2016, by and among PEDEVCO Corp., Senior Health Insurance Company of Pennsylvania, BRe BCLIC Sub, BRe WINIC 2013 LTC Primary, BRe WNIC 2013 LTC Sub, Heartland Bank, RJ Credit LLC, BHLN-Pedco Corp., BBLN-Pedco Corp., and BAM Administrative Services LLC
10.2 *		Form of Tranche A Note
10.3 *		Form of Tranche B Note
10.4 *		Share Pledge Agreement dated as of May 12, 2016, by and between PEDEVCO Corp. and Golden Globe Energy (US), LLC
10.5 *		Form of Warrant for Purchase of Common Stock (Investor Warrants)
10.6 *		Form of Amended and Restated Warrant for Purchase of Common Stock (Investor Warrants)
10.7 *		First Amendment to Security Agreement dated May 12, 2016, by Pacific Energy Development Corp., White Hawk Petroleum, LLC, Pacific Energy & Rare Earth Limited, Blackhawk Energy Limited, Pacific Energy Development MSL, LLC, and Red Hawk Petroleum, LLC, in favor of BAM Administrative Services LLC, as secured party
10.8 *		First Amendment to Patent Security Agreement dated May 12, 2016, by the Company in favor of BAM Administrative Services LLC, as secured party
10.9 *		Form of First Amendment to Deed of Trust, Security Agreement, Assignment of Production, Financing Statement and Fixture Filing
10.10 *		First Amendment to Guaranty dated May 12, 2016, by Pacific Energy Development Corp., White Hawk Petroleum, LLC, Pacific Energy & Rare Earth Limited, Blackhawk Energy Limited, Pacific Energy Development MSL, LLC, and Red Hawk Petroleum, LLC, in favor of BAM Administrative Services LLC, as agent
10.11 *		Amendment No. 2 to Note and Security Agreement dated as of May 12, 2016, by and between PEDEVCO Corp. and RJ Credit LLC
10.12 *		Call Option Agreement dated as of May 12, 2016, by and between PEDEVCO Corp. and Golden Globe Energy (US), LLC
99.1 **		Press Release, dated May 17, 2016

* Filed herewith.

**Furnished herewith

AMENDED AND RESTATED NOTE PURCHASE AGREEMENT

Dated as of May 12, 2016

by and between

PEDEVCO CORP.

and

THE INVESTORS PARTY HERETO

and

BAM ADMINISTRATIVE SERVICES LLC

TABLE OF CONTENTS

			Page
ARTICLE I RESTRUCTURE OF TRANCHE B NOTES; PURCHASE AND SALE OF TRANCHE A NOTES			1
	Section 1.1	Restructure of Tranche B Notes .	1
	Section 1.2	Purchase and Sale of Tranche A Notes.	3
	Section 1.3	Closing .	5
ARTICLE II REPRESENTATIONS AND WARRANTIES			5
	Section 2.1	Representations and Warranties of the Company .	5
	Section 2.2	Representations and Warranties of each Investor .	17
ARTICLE III COVENANTS			19
	Section 3.1	Securities Compliance .	19
	Section 3.2	Registration and Listing .	19
	Section 3.3	Compliance with Laws .	19
	Section 3.4	Keeping of Records and Books of Account .	20
	Section 3.5	Reporting Requirements .	20
	Section 3.6	Other Agreements .	24
	Section 3.7	Use of Proceeds .	24
	Section 3.8	Reporting Status .	25
	Section 3.9	Payment of Revenues .	25
	Section 3.10	Amendments .	25
	Section 3.11	Distributions .	25
	Section 3.12	Prohibition on Liens .	26
	Section 3.13	Prohibition on Indebtedness .	26
	Section 3.14	Compliance with Transaction Documents .	26
	Section 3.15	Transactions with Affiliates .	26
	Section 3.16	No Merger or Sale of Assets; No Formation of Subsidiaries .	27
	Section 3.17	Payment of Taxes, Etc .	28
	Section 3.18	Corporate Existence .	28
	Section 3.19	Maintenance of Assets .	28
	Section 3.20	No Investments .	28
	Section 3.21	Acquisition of Assets .	29
	Section 3.22	Inspection .	29
	Section 3.23	Material Contracts .	29
	Section 3.24	Insurance .	29
	Section 3.25	Production Report and Lease Operating Statements .	30
	Section 3.26	Operation and Maintenance of Properties .	31
	Section 3.27	Title Information .	32
	Section 3.28	Gas Imbalances, Take-or-Pay or Other Prepayments .	32
	Section 3.29	Net Revenues .	32
	Section 3.30	Capital Raise .	33
ARTICLE IV CONDITIONS			33
	Section 4.1	Conditions Precedent to the Obligation of the Company to Close and to Sell the Notes at the Closing .	33

	Section 4.2	Conditions Precedent to the Obligation of the Investors to Close at the Closing .	33
	Section 4.3	Conditions Precedent to the Obligation of the Investors to Make Each Funding.	37
ARTICLE V CERTIFICATE LEGEND			38
	Section 5.1	Legend .	38
ARTICLE VI INDEMNIFICATION			38
	Section 6.1	General Indemnity .	38
	Section 6.2	Indemnification Procedure .	38
ARTICLE VII REGARDING AGENT			39
	Section 7.1	Appointment .	39
	Section 7.2	Nature of Duties .	40
	Section 7.3	Lack of Reliance on Agent: Resignation .	40
	Section 7.4	Certain Rights of the Agent .	41
	Section 7.5	Reliance .	41
	Section 7.6	Notice of Default .	42
	Section 7.7	Indemnification .	42
	Section 7.8	The Company’s Undertaking to Agent .	42
	Section 7.9	No Reliance on the Agent’s Obligor Identification Program .	42
	Section 7.10	Other Agreements .	43
ARTICLE VIII MISCELLANEOUS			43
	Section 8.1	Fees and Expenses .	43
	Section 8.2	Specific Performance; Consent to Jurisdiction; Venue .	43
	Section 8.3	Entire Agreement; Amendment .	44
	Section 8.4	Notices .	44
	Section 8.5	Waivers .	45
	Section 8.6	Headings .	45
	Section 8.7	Successors and Assigns .	45
	Section 8.8	No Third Party Beneficiaries .	46
	Section 8.9	Governing Law .	46
	Section 8.10	Survival .	46
	Section 8.11	Publicity .	46
	Section 8.12	Counterparts .	46
	Section 8.13	Severability .	47
	Section 8.14	Further Assurances .	47

EXHIBITS

Exhibit 1.1A	-	Form of Notes
Exhibit 1.1B	-	Form of Advance Request

SCHEDULES

Schedule 2.1(b)	-	Consents
Schedule 2.1(c)(i)	-	Authorized Capital Stock
Schedule 2.1(c)(ii)	-	Preemptive or Other Rights
Schedule 2.1(c)(iii)	-	Contracts for Additional Shares
Schedule 2.1(c)(iv)	-	Registration and Anti-Dilution Rights
Schedule 2.1(g)	-	Subsidiaries
Schedule 2.1(h)	-	Bank Accounts
Schedule 2.1(i)	-	Material Adverse Effect
Schedule 2.1(j)	-	Undisclosed Liabilities
Schedule 2.1(l)	-	Indebtedness
Schedule 2.1(m)	-	Oil and Gas Properties
Schedule 2.1(n)	-	Litigation
Schedule 2.1(w)	-	Collective Bargaining and Employment Agreements
Schedule 2.1(y)	-	Certain Developments
Schedule 2.1(bb)	-	Equity and Convertible Debt Issuances
Schedule 2.1(cc)	-	Brokers
Schedule 3.12	-	Permitted Liens

AMENDED AND RESTATED NOTE PURCHASE AGREEMENT

This AMENDED AND RESTATED NOTE PURCHASE AGREEMENT, dated as of May 12, 2016 (this “ Agreement ”), is by and between PEDEVCO CORP, a Texas corporation (the “ Company ”), each of the entities party to this Agreement as investors (collectively, the “ Investors ” and each, individually, an “ Investor ”) and BAM ADMINISTRATIVE SERVICES LLC, as agent for the Investors (the “ Agent ”). Capitalized terms used below and not otherwise defined have the meanings given to such terms in the Transaction Documents (as defined in Section 2.1(b) below) unless the context would require otherwise.

A. The Company, certain of the Investors (the “ Tranche B Investors ”) and Agent are parties to that certain Note Purchase Agreement dated March 7, 2014 (the “ Original Agreement ”);

B. Pursuant to the terms of the Original Agreement, the Company has issued to the Tranche B Investors certain Senior Secured Promissory Notes which evidence the advances made by the Tranche B Investors (the “ Tranche B Funding ”) to the Company pursuant to the Original Agreement (the “ Original Tranche B Notes ”);

C. The Company has requested that Agent and Investors restructure the amounts due and owed by the Company to the Tranche B Investors under the Original Tranche B Notes and issue to certain of the Investors (the “ Tranche A Investors ”) Senior Secured Promissory Notes which evidence additional advances that are to be made by the Tranche A Investors to the Company pursuant to this Agreement (the “ Tranche A Notes ”); and

D. Agent and Investors are willing to amend and restate the Original Agreement in its entirety on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE I

RESTRUCTURE OF LOAN; PURCHASE AND SALE OF TRANCHE A NOTES

Section 1.1 Restructure of Loan .

(a) The loans made by the Tranche B Investors to the Company under the Original Tranche B Notes and the Tranche A Investors to the Company under the Tranche A Notes shall be structured as one loan consisting of two tranches. The outstanding balance of the Original Tranche B Notes is hereby restructured and shall consist of a Tranche B term loan in the outstanding principal amount of $39,064,530.36 (“ Tranche B ”), which outstanding principal amount shall include any and all accrued and unpaid interest and principal amounts deferred by the Tranche B Investors through the Closing Date and which shall be evidenced by those certain Amended and Restated Secured Promissory Notes, of even date herewith, issued by the Company to each of the Tranche B Investors (the “ Tranche B Notes ” and collectively with the Tranche A Notes, the “ Notes ”). The outstanding balance of the Tranche A Notes shall consist of a term loan in the original aggregate principal amount of $25,960,000 (“ Tranche A ”).

(b) The Company acknowledges and agrees that (i) the outstanding principal balance of Tranche B is due and payable to the Tranche B Investors pursuant to the terms of this Agreement and the Tranche B Notes, and (ii) the outstanding principal balance of Tranche A is due and payable to the Tranche A Investors pursuant to the terms of this Agreement and the Tranche A Notes.

(i) The “Maturity Date” of the Tranche B Notes issued to the Tranche B Investors (other than RJ Credit LLC (“ RJC ”)) shall be June 11, 2019.

(ii) The “Maturity Date” of the Tranche B Note issued to RJC shall be July 11, 2019.

(iii) From the Closing Date through December 31, 2017 (the “ Tranche B Deferral Period ”), interest on the outstanding principal amount of the Tranche B Notes issued to the Tranche B Investors (other than RJC) shall accrue monthly, in arrears, at a rate of fifteen percent (15%) per annum, and be deferred until, and be due and payable on, the Maturity Date. During the Tranche B Deferral Period, all interest deferred under the Tranche B Notes issued to the Tranche B Investors (other than RJC) shall be added to the principal outstanding amount of each applicable Tranche B Note on the first Business Day of the month immediately following the month in which such deferred interest accrued. Commencing on January 1, 2018, interest on the outstanding principal amount of the Tranche B Notes issued to the Tranche B Investors (other than RJC) shall accrue monthly, in arrears, at a rate of fifteen percent (15%) per annum, and shall be payable on February 1, 2018 and on the first day of each month thereafter until the Maturity Date.

(iv) All interest on the outstanding principal amount of the Tranche B Note issued to RJC shall accrue monthly, in arrears, at a rate of fifteen percent (15%) per annum, and be deferred until, and be due and payable on, the Maturity Date.

(d) Except as the Investors may hereafter expressly consent in writing or as otherwise expressly set forth herein or in the Tranche A Notes or the Tranche B Notes:

(i) The payment of and the lien granted hereunder on the Company and its Subsidiaries’ assets as collateral security for the Tranche B Note issued to RJC shall be subordinated to the payment in full of the Tranche A Notes and the Tranche B Notes issued to the other Tranche B Investors, and no payments or other distributions whatsoever shall be made, nor shall any property or assets of the Company and its Subsidiaries be applied to the purchase or other acquisition or retirement of Tranche B Note issued to RJC until the payment in full of all obligations under the Tranche A Notes and the Tranche B Notes issued to the other Tranche B Investors; provided that, so long as no Event of Default exists at such time or arises as a result thereof, payment and capitalization of scheduled interest payments shall be permitted in accordance with the terms of this Agreement, the Tranche A Notes and the Tranche B Notes;

(ii) The payment of and the lien granted hereunder on the Company and its Subsidiaries’ assets as collateral security for the Tranche B Notes issued to the Tranche B Investors (other than RJC) shall be subordinated to the payment in full of the Tranche A Notes, and no payments or other distributions whatsoever shall be made, nor shall any property or assets of the Company and its Subsidiaries be applied to the purchase or other acquisition or retirement of the Tranche B Notes issued to the Tranche B Investors (other than RJC) until the payment in full of all obligations under the Tranche A Notes; provided that, so long as no Event of Default exists at such time or arises as a result thereof, payment and capitalization of scheduled interest payments shall be permitted in accordance with the terms of this Agreement, the Tranche A Notes and the Tranche B Notes; and

(iii) The payment of and the lien granted hereunder on the Company and its Subsidiaries’ assets as collateral security for the Tranche A Note issued to RJC shall be subordinated to the payment in full of the Tranche A Notes issued to the other Tranche A Investors, and no payments or other distributions whatsoever shall be made, nor shall any property or assets of the Company and its Subsidiaries be applied to the purchase or other acquisition or retirement of Tranche A Note issued to RJC until the payment in full of all obligations under the Tranche A Notes issued to the other Tranche A Investors; provided that, so long as no Event of Default exists at such time or arises as a result thereof, payment and capitalization of scheduled interest payments shall be permitted in accordance with the terms of this Agreement, the Tranche A Notes and the Tranche B Notes.

Section 1.2 Purchase and Sale of Tranche A Notes.

(a) On the Closing Date (as defined in Section 1.33), upon satisfaction of the terms and conditions set forth in ARTICLE IV, the Company shall issue to each Tranche A Investor a Senior Secured Promissory Note, substantially in the form of Exhibit 1.1A hereto, each such Tranche A Note shall evidence the Tranche A advances made by the Tranche A Investors to the Company pursuant to this Agreement.

(b) On the Closing Date, upon satisfaction of the terms and conditions set forth in ARTICLE IV and in reliance on the representations and warranties of the Company set forth herein and in the other Transaction Documents (as defined in Section 2.1(b)), each Tranche A Investor (other than RJC) shall advance to the Company, or as otherwise directed by the Company, an amount not to exceed its Pro Rata Share of the result of i) $6,422,123.57 (the “ Initial Tranche A Funding ”); provided that such Tranche A Investor shall not be obligated to make an advance in excess of the amount set forth opposite the term “Tranche A Term Commitment” under such Tranche A Investor’s signature on the signature pages to this Agreement (such amount, the “ Tranche A Term Commitment ”). The issuance and sale of the Tranche A Notes is referred to herein as the “ Closing ”. For purposes of this Agreement, “ Pro Rata Share ” shall mean, with respect to each Tranche A Investor (other than RJC), a fraction, expressed as a percentage, the numerator of which is the Tranche A Term Commitment of such Tranche A Investor and the denominator of which is the Tranche A Term Commitment of all of the Tranche A Investors (other than RJC).

(c) Subject to the terms and conditions set forth in ARTICLE IV and in reliance on the representations and warranties of the Company set forth herein and in the other Transaction Documents, each Tranche A Investor (other than RJC) shall, from time to time prior to May 11, 2019 (the “ Maturity Date ”), advance to the Company such additional amounts requested by the Company (each such advance, a “ Subsequent Tranche A Funding ”; the Initial Tranche A Funding and the Subsequent Tranche A Fundings, collectively, the “ Investor Tranche A Fundings ” and each, individually, an “ Investor Tranche A Funding ”), provided that ii) the Company may not request a Subsequent Tranche A Funding more than one time in any calendar month, iii) Agent shall have received a written request from the Company at least fifteen (15) Business Days prior to the requested date of such advance in the form of Exhibit 1.1B attached hereto (the “ Advance Request ”); iv) no Event of Default (as defined in the Notes) or event that with the passage of time or the giving of notice, or both, would become an Event of Default (a “ Default ”) shall have occurred and be continuing or would result therefrom, and v) the Company shall provide to Agent such documents, instruments, certificates and other writings as Agent shall require in its sole and absolute discretion. The Company acknowledges and agrees that the advancement of all or any portion of the Subsequent Tranche A Funding is in the sole and absolute discretion of Agent and the Tranche A Investors (other than RJC) and that nothing contained herein shall obligate any applicable Tranche A Investor to fund all or any part of the Subsequent Tranche A Funding. Each Tranche A Investor (other than RJC) is permitted to deduct and retain from each Subsequent Tranche A Funding made to the Company the amount of fees and expenses of each such Tranche A Investor the Company is obligated to pay pursuant to Section 8.1. Each Subsequent Tranche A Funding shall be in a minimum amount of $500,000 and integral multiples of $100,000 in excess thereof. The aggregate amount of Subsequent Tranche A Fundings made by the Trance A Investors (other than RJC) under this Agreement shall not exceed $18,577,876.43 and any Subsequent Tranche A Funding repaid may not be reborrowed. The net proceeds of each Subsequent Tranche A Funding shall be immediately deposited into an account subject to a Deposit Account Control Agreement in favor of Agent. For purposes of this Agreement, “ Business Day ” shall mean any day banking transactions can be conducted in New York City, New York and does not include any day which is a federal or state holiday in such location. Any amount borrowed and repaid hereunder in respect of the Initial Tranche A Funding or any Subsequent Tranche A Funding may not be re-borrowed.

(d) Subject to the terms and conditions set forth in ARTICLE IV and in reliance on the representations and warranties of the Company set forth herein and in the other Transaction Documents, RJC shall unconditionally advance to the Company Two Hundred Forty Thousand Dollars ($240,000) within thirty (30) days of the Closing Date and within thirty (30) days of each of July 1, 2016, October 1, 2016 and January 1, 2017 (collectively, the “ RJC Fundings ” and each, individually, a “ RJC Funding ” and collectively with the Investor Tranche A Fundings and the Tranche B Funding, the “ Fundings ”), provided that no Event of Default or Default shall have occurred and be continuing or would result therefrom. The aggregate amount of the RJC Fundings made by RJC under this Agreement shall not exceed $960,000 and any RJC Funding repaid may not be reborrowed. Simultaneously with the execution and delivery of this Agreement, Golden Globe Energy (US), LLC, an affiliate of RJC, has agreed to guarantee the payment of the RJC Fundings pursuant to the terms of that certain Guaranty of even date herewith and has delivered to the Company that certain Share Pledge Agreement as collateral for such RJC Funding payments, each of which is given for purposes of securing the RJC Fundings only. The RJC Fundings shall be evidenced by a Tranche A Note.

(e) The aggregate outstanding principal amount of the Tranche A Notes and all accrued and unpaid interest thereon shall be due and payable on the earlier of the Maturity Date (as such term is defined in the Tranche A Notes) and the date on which such principal amount is accelerated after the occurrence of an Event of Default pursuant to the terms of the Tranche A Notes, provided that the Company shall not pay, and RJC shall not accept, any payment on account of the Tranche A Note issued by the Company to RJC until the Company has paid in full all amounts outstanding under the Tranche A Notes issued to the other Tranche A Investors.

(f) The aggregate outstanding principal amount of the Tranche B Notes and all accrued and unpaid interest thereon shall be due and payable on the earlier of the Maturity Date (as such term is defined in the Tranche B Notes) and the date on which such principal amount is accelerated after the occurrence of an Event of Default pursuant to the terms of the Tranche B Notes, provided that the Company shall not pay, and RJC shall not accept, any payment of principal on account of the Tranche B Note issued by the Company to RJC until the Company has paid in full all amounts outstanding under the Tranche B Notes issued to the other Tranche B Investors.

Section 1.3 Closing .

The Closing under this Agreement shall take place immediately upon the execution of this Agreement by the parties hereto and the satisfaction of the conditions contained in Section 4.2 and Section 4.3 or on such other date as may be agreed upon in writing by the parties hereto (the “ Closing Date ”). The Closing shall take place at the offices of Cole Schotz, P.C., 1325 Avenue of the Americas, 19 th Floor, New York, NY 10:00 a.m., New York time, or at some other time and location as may be agreed upon by the parties hereto.

ARTICLE II

REPRESENTATIONS AND WARRANTIES

Section 2.1 Representations and Warranties of the Company .

The Company hereby represents and warrants to the Investors and the Agent, as of the date hereof and the date of the Closing hereunder, as follows:

(a) Organization, Good Standing and Power . The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Texas and has the requisite corporate power to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. The Company does not have any direct or indirect Subsidiaries (as defined in Section 2.1(g)) or own securities of any kind in any other entity except as set forth on Schedule 2.1(g) hereto. The Company and each such Subsidiary is duly qualified as a foreign corporation or limited liability company to do business and is in good standing in every other jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary except for any jurisdiction(s) (alone or in the aggregate) in which the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect. For the purposes of this Agreement, “ Material Adverse Effect ” means a material adverse effect on vi) the business, operations, properties, prospects or financial condition of the Company and its Subsidiaries (whether individually or taken together as a whole), vii) the ability of the Company or its Subsidiaries to perform any of its obligations under this Agreement or any of the other Transaction Documents (as defined in Section 2.1(b)), viii) the Collateral, or the Agent’s Liens (on behalf of itself and the Investors) on the Collateral or the priority of such Liens, or ix) the rights of or benefits available to the Agent or the Investors under this Agreement or any of the other Transaction Documents. Pacific Energy Development MSL, LLC (“ PED MSL ”) and White Hawk Petroleum, LLC do not own any assets, do not and will not conduct any business on and after the date hereof, and are currently in the process of being dissolved by the Company. The Company shall not make, nor shall it permit, any capital contributions or loans to be made to PED MSL or White Hawk Petroleum, LLC, other than nominal capital contributions necessary to fund the liquidation and dissolution of such entities.

(b) Authorization; Enforcement . The Company and the Subsidiaries (as applicable) have the requisite corporate or limited liability company power and authority to enter into and perform this Agreement, the Notes, the Security Agreement dated March 7, 2014 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “ Security Agreement ”) by and among the Company, the Subsidiaries and the Agent, those certain leasehold and fee mortgages or deeds of trust dated March 7, 2014 (as amended, amended and restated, supplemented or otherwise modified from time to time, collectively, the “ Mortgages ”) by and between the Company, the trustee (if applicable) and the Agent, the Officer’s Certificate to be delivered by the Company, dated as of the Closing Date (the “ Officer’s Certificate ”), the Patent Security Agreement dated March 7, 2014 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “ Patent Security Agreement ”) by and between the Company and the Agent, those certain Amended and Restated Warrants and those certain Warrants, each dated as of the date hereof (as amended, amended and restated, supplemented or otherwise modified from time to time, collectively, the “ Warrant ”) by and between the Company and each Investor, and the Guaranty dated March 7, 2014 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “ Guaranty ”; this Agreement, the Notes, the Security Agreement, the Mortgages, the Patent Security Agreement, the Warrant, the Guaranty and any other documents executed and delivered by the Company or any of the Subsidiaries in connection with this Agreement or the transactions contemplated hereby, collectively, the “ Transaction Documents ”) delivered or to be delivered by each of the Subsidiaries to the Agent, and to issue and sell the Notes in accordance with the terms hereof. The execution, delivery and performance of the Transaction Documents by the Company and the Subsidiaries and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate or limited liability company action, and no further consent or authorization of the Company, its Board of Directors, manager, stockholders or any other third party is required, except as set forth on Schedule 2.1(b) hereto. When executed and delivered by the Company and the Subsidiaries, each of the Transaction Documents shall constitute a valid and binding obligation of the Company and the Subsidiaries enforceable against the Company and the Subsidiaries in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and remedies or by other equitable principles of general application.

(c) Capitalization . The authorized capital stock and the issued and outstanding shares of capital stock of the Company as of the Closing Date is set forth on Schedule 2.1(c)(i) hereto. All of the outstanding shares of the common stock, $0.001 par value per share of the Company (“ Common Stock ”) and any other outstanding security of the Company have been duly and validly authorized. Except as set forth on Schedule 2.1(c)(ii) hereto, no shares of Common Stock or any other security of the Company are entitled to preemptive rights or registration rights and there are no outstanding options, warrants, scrip, rights to subscribe to, call or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company. Furthermore, except as set forth on Schedule 2.1(c)(iii) hereto, there are no contracts, commitments, understandings, or arrangements by which the Company is or may become bound to issue additional shares of the capital stock of the Company or options, securities or rights convertible into shares of capital stock of the Company. Except as set forth on Schedule 2.1(c)(iv) hereto, the Company is not a party to or bound by any agreement or understanding granting registration or anti-dilution rights to any person with respect to any of its equity or debt securities. The Company is not a party to, and it has no knowledge of, any agreement or understanding restricting the voting or transfer of any shares of the capital stock of the Company.

(d) Issuance of Securities . The Notes have been duly authorized by all necessary corporate action and, when paid for or issued in accordance with the terms hereof, the Notes shall be validly issued and outstanding, free and clear of all liens, encumbrances and rights of refusal of any kind.

(e) No Conflicts . The execution, delivery and performance of the Transaction Documents by the Company and the Subsidiaries, the performance by the Company of its obligations under the Notes and the consummation by the Company and the Subsidiaries of the transactions contemplated hereby and thereby, and the issuance of the Notes as contemplated hereby, do not and will not (i) violate or conflict with any provision of the Company’s Certificate of Formation (the “ Certificate of Formation ”) or Bylaws (the “ Bylaws ”), each as amended to date, or any Subsidiary’s comparable charter documents, (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries’ respective properties or assets are bound, (iii) result in a violation of any federal, state, local or foreign statute, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries are bound or affected, or (iv) except as set forth in the Transaction Documents, create or impose a lien, mortgage, security interest, charge or encumbrance of any nature on any property or asset of the Company or its Subsidiaries under any agreement or any commitment to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or by which any of their respective properties or assets are bound, except, in all cases, for such conflicts, defaults, terminations, amendments, acceleration, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect (other than violations pursuant to clauses (i) or (iii) (with respect to federal and state securities laws)). Except as set forth in Schedule 2.1(b) , neither the Company nor any of its Subsidiaries is required under federal, state, foreign or local law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, in order for it to execute, deliver or perform any of its obligations under the Transaction Documents or issue and sell the Notes in accordance with the terms hereof (other than any filings, consents and approvals that may be required to be made by the Company under applicable state and federal securities laws, rules or regulations (which if required, shall be filed on a timely basis) and filings to perfect liens or security interests granted to the Agent pursuant to the Transaction Documents). The business of the Company and its Subsidiaries is not being conducted in violation of any laws, ordinances or regulations of any governmental entity, except for such violations that would not reasonably be expected to have, whether individually or in the aggregate, a Material Adverse Effect.

(f) Commission Documents, Financial Statements . The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), and the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Securities and Exchange Commission (the “ Commission ”) pursuant to the reporting requirements of the Exchange Act since July 27, 2012 (other than in connection with the Current Report on Form 8-K/A filed with the Commission on October 9, 2012, which was due within four business days of July 27, 2012) (all of the foregoing including filings incorporated by reference therein and amendments thereto being referred to herein as the “ Commission Documents ”). Each Commission Document complied with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such documents, and the Commission Documents did not, as of their respective filing dates, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the Commission Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles (“ GAAP ”) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of the Company and its Subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

(g) Subsidiaries . Schedule 2.1(g) hereto sets forth each Subsidiary of the Company, showing the jurisdiction of its incorporation or organization and showing the percentage of each person’s ownership of the outstanding stock or other interests of such Subsidiary. For the purposes of this Agreement, “ Subsidiary ” shall mean any corporation or other entity of which at least 50% of the securities or other ownership interest having ordinary voting power (absolutely or contingently) for the election of directors or other persons performing similar functions are at the time owned directly or indirectly by the Company and/or any of its Subsidiaries; provided that for purposes of this Agreement, PED MSL shall be deemed to be a Subsidiary of the Company. All of the outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued, and are fully paid and nonassessable. There are no outstanding preemptive, conversion or other rights, options, warrants or agreements granted or issued by or binding upon any Subsidiary for the purchase or acquisition of any shares of capital stock of any Subsidiary or any other securities convertible into, exchangeable for or evidencing the rights to subscribe for any shares of such capital stock. Neither the Company nor any Subsidiary is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of the capital stock of any Subsidiary or any convertible securities, rights, warrants or options of the type described in the preceding sentence except as set forth on Schedule 2.1(g) hereto. Neither the Company nor any Subsidiary is party to, nor has any knowledge of, any agreement restricting the voting or transfer of any shares of the capital stock of any Subsidiary. Each subsidiary is duly organized, validly existing and in good standing under the laws of the jurisdictions set forth on Schedule 2.1(g) and has the requisite corporate or other power to own, lease and operate its properties and assets and to conduct its business as it is now being conducted.

(h) Bank Accounts. Schedule 2.1(h) sets forth a complete and accurate list of deposit accounts (the “ Bank Accounts ”) owned by the Company and each Subsidiary.

(i) No Material Adverse Change . Except as set forth on Schedule 2.1(i) hereto, since December 31, 2015, neither the Company nor its Subsidiaries have experienced or suffered any Material Adverse Effect.

(j) No Undisclosed Liabilities . Except as set forth on Schedule 2.1(j) hereto, since December 31, 2015, neither the Company nor any of its Subsidiaries has incurred any liabilities, obligations, claims or losses (whether liquidated or unliquidated, secured or unsecured, absolute, accrued, contingent or otherwise) other than those incurred in the ordinary course of the Company’s or its Subsidiaries respective businesses or which, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect.

(k) No Undisclosed Events or Circumstances . Since December 31, 2015, no event or circumstance has occurred or exists with respect to the Company or its Subsidiaries or their respective businesses, properties, prospects, operations or financial condition, which, under applicable law, rule or regulation, requires public disclosure or announcement by the Company but which has not been so publicly announced or disclosed.

(l) Indebtedness . Schedule 2.1(l) hereto sets forth as of the date hereof all outstanding secured and unsecured Indebtedness of the Company or any Subsidiary, or for which the Company or any Subsidiary has commitments. For the purposes of this Agreement, “ Indebtedness ” shall mean, with respect to any Person, (a) all obligations for borrowed money, (b) all obligations evidenced by bonds, debentures, notes, or other similar instruments and all reimbursement or other obligations in respect of letters of credit, bankers acceptances, current swap agreements, interest rate hedging agreements (including, without limitation, interest rate and commodity hedging agreements), or other financial products, (c) all capital lease obligations, (d) all obligations or liabilities secured by a lien or encumbrance on any asset of such Person, irrespective of whether such obligation or liability is assumed, (e) all obligations for the deferred purchase price of assets, together with trade debt and other accounts payable that exceed $50,000 in the aggregate in any fiscal year, (f) all synthetic leases, (g) all obligations with respect to redeemable stock and redemption or repurchase obligations under any capital stock or other equity securities issued by such Person, (h) all reimbursement obligations and other liabilities of such Person with respect to surety bonds (whether bid, performance or otherwise), letters of credit, banker’s acceptances, drafts or similar documents or instruments issued for such Person’s account, (i) indebtedness of any partnership or joint venture in which such Person is a general partner or a joint venturer to the extent such Person is liable therefore as a result of such Person’s ownership interest in such entity, except to the extent that the terms of such indebtedness expressly provide that such Person is not liable therefore or such Person has no liability therefore as a matter of law, (j) trade debt and other account payables which remain unpaid more than sixty (60) days past the invoice date, and (k) any obligation guaranteeing or intended to guarantee (whether directly or indirectly guaranteed, endorsed, co-made, discounted or sold with recourse) any of the foregoing obligations of any other Person; provided , however , Indebtedness shall not include (I) usual and customary trade debt and other accounts payable incurred in the ordinary course of business less than sixty (60) days past the invoice date and (II) endorsements for collection or deposit in the ordinary course of business. Neither the Company nor any Subsidiary is in default with respect to any Indebtedness. “ Person ” means any individual, sole proprietorship, joint venture, partnership, corporation, limited liability company, association, joint-stock company, unincorporated organization, cooperative, trust, estate, governmental entity or any other entity of any kind or nature whatsoever.

(m) Title to Assets . Each of the Company and the Subsidiaries has good, valid, and marketable title to all of its real and personal property reflected in the Commission Documents and as set forth on Schedule 2.1(m), free and clear of any mortgages, pledges, charges, liens, security interests or other encumbrances, except for: (i) the Permitted Encumbrances; (ii) burdens recorded before the Closing Date in the real property records of the county in which the assets set forth in the Commission Documents or on Schedule 2.1(m) are located, other than any such burdens that arise by, from, through, under or as a result of any act by the Company, any Subsidiary or any Affiliate of the Company or any Subsidiary; and (iii) those which individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. Any leases of the Company and each of its Subsidiaries are valid and subsisting and in full force and effect. Pursuant to, and upon execution and delivery of, the Security Agreement and the filing of financing statements and Mortgages in the appropriate jurisdictions, the Company and its Subsidiaries shall have granted to the Agent a perfected, first priority security interest in substantially all of the Company’s and each of its Subsidiaries’ Oil and Gas Properties with respect to which a security interest may be perfected by the filing of such financing statements and Mortgages, which shall be a first priority security interest on all of such assets except for the Permitted Encumbrances and burdens recorded before the Closing Date in the real property records of the county in which the assets set forth in the Commission Documents or on Schedule 2.1(m) are located, other than any such burdens that arise by, from, through, under or as a result of any act by the Company, any Subsidiary or any Affiliate of the Company or any Subsidiary. With respect to the Oil and Gas Properties listed on Schedule 2.1(m) , “good, valid and marketable title” means such title that will enable the title holder to receive from each of such Oil and Gas Properties at least the “Net Revenue Interest” for the wells identified on Schedule 2.1(m) associated with each of such Oil and Gas Properties, without reduction, suspension, or termination throughout the productive life of the wells, except for any reduction, suspension, or termination: (i) caused by orders of the appropriate regulatory agency having jurisdiction over an Oil and Gas Properties that are promulgated after the Closing Date and that concern pooling, unitization, communitization, or spacing matters affecting an Oil and Gas Properties; or (ii) otherwise set out in Schedule 2.1(m) . “Good, valid and marketable title” also means title that will obligate the title holder to bear no greater “Working Interest” than the Working Interest for each of the wells identified on Schedule 2.1(m) as being associated with each of such Oil and Gas Properties, without increase throughout the productive life of the wells, except for any increase: (i) that also results in the Net Revenue Interest associated with the well being proportionately increased; (ii) caused by contribution requirements provided for under provisions similar to those contained in Article VI of the A.A.P.L. Form 610-1989 Model Form Operating Agreement; (iii) caused by orders of the appropriate regulatory agency having jurisdiction over an Oil and Gas Properties that are promulgated after the Closing Date and that concern pooling, unitization, communitization, or spacing matters affecting any Oil and Gas Properties; or (iv) otherwise set forth in Schedule 2.1(m) .

(n) Actions Pending . There is no action, suit, claim, investigation, arbitration, alternate dispute resolution proceeding or other proceeding pending or, to the knowledge of the Company, threatened against the Company or any Subsidiary which questions the validity of this Agreement or any of the other Transaction Documents or any of the transactions contemplated hereby or thereby or any action taken or to be taken pursuant hereto or thereto. Except as set forth on Schedule 2.1(n) hereto, there is no action, suit, claim, investigation, arbitration, alternate dispute resolution proceeding or other proceeding pending or, to the knowledge of the Company, threatened against or involving the Company, any Subsidiary or any of their respective properties or assets, which individually or in the aggregate, would reasonably be expected, if adversely determined, to have a Material Adverse Effect. There are no outstanding orders, judgments, injunctions, awards or decrees of any court, arbitrator or governmental or regulatory body against the Company or any Subsidiary or any officers or directors of the Company or Subsidiary in their capacities as such, which individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

(o) Compliance with Law . The business of the Company and the Subsidiaries has been and is presently being conducted in accordance with all applicable federal, state and local governmental laws, rules, regulations and ordinances, except such that, individually or in the aggregate, the noncompliance therewith could not reasonably be expected to have a Material Adverse Effect. The Company and each of its Subsidiaries have all franchises, permits, licenses, consents and other governmental or regulatory authorizations and approvals necessary for the conduct of its business as now being conducted by it unless the failure to possess such franchises, permits, licenses, consents and other governmental or regulatory authorizations and approvals, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

(p) Taxes . Since July 27, 2012, the date of the closing of the Company’s Agreement and Plan of Reorganization between the Company, Blast Acquisition Corp., a wholly-owned Nevada subsidiary of the Company, and Pacific Energy Development Corp., a privately-held Nevada corporation, (i) the Company and each of the Subsidiaries has accurately prepared and filed (or validly extended) all federal, state and other tax returns required by law to be filed by it, has paid or made provisions for the payment of all taxes shown to be due and all additional assessments, and adequate provisions have been and are reflected in the financial statements of the Company and the Subsidiaries for all current taxes and other charges to which the Company or any Subsidiary is subject and which are not currently due and payable; and (ii) none of the federal income tax returns of the Company or any Subsidiary have been audited by the Internal Revenue Service. The Company has no knowledge of any additional assessments, adjustments or contingent tax liability (whether federal or state) of any nature whatsoever, whether pending or threatened against the Company or any Subsidiary for any period, nor of any basis for any such assessment, adjustment or contingency.

(q) Disclosure . To the Company’s knowledge, neither this Agreement nor the Schedules hereto nor any other documents, certificates or instruments furnished to any Investor or the Agent by or on behalf of the Company or any Subsidiary in connection with the transactions contemplated by this Agreement, taken together as a whole, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made herein or therein, in the light of the circumstances under which they were made herein or therein, not misleading.

(r) Environmental Compliance . Except as would not reasonably be expected to have a Material Adverse Effect, the Company and each of its Subsidiaries have obtained all approvals, authorizations, certificates, consents, licenses, orders and permits or other similar authorizations of all governmental authorities, or from any other person, that are required under any Environmental Laws. “ Environmental Laws ” shall mean all applicable laws relating to the protection of the environment including, without limitation, all requirements pertaining to reporting, licensing, permitting, controlling, investigating or remediating emissions, discharges, releases or threatened releases of hazardous substances, chemical substances, pollutants, contaminants or toxic substances, materials or wastes, whether solid, liquid or gaseous in nature, into the air, surface water, groundwater or land, or relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of hazardous substances, chemical substances, pollutants, contaminants or toxic substances, material or wastes, whether solid, liquid or gaseous in nature. Except as would not reasonably be expected to have a Material Adverse Effect, the Company has all necessary governmental approvals required under all Environmental Laws as necessary for the Company’s business or the business of any of its Subsidiaries. The Company and each of its Subsidiaries are also in material compliance with all other limitations, restrictions, conditions, standards, requirements, schedules and timetables required or imposed under all Environmental Laws. Except for such instances as would not individually or in the aggregate have a Material Adverse Effect, Company has not received written notice of any past or present events, conditions, circumstances, incidents, actions or omissions relating to or in any way affecting the Company or its Subsidiaries that violate or may violate any Environmental Law after the Closing Date or that may give rise to any environmental liability, or otherwise form the basis of any claim, action, demand, suit, proceeding, hearing, study or investigation (i) under any Environmental Law, or (ii) based on or related to the manufacture, processing, distribution, use, treatment, storage (including without limitation underground storage tanks), disposal, transport or handling, or the emission, discharge, release or threatened release of any hazardous substance.

(s) Books and Records; Internal Accounting Controls . The records and documents of the Company and its Subsidiaries accurately reflect in all material respects the information relating to the business of the Company and its Subsidiaries, the location and collection of their assets, and the nature of all transactions giving rise to the obligations or accounts receivable of the Company or any Subsidiary. The Company is in material compliance with all provisions of the Sarbanes-Oxley Act of 2002 and the Dodd Frank Act which are applicable to it as of the Closing Date. The Company and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP or International Financial Reporting Standards (“ IFRS ”), as applicable, and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by the Company’s most recently filed periodic report under the Exchange Act (such date, the “ Evaluation Date ”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

(t) Material Agreements . Except as would not reasonably be expected to have a Material Adverse Effect, the Company and each of its Subsidiaries have performed all obligations required to be performed by them to date under any written or oral contract, instrument, agreement, commitment, obligation, plan or arrangement, filed or required to be filed with the Commission or any other material contract, material instrument, material agreement, material commitment, material obligation, material plan or material arrangement to which the Company or any Subsidiary is a party or by which the Company’s or any Subsidiary’s properties or assets are bound (the “ Material Agreements ”). Neither the Company nor any of its Subsidiaries has received any notice of default under any Material Agreement, which has not been waived or cured. Neither the Company nor any of its Subsidiaries is currently in default under any Material Agreement now in effect.

(u) Transactions with Affiliates . There are no loans, leases, agreements, contracts, royalty agreements, management contracts or arrangements or other continuing transactions between (a) the Company, any Subsidiary or any of their respective customers or suppliers on the one hand, and (b) on the other hand, any officer, employee, consultant or director of the Company, or any of its Subsidiaries, or any person owning at least 5% of the outstanding capital stock of the Company or any Subsidiary or any member of the immediate family of such officer, employee, consultant, director or stockholder or any corporation or other entity controlled by such officer, employee, consultant, director or stockholder, or a member of the immediate family of such officer, employee, consultant, director or stockholder which, in each case, is required to be disclosed in the Commission Documents or in the Company’s most recently filed definitive proxy statement on Schedule 14A, that is not so disclosed in the Commission Documents or in such proxy statement.

(v) Securities Act of 1933 . The Company has complied and will comply with all applicable federal and state securities laws in connection with the offer, issuance and sale of the Notes hereunder. Neither the Company nor anyone acting on its behalf, directly or indirectly, has or will sell, offer to sell or solicit offers to buy the Notes or similar securities to, or solicit offers with respect thereto from, or enter into any negotiations relating thereto with, any person, or has taken or will take any action so as to bring the issuance and sale of the Notes under the registration provisions of the Securities Act and applicable state securities laws, and neither the Company nor any of its affiliates, nor 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 Notes. The Company is not, and has not been for a period of more than 12 months prior to the date of the issuance of the Notes, an issuer identified in Rule 144(i)(l) under the Securities Act. Neither the Company, nor any of its directors, officers or controlling persons, has taken or will, in violation of applicable law, take, any action designed to or that might reasonably be expected to cause or result in, or which has constituted, stabilization or manipulation of the price of the Common Stock to facilitate the sale or resale of the securities issued or issuable in connection with the transactions contemplated hereunder.

(w) Employees . Neither the Company nor any Subsidiary has any collective bargaining arrangements or agreements covering any of its employees, except as set forth on Schedule 2.1(w) hereto. Except as set forth on Schedule 2.1(w) hereto, neither the Company nor any Subsidiary has any employment contract, agreement regarding proprietary information, non-competition agreement, non-solicitation agreement, confidentiality agreement, or any other similar contract or restrictive covenant, relating to the right of any officer, employee or consultant to be employed or engaged by the Company or such Subsidiary required to be disclosed in the Commission Documents that is not so disclosed. No officer, consultant or key employee of the Company or any Subsidiary whose termination, either individually or in the aggregate, would be reasonably likely to have a Material Adverse Effect, has terminated or, to the knowledge of the Company, has any present intention of terminating his or her employment or engagement with the Company or any Subsidiary.

(x) Intellectual Property . The Company and each of the Subsidiaries owns, or possesses the rights to use, all patents (and any patentable improvements thereof), trademarks, service marks, trade names, domain names, copyrights and websites (or copyrightable derivative works thereof), and intellectual property rights relating thereto (to any of the foregoing list, whether or not registered), licenses and authorizations which are necessary for the conduct of its business as now conducted without infringement or any conflict with the rights of others.

(y) Absence of Certain Developments . Except as set forth on Schedule 2.1(y) hereto, since December 31, 2015, neither the Company nor any Subsidiary has:

(i) issued any stock, bonds or other corporate securities or any right, options or warrants with respect thereto;

(ii) borrowed any amount in excess of $50,000 or incurred or become subject to any other liabilities in excess of $50,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company and its Subsidiaries;

(iii) discharged or satisfied any lien or encumbrance in excess of $50,000 or paid any obligation or liability (absolute or contingent) in excess of $50,000, other than current liabilities paid in the ordinary course of business;

(iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock, in each case in excess of $25,000 individually or $50,000 in the aggregate;

(v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $50,000, except in the ordinary course of business;

(vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $50,000, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or pursuant to nondisclosure agreements;

(vii) suffered any material losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business;

(viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices;

(ix) made capital expenditures or commitments therefor that aggregate in excess of $50,000;

(x) entered into any material transaction, whether or not in the ordinary course of business;

(xi) made charitable contributions or pledges in excess of $5,000;

(xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance;

(xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; or

(xiv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

(z) Public Utility Holding Company Act and Investment Company Act Status . The Company is not a “holding company” or a “public utility company” as such terms are defined in the Public Utility Holding Company Act of 1935, as amended. The Company is not, and as a result of and immediately upon either Closing will not be, an “investment company” or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended.

(aa) ERISA . No liability to the Pension Benefit Guaranty Corporation has been incurred with respect to any Plan by the Company or any of its Subsidiaries which is or would be materially adverse to the Company and its Subsidiaries. The execution and delivery of this Agreement and the issuance and sale of the Notes will not involve any transaction which is subject to the prohibitions of Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”) or in connection with which a tax could be imposed pursuant to Section 4975 of the Internal Revenue Code of 1986, as amended. As used in this Section 2.1(aa), the term “Plan” shall mean an “employee pension benefit plan” (as defined in Section 3 of ERISA) which is or has been established or maintained, or to which contributions are or have been made, by the Company or any Subsidiary or by any trade or business, whether or not incorporated, which, together with the Company or any Subsidiary, is under common control, as described in Section 414(b) or (c) of the Code.

(bb) No Integrated Offering . Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales of any security or solicited any offers to buy any security under circumstances that would cause the offering of the Notes pursuant to this Agreement to be integrated with prior offerings by the Company for purposes of the Securities Act which would prevent the Company from selling the Notes pursuant to Regulation D and Rule 506 thereof under the Securities Act, or any applicable exchange-related stockholder approval provisions, nor will the Company or any of its affiliates or subsidiaries take any action or steps that would cause the offering of the Notes to be integrated with other offerings. The Company does not have any registration statement pending before the Commission or currently under the Commission’s review and, except as set forth on Schedule 2.1(bb) , since December 31, 2015 the Company has not offered or sold any of its equity securities or debt securities convertible into shares of Common Stock.

(cc) Broker’s Fees . Except to the extent set forth on Schedule 2.1(cc) hereto, neither the Company nor any Subsidiary has any obligation to any Person in respect of any finder’s, broker’s, investment banking or other similar fee in connection with any of the transactions contemplated under the Transaction Documents.

(dd) Foreign Asset Control Regulations, etc. Neither the purchase of the Notes by the Investors nor any use of the proceeds thereof will violate the Trading with the Enemy Act, as amended, or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto. None of the Company or the Subsidiaries (i) is a Person described or designated in the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control or in Section 1 of the Anti-Terrorism Order or (ii) engages in any dealings or transactions with any such Person. The Company and the Subsidiaries are in compliance, in all material respects, with the USA Patriot Act. No proceeds of the purchase of the Notes by the Investors will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended, assuming in all cases that such Act applies to the Company or the Subsidiaries.

Section 2.2 Representations and Warranties of each Investor .

(a) Each Tranche A Investor hereby represents and warrants to the Company as of the date hereof and as of the date of the Closing that such Tranche A Investor is purchasing the Tranche A Note issued to such Tranche A Investor solely for its own account and not with a view to or for sale in connection with distribution. Such Tranche A Investor does not have a present intention to sell such Tranche A Note, nor a present arrangement (whether or not legally binding) or intention to effect any distribution of such Tranche A Note to or through any Person; provided , however , that by making the representations herein, such Tranche A Investor does not agree to hold such Tranche A Note for any minimum or other specific term and reserves the right to dispose of such Tranche A Note at any time in accordance with Federal and state securities laws applicable to such disposition. Such Tranche A Investor further represents and warrants to the Company as of the date hereof and as of the date of the Closing that (i) such Tranche A Investor has such knowledge and experience in financial and business matters that such Tranche A Investor is capable of evaluating the merits and risks of the proposed investment in such Tranche A Note; (ii) such Tranche A Investor understands that such Tranche A Note may not be sold, transferred or otherwise disposed of by it without registration under the Securities Act and any applicable state securities laws, or an exemption therefrom, and that in the absence of an effective registration statement covering such securities or an available exemption from registration, such Investor may be required to hold such securities indefinitely; and (iii) such Tranche A Investor is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act.

(b) Each of the Agent and each Investor agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed x) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential); xi) to the extent requested by any regulatory authority having or asserting jurisdiction; xii) to the extent required by law or by any subpoena or similar legal process; xiii) to any other party to this Agreement; xiv) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder; xv) subject to an agreement containing provisions substantially the same as those of this Section 2.2(a), to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations under this Agreement; xvi) with the consent of the Company or any of its Subsidiaries; or xvii) to the extent such Information (1) becomes publicly available other than as a result of a breach of this Section 2.2(a) or (2) becomes available to the Agent or such Investor, as applicable, on a non-confidential basis from a source other than the Company of any of its Subsidiaries, which source is not known to the Agent or such Investor, as applicable, to be in breach of confidentiality with respect to such Information. For the purposes of this Section 2.2(a), “ Information ” means all information received directly or indirectly from the Company of any Subsidiary relating to the Company or any Subsidiary, any Affiliate thereof, or the business of any of the foregoing, other than any such information that is available to the Agent or such Investor, as applicable, on a non-confidential basis prior to disclosure by the Company of any Subsidiary or any Affiliate of any thereof (unless the source is known to the Agent or such Investor, as applicable, to be in breach of confidentiality with respect to such Information); provided that, in the case of information received from the Company or any Subsidiary, any Affiliate thereof after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section 2.2(a) shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

EACH OF THE AGENT AND EACH INVESTOR ACKNOWLEDGES THAT INFORMATION AS DEFINED IN SECTION 2.2(B) FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING THE COMPANY OR ANY OF ITS SUBSIDIARIES, AND EACH OF THEIR AFFILIATES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL, STATE AND OTHER APPLICABLE SECURITIES LAWS.

ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY THE COMPANY, THE AGENT OR ANY INVESTOR PURSUANT TO, OR IN THE COURSE OF ADMINISTERING, THIS AGREEMENT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT THE COMPANY OR ANY OF ITS SUBSIDIARIES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH OF THE AND EACH INVESTOR REPRESENTS TO THE COMPANY THAT IT HAS IDENTIFIED TO THE COMPANY A CONTACT WHO MAY RECEIVE INFORMATION THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL, STATE AND OTHER APPLICABLE SECURITIES LAWS.

Section 2.3 Additional Representations and Warranties of Investors .

(a) Each Investor, for itself and not on behalf of Agent or any other Investor, hereby represents and warrants to the Company as of the date hereof and as of the date of the Closing that such Investor is obtaining the Warrant and the shares of Common Stock issuable upon exercise thereof (the “ Warrant Shares ”) solely for its own account and not with a view to or for sale in connection with distribution. Each Investor, for itself and not on behalf of Agent or any other Investor, does not have a present intention to sell such Warrant or Warrant Shares, nor a present arrangement (whether or not legally binding) or intention to effect any distribution of such Warrant or Warrant Shares to or through any Person; provided , however , that by making the representations herein, such Investor does not agree to hold such Warrant or Warrant Shares for any minimum or other specific term and reserves the right to dispose of such Warrant or Warrant Shares at any time in accordance with Federal and state securities laws applicable to such disposition. Each Investor, for itself and not on behalf of Agent or any other Investor, further represents and warrants to the Company as of the date hereof and as of the date of the Closing that (i) such Investor has such knowledge and experience in financial and business matters that such Investor is capable of evaluating the merits and risks of the proposed investment in such Warrant and Warrant Shares; (ii) such Investor understands that such Warrant and Warrant Shares may not be sold, transferred or otherwise disposed of by it without registration under the Securities Act and any applicable state securities laws, or an exemption therefrom, and that in the absence of an effective registration statement covering such securities or an available exemption from registration, Investor may be required to hold such securities indefinitely; and (iii) such Investor is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act.

ARTICLE III

COVENANTS

The Company covenants with the Agent and the Investors as follows, which covenants are for the benefit of the Agent and the Investors and their respective successors and assigns. Unless otherwise set forth in the covenants in this ARTICLE III, such covenants shall survive the Closing hereunder until the Notes and all other obligations under the Transaction Documents are paid in full, at which time they shall automatically terminate.

Section 3.1 Securities Compliance .

The Company shall notify the Commission in accordance with its rules and regulations, of the transactions contemplated by any of the Transaction Documents and shall take all other necessary action and proceedings as may be required and permitted by applicable law, rule and regulation, for the legal and valid issuance of the Notes to the Investors or subsequent holders.

Section 3.2 Registration and Listing .

The Company shall cause its Common Stock to continue to be registered under Sections 12(b) or 12(g) of the Exchange Act, to comply in all respects with its reporting and filing obligations under the Exchange Act and to not take any action or file any document (whether or not permitted by the Securities Act or the rules promulgated thereunder) to terminate or suspend such registration or to terminate or suspend its reporting and filing obligations under the Exchange Act or Securities Act. The Company will take all action necessary to continue the listing or trading of its Common Stock on the New York Stock Exchange, the NYSE Alternext Exchange, the NYSE MKT, the Nasdaq Capital Markets, the Nasdaq Global Markets, or the Nasdaq Global Select Market, the OTCQB or the OTCQX. Upon the request of the Agent or any Investor, the Company shall deliver to the Agent and the Investors a written certification of a duly authorized officer as to whether it has complied with such requirements.

Section 3.3 Compliance with Laws .

The Company shall comply, and cause each Subsidiary to comply, with all applicable laws, rules, regulations and orders of any governmental authority, including without limitation, all securities law, rules and regulations and timely make all filings required by any such laws, rules and regulations, except for such noncompliance or failures that individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Section 3.4 Keeping of Records and Books of Account .

The Company shall keep and cause each Subsidiary to keep adequate records and books of account, in which complete entries will be made in accordance with GAAP or IFRS, as applicable, consistently applied, reflecting all financial transactions of the Company and its Subsidiaries, and in which, for each fiscal year, all proper reserves for depreciation, depletion, obsolescence, amortization, taxes, bad debts and other purposes in connection with its business shall be made. Upon request of the Agent or any Investor, the Company shall, and shall cause each of its Subsidiaries to, make available to the Agent or such Investor, as applicable, any and all books and records or any other information reasonably requested by the Agent or such Investor, as applicable, relating to the financial condition to the Company and each of its Subsidiaries.

Section 3.5 Reporting Requirements .

The Company shall furnish the following to the Agent and the Investors until payment in full in cash of all amounts due under any Transaction Document and the termination of this Agreement and the other Transaction Documents (the Agent and the Investors acknowledge that the requirement to furnish copies of documents filed publicly with the Securities and Exchange Commission on the EDGAR database (“ EDGAR Documents ”) shall be satisfied by the delivery of electronic mail notices of such filings or automatic alerts through EDGAR, and the Company shall not be required (unless otherwise requested in writing by the Agent or any Investor) to provide the Agent or the Investors any further notice or physical copies of any EDGAR Documents):

(a) Commission Documents

(1) Within 45 days following the end of each of the Company’s fiscal quarters (provided that if the Company timely files a Form 12b-25, the Company shall have an additional five days following the end of the Company’s fiscal quarter), Quarterly Reports on Form 10-Q;

(2) Within 90 days following the end of each of the Company’s fiscal years (provided that if the Company timely files a Form 12b-25, the Company shall have an additional fifteen days following the end of the Company’s fiscal year), Annual Reports on Form 10-K;

(3) Current Reports filed with the Commission on Form 8-K as soon as practical after the document is or would have been required to be filed with the Commission;

(4) Copies of any other filings filed or required to be filed with the Commission as soon as practical after the document is or would have been required to be filed with the Commission;

(5) Copies of all notices, information and proxy statements in connection with any meetings that are, in each case, provided to holders of shares of Common Stock, contemporaneously with the delivery of such notices or information to such holders of Common Stock; and

(6) Within five (5) Business Days of the Agent’s or any Investor’s request, copies of any other reports, information or filings reasonably requested by the Agent or such Investor from time to time.

(b) Budget

(i) By no later than thirty (30) days before the end of each calendar year, the Company shall deliver (or cause to be delivered) to the Agent and the Investors an Annual Budget for the following calendar year, which Annual Budget shall (A) reflect monthly general and administrative expenditures, plugging expenses, and other budgeted items and be in a form and substance satisfactory to the Agent and the Investors and the Company in their reasonable discretion, “ Annual Budget ” means the annual operating budget (including budgeted statements on both a monthly and full year basis of income and sources and uses of cash) for the Company and each of its Subsidiaries.

(ii) By no later than five (5) days before the end of each calendar quarter end, the Company shall deliver (or cause to be delivered to the Agent and the Investors) (A) a Quarterly Budget for the following quarter, which Quarterly Budget shall (1) reflect the quarter’s general and administrative expenditures, plugging expenses, and other budgeted items and otherwise be in a form and substance mutually agreeable to each of the Agent, the Investors and the Company and readily producible and available through the Company’s then-existing accounting systems, software and processes; and (B) a comparison of the Quarterly Budget previously delivered to the Agent and the Investors in respect of the immediately prior quarter and the actual expenditures of the Company for such quarter, together with an explanation of any material variances. “ Quarterly Budget ” means the operating budget (including budgeted statements on a quarterly basis of income and sources and uses of cash) for the Company and each of its Subsidiaries. “ Budgets ” means, collectively, the Annual Budgets and the Quarterly Budgets.

(iii) By no later than two (2) Business Days after the end of each calendar month, the Company shall deliver (or cause to be delivered to the Agent and the Investors): (A) a projected monthly general and administrative expense report for the following month (the “ Projected G&A ”), in a form and substance mutually agreeable to each of the Agent, the Investors and the Company and readily producible and available through the Company’s then-existing accounting systems, software and processes; and (B) a comparison of the Projected G&A report previously delivered to the Agent and the Investors in respect of the immediately prior month and the actual general and administrative expenditures of the Company for such month, together with an explanation of any variances; provided, however, that in no event shall such variances exceed $150,000, whether individually or in the aggregate.

(c) Reserve Reports. The Company shall, at its sole expense, (i) cause an engineering reserve report relating to the Oil and Gas Properties to be prepared by a licensed engineer (which may be an internally-generated report) for the first six (6) months of a calendar year and delivered to the Agent and the Investors on the fifteenth calendar day of August of each year (or, if such fifteenth day is not a Business Day, on the immediately following Business Day), beginning on August 15, 2016, and (ii) retain either South Texas Reservoir Alliance LLC, Ryder Scott Petroleum Consultants, Netherland, Sewell & Associates, Inc. or DeGolyer and MacNaughton (each of the foregoing, an “ Approved Consultant ”) to prepare an engineering reserve report relating to the Oil and Gas Properties each calendar year and deliver such report to the Agent and the Investors on the fifteenth calendar day of March of each year (or, if such first calendar day is not a Business Day, on the immediately following Business Day), beginning on March 15, 2017. Any such engineering reserve report shall be referred to herein as a “ Reserve Report ”. Each Reserve Report will evaluate the projected recoverable reserves attributable to the Company’s and each of its Subsidiaries’ working interests and net revenue interests in the Oil and Gas Properties. The Reserve Report will separately report on PDP Reserves, PDNP Reserves and PUD Reserves in accordance with the requirements of Rule 4-10 of Regulation S-X of the Securities and Exchange Commission.

(d) Tax Returns . Within twenty (20) days after filing thereof, a copy of the annual federal tax return (and any amended return) and any state, monthly or annual, tax filings (and any amendment thereto) of the Company or any of its Subsidiaries certified by the chief financial officer or chief executive officer of the Company or such Subsidiary to be accurate and complete in all material respects.

(e) Government Notices . Promptly after receipt, copies of all notices, requests, subpoenas, inquiries or other writings received from any governmental agency concerning the violation or alleged violation of any Environmental Laws, the storage, use or disposal of any Hazardous Material, the violation or alleged violation of the Fair Labor Standards Act or the payment or non-payment of any taxes including any tax audit, in each case, with respect to the Company or any of its Subsidiaries.

(f) Notification of Events of Default, etc. By the end of the fourth (4 th ) Business Day following the day any officer of the Company or any of its Subsidiaries obtains knowledge of any of the following events or conditions, a written notice, including a certificate signed by the chief executive officer or president of the Company or such Subsidiary, specifying the nature and period of existence of such condition or event and what action the Company or such Subsidiary, as applicable, has taken, is taking, and proposes to take, with respect thereto:

(i) any condition, circumstance or event that constitutes an Event of Default or a Default;

(ii) any default or breach by the Company or any of its Subsidiaries of the performance, observance or fulfillment of any of the obligations, duties, covenants or conditions contained in any contractual obligation of the Company or any of its Subsidiaries, or the occurrence of any condition or event that would allow the other party to any such contractual obligations to terminate or cancel such contract, or the receipt by the Company or any of its Subsidiaries of any notice from any such counterparty under any such contractual obligation claiming that any such default or material condition or event has occurred, in any such case with respect to any contract of the Company or any of its Subsidiaries the termination or cancellation of which, or non-renewal of which on substantially similar terms, could reasonably be expected to have a Material Adverse Effect;

(iii) any condition, circumstance or event which has had or could reasonably be expected to have a Material Adverse Effect; or

(iv) the resignation or termination of the chief financial officer or the controller of the Company or any of its Subsidiaries (or any officer(s) or employee(s) of the Company or any of its Subsidiaries performing the duties and functions commonly performed by a chief financial officer and a controller) or the head(s) of operations and sales of the Company or any of its Subsidiaries, or if any such person shall leave his or her office for whatever reason or ceases to exercise the rights and duties of such office; provided, that, in addition to giving written notice as provided for above, the Company shall also provide notice to the Agent and the Investors via e-mail and telephone to one of the managing partners of the Agent of such occurrence by the end of the fourth (4 th ) Business Day following the day any officer of the Company obtains knowledge of any such event described in this clause (iv) unless the Company has previously publicly disclosed or concurrently discloses such resignation/termination in the EDGAR Documents and such disclosure is electronically provided to the Agent and the Investors or the Agent and the Investors receive an electronic alert through EDGAR of the same.

(g) Trade Names . At least ten (10) Business Days advance written notice of any new trade name or fictitious business name.

(h) Locations . At least ten (10) Business Days advance written notice of any change in the Company’s or any of its Subsidiaries’ addresses or of any new location for their respective books and records or where any assets of the Company or any of its Subsidiaries on which a Lien in favor of the Agent has been or purports to be created and/or granted pursuant to any Transaction Documents (the “ Collateral ”) (including any such new Collateral location operated by a third party (and specifically including any public warehouse, any consignment location, any locations where any of the Collateral is to be held for processing and any other bailee location at which any of the Collateral is to be located)). With respect to any such new location (which in any event shall be within the continental United States assuming that such Collateral was located in the continental United States at the time it became Collateral), the Company shall, and shall cause each of its Subsidiaries to, execute such documents and take such actions as the Agent or any Investor deems necessary or desirable to perfect and protect the security interests of the Agent in the Collateral prior to the transfer or removal of any Collateral to such new location.

(i) Accounts . The Company will cause (i) the Agent and the Investors to be provided with the ability to monitor and access the Bank Accounts of the Company and each Subsidiary online and in real time, and (ii) copies of all bank statements with respect to all accounts of every kind to be provided to the Agent contemporaneously with their being provided to the Company and any Subsidiary. The Company shall not and shall not permit any of its Subsidiaries to open or own any deposit accounts other than as set forth on Schedule 2.1(h) , unless (x) such accounts are approved by the Agent in writing, which approval shall not be unreasonably delayed, conditioned or withheld, (y) the Company has complied with clauses (i) and (ii) of this Section 3.5(i) with respect to such accounts and (z) such accounts are part of the Collateral.

(j) Certified Public Accountants . Within four (4) Business Days of the resignation or termination of the Company’s current certified public accountants, or any certified public accountants hereafter engaged by the Company, notify the Agent and the Investors in writing of such occurrence and the reason(s) therefor, unless the Company has previously publicly disclosed or concurrently discloses such resignation/termination in the EDGAR Documents and such disclosure is electronically provided to the Agent and the Investors or the Agent and the Investors receive an electronic alert through EDGAR of the same.

(k) Litigation . Within four (4) Business Days after the Company obtains knowledge of (i) the institution of any action, suit, proceeding, governmental investigation or arbitration against or affecting the Company or any of its Subsidiaries or any property of the Company or any of its Subsidiaries not previously disclosed by the Company to the Agent and the Investors in writing and in an amount in excess of $50,000 or (2) any material development in any action, suit, proceeding, governmental investigation or arbitration at any time pending against or affecting the Company or any of its Subsidiaries or any property of the Company or any of its Subsidiaries that could reasonably be expected to have a Material Adverse Effect, the Company will give written notice thereof to the Agent and the Investors and provide such other information as may be reasonably available to the Company or any of its Subsidiaries to enable the Agent and the Investors and its counsel to evaluate such matter.

(l) Milestone Reports . With reasonable promptness following receipt of same, copies of all data, including well logs, drilling records, completion reports, test results and field notes, with respect to the Oil and Gas Properties, and daily reports from the field that describe the drilling and completion operations.

(m) Revenue Statements . Within four (4) Business Days after the Company’s receipt thereof, revenue statements from the sale of Hydrocarbons for each calendar month.

(n) Asia Sixth . Within four (4) Business Days after the Company’s receipt or delivery thereof, copies of all notices, requests, subpoenas, inquiries or other writings received or delivered in connection with that certain Shares Subscription Agreement dated September 11, 2013 by and between The Sixth Energy Limited, Asia Sixth Energy Resources Limited and Pacific Energy Development Corp., a Nevada corporation (“ PEDCO ”).

(o) Other Notices . Within four (4) Business Days after the Company’s receipt or delivery thereof, copies of all notices, requests, subpoenas, inquiries or other writings received or delivered with respect to any of the Collateral to the extent such notices, requests, subpoenas, inquiries or other writings could reasonably be deemed to be material to the ownership or economics of the Company and its Subsidiaries, taken as a whole, or the Oil and Gas Properties.

Section 3.6 Other Agreements .

The Company shall not, and shall not permit its Subsidiaries to, enter into any agreement in which the terms of such agreement would restrict or impair the right or ability to perform of the Company or any of its Subsidiaries to perform if their specific obligation, under any Transaction Document.

Section 3.7 Use of Proceeds .

(a) The net proceeds from the Initial Tranche A Funding shall be used by the Company as follows: (i) up to $5,100,000 to fund the Company’s or such Subsidiary’s obligation pursuant to an approved authorization for expenditure (“ AFE ”) issued for the wells listed on Schedule 3.7 drilled and completed on property located in the Wattenberg Field in the Denver-Julesburg Basin, Weld County, Colorado (the “ Pronghorn Wells ”), (ii) to pay up to $750,000 of the Company’s or its Subsidiaries’ past due payables as agreed upon in writing by the Company, the Agent and the Investors, (iii) to pay $444,681.05 of unpaid interest payments due to Heartland Bank under its Original Tranche B Note through February 29, 2016, and (iv) to pay fees and expenses incurred in connection with the transactions contemplated by this Agreement and the other Transaction Documents.

(b) In no event shall the proceeds of any Funding be used to redeem any Common Stock or securities convertible, exercisable or exchangeable into Common Stock, to settle any outstanding litigation or towards the payment of selling general and administrative expenses, except as agreed upon in writing by the Company, the Agent and the Investors.

Section 3.8 Reporting Status .

The Company shall timely file all reports required to be filed with the Commission pursuant to the Exchange Act, and the Company shall not terminate its status as an issuer required to file reports under the Exchange Act even if the Exchange Act or the rules and regulations thereunder would permit such termination. The Company shall promptly disclose on Form 8-K the occurrence of any Material Adverse Effect or any event that could reasonably be expected to cause a Material Adverse Effect, assuming such disclosure is otherwise required by Form 8-K.

Section 3.9 Payment of Revenues .

The Company shall, not later than fourteen (14) days after the Closing, direct the operators party to the operating agreements for the Oil and Gas Properties to pay to an account with respect to which the Agent has a perfected security interest and control all amounts due to the Company or any Subsidiary under such operating agreements.

Section 3.10 Amendments .

The Company shall not, and shall not permit any of its Subsidiaries to, amend or waive any provision of its Certificate of Formation or Bylaws or other organizational documents in any way that would adversely affect exercise or other rights of the holder of the Notes.

Section 3.11 Distributions .

The Company agrees that it shall not, and shall not permit any Subsidiary to, declare or pay any cash dividends or make any distributions (by reduction of capital or otherwise) to any holder(s) of Common Stock or other equity security of the Company or any Subsidiary (or security convertible into or exercisable for Common Stock) or set aside or otherwise deposit or invest any sums for such purpose.

Section 3.12 Prohibition on Liens .

The Company shall not, and shall not permit its Subsidiaries to, enter into, create, incur, assume, suffer or permit to exist any lien, security interest, mortgage, pledge, charge, claim or other encumbrance of any kind (collectively, “ Liens ”) on or with respect to any of its assets, now owned or hereafter acquired or any interest therein or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect any financing statement or other similar notice of any Lien with respect to such assets, other than Permitted Encumbrances. “ Permitted Encumbrances ” means the individual and collective reference to the following: (a) Liens for taxes, assessments and other governmental charges or levies not yet due or Liens for taxes, assessments and other governmental charges or levies being contested in good faith and by appropriate proceedings for which adequate reserves (in the good faith judgment of the management of the Company) have been established in accordance with GAAP or IFRS, as applicable; (b) Liens imposed by law which were incurred in the ordinary course of the Company’s business, such as carriers’, warehousemen’s and mechanics’ Liens, statutory landlords’ Liens, and other similar Liens arising in the ordinary course of the Company’s business, and which (x) do not individually or in the aggregate materially detract from the value of such property or assets or materially impair the use thereof in the operation of the business of the Company and its consolidated Subsidiaries or (y) are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing for the foreseeable future the forfeiture or sale of the property or asset subject to such Lien; (c) the Liens set forth in Schedule 3.12 hereto in effect on the date hereof; and (d) the Liens of the Agent set forth in the Transactions Documents; provided that Liens described in the foregoing clauses (a) and (b) that are recorded in the real property records of the county in which the Oil and Gas Properties are located before the Closing Date shall not be Permitted Encumbrances to the extent such Liens arise by, from, through, under or as a result of any act by the Company, any Subsidiary or any Affiliate of the Company or any Subsidiary.

Section 3.13 Prohibition on Indebtedness .

The Company shall not, and shall not permit any Subsidiary to, enter into, create, incur, assume, suffer, become or be liable for in any manner with respect to, or permit to exist, any Indebtedness, or guarantee, assume, endorse or otherwise become responsible for (directly or indirectly), any Indebtedness, performance, obligations or dividends of any other Person, other than (i) Indebtedness existing on the date hereof and disclosed in Schedule 2.1(l) to this Agreement, and (ii) Indebtedness in favor of the Agent and the Investors.

Section 3.14 Compliance with Transaction Documents .

The Company shall, and shall cause its Subsidiaries to, comply with their respective obligations under the Notes and the other Transaction Documents.

Section 3.15 Transactions with Affiliates .

The Company shall not, and shall not permit its Subsidiaries to, directly or indirectly, (i) purchase, acquire or lease any property from, or sell, transfer or lease any property to any officer, director, agent, employee or any Affiliate of the Company or any Subsidiary, or (ii) make any payments of management, consulting or other fees for management or similar services, or of any Indebtedness owing to any officer, director, agent, employee, or other Affiliate of Company or any Subsidiary, including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director, agent or such employee or, to the knowledge of the Company, any entity in which any officer, director, agent or any such employee has a substantial interest or is an officer, director, trustee or partner, other than (i) for payment of reasonable salary for services actually rendered, as approved by the Board of Directors of the Company as fair and reasonable in all respects to the Company or the applicable Subsidiary and upon terms no less favorable to the Company or such Subsidiary that the Company or such Subsidiary would obtain in a comparable arm’s length transaction with an unaffiliated person, (ii) reimbursement for expenses incurred on behalf of the Company in the ordinary course of and pursuant to the reasonable requirements of the business or any Subsidiary, and (iii) the repayment of amounts due or owing by PEDCO to MIE Jurassic Energy Corporation (“ MIEJE ”) pursuant to that certain promissory note, dated November 1, 2012, as amended and restated to date, in accordance with its terms but only to the extent permitted by that certain Subordination and Intercreditor Agreement dated as of the date hereof among the PEDCO, MIEJE and the Agent, or the conversion of such promissory note into shares of common stock of the Company. “ Affiliate ” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. “ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. For the purposes of this definition, and without limiting the generality of the foregoing, any Person that owns directly or indirectly 10% or more of the equity interests having ordinary voting power for the election of the directors or other governing body of a Person (other than as a limited partner of such other Person) will be deemed to “control” such other Person. “ Controlling ” and “ Controlled ” have meanings correlative thereto.

Section 3.16 No Merger or Sale of Assets; No Formation of Subsidiaries .

The Company shall not, and shall not permit any Subsidiary to, directly or indirectly, (i) merge into or with or consolidate with any other Person (other than into the Company or a Subsidiary of the Company) or permit any other Person (other than the Company or a Subsidiary of the Company) to merge into or with or consolidate with it, provided that if any such consolidation or merger involves the Company, then the Company must be the survivor of such consolidation or merger; (ii) sell, issue, assign, lease, license, transfer, abandon, farm-out or otherwise dispose of any or all of its assets (other than inventory in the ordinary course of business), except as provided below; (iii) in any way or manner alter its organizational structure or effect a change of entity (except as expressly permitted in this Agreement); (iv) form or create any subsidiary or become a partner in any partnership or joint venture, or make any acquisition of any interest in any Person or acquire substantially all of the assets of any Person, unless (x) in the case of the formation or creation of any subsidiary or becoming a partner in any partnership or joint venture, (1) any such subsidiary, partnership or joint venture becomes a party to the Transaction Documents as guarantor and the assets of such subsidiary, partnership or joint venture are pledged to the Agent as Collateral, except, in the case of any partnership or joint venture, to the extent the related partnership agreement or similar organizational documents specifically prohibit such partnership or joint venture from becoming a party to the Transaction Documents and causing its assets to become Collateral, and (2) the equity interests issued by such subsidiary, partnership or joint venture and owned by the Company of such Subsidiary are pledged to the Agent as Collateral or (y) in the case of any acquisition of assets of any Person, such assets are pledged to the Agent as Collateral; (v) wind up, liquidate or, subject to the proviso in Section 3.18 below, dissolve or (vi) agree to do any of the foregoing.

Section 3.17 Payment of Taxes, Etc .

The Company shall, and shall cause each of its Subsidiaries to, promptly pay and discharge, or cause to be paid and discharged, when due and payable, all lawful taxes, assessments and governmental charges or levies imposed upon the income, profits, property or business of the Company and the Subsidiaries; provided , however , that any such tax, assessment, charge or levy need not be paid if the validity thereof shall currently be contested in good faith by appropriate proceedings and if the Company or such Subsidiaries shall have set aside on its books adequate reserves with respect thereto, and provided , further , that the Company and such Subsidiaries will pay all such taxes, assessments, charges or levies forthwith upon the commencement of proceedings to foreclose any lien which may have attached as security therefor.

Section 3.18 Corporate Existence .

The Company shall, and shall cause each of its Subsidiaries to, maintain in full force and effect its corporate existence, rights and franchises and all licenses and other rights to use property owned or possessed by it and reasonably deemed to be necessary to the conduct of its business; provided , however , that the Company may dissolve or cause one or more of its Subsidiaries to merge or consolidate with the Company or any of its other Subsidiaries, provided that if any such consolidation or merger involves the Company, then the Company must be the survivor of such consolidation or merger.

Section 3.19 Maintenance of Assets .

The Company shall, and shall cause its Subsidiaries to, keep its properties in good repair, working order and condition, reasonable wear and tear excepted, and from time to time make all necessary and proper repairs, renewals, replacements, additions and improvements thereto.

Section 3.20 No Investments .

The Company shall not, and shall not permit any Subsidiary to, make or suffer to exist any Investments or commitments therefor, other than xviii) Investments made in the ordinary course of business, xix) Investments existing on the Closing Date by the Company in the Subsidiaries, and xx) Investment made exclusively from the proceeds of an equity investment into the Company. “ Investment ” means, with respect to any Person, (i) all investments (by capital contribution or otherwise) in any other Person, (ii) any extension of credit, loan or advance, or (iii) any purchase or repurchase of stock or other ownership interest, Indebtedness or all or a substantial part of the assets or property of any Person, bonds, notes, debentures or other securities, or otherwise, and whether existing on the date of this Agreement or thereafter made, but such term shall not include (x) the cash surrender value of life insurance policies on the lives of officers or employees, (y) amounts due from customers for services or products delivered or sold in the ordinary course of business, (z) or payments required to be made pursuant to operating agreements with respect to Oil and Gas Properties to fund drilling and completion costs with respect to operated and non-operated wells, or lease extensions, option exercises or acquisitions pursuant to corresponding AFE’s received by the Company or any Subsidiary.

Section 3.21 Acquisition of Assets .

In the event the Company or any Subsidiary acquires any assets or other properties, without limiting or impairing the limitations set forth in Section 3.20 above, such assets or properties shall constitute a part of the Collateral (as defined in the Security Agreement) and the Company shall take all action necessary to perfect the Agent’s security interest in such assets or properties; provided that the Agent may waive or forego any Collateral requirement hereunder if the costs that would be incurred in fulfilling such requirement (including taking into account tax consequences and applicable law) are excessive in relation to the benefits afforded thereby, as determined by the Agent in its sole discretion.

Section 3.22 Inspection .

The Company, upon reasonable written notice (which in no event shall be less than 24 hours), shall permit the Agent and any Investor and their respective duly authorized representatives or agents to visit any of the Company’s properties and inspect any of its assets or books and records, to examine and make copies of its books and records and to discuss its affairs, finances, technology and accounts with, and to be advised as to the same by, its officers and employees at such reasonable times and intervals as the Agent or such Investor may designate.

Section 3.23 Material Contracts .

The Company shall, and shall cause each of its Subsidiaries to, comply with and perform all obligations required to be performed by them to date under any Material Agreement, other than those which, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect.

Section 3.24 Insurance .

The Company shall, and will cause each Subsidiary to:

(a) have (i) all insurance policies sufficient for the compliance by each of them with all material governmental requirements and all Material Agreements and (ii) insurance coverage in at least amounts and against such risk (including, without limitation, public liability) that are usually insured against by companies similarly situated and engaged in the same or a similar business for the assets and operations of the Company and the Subsidiaries. The Company shall deliver (or cause to be delivered) copies of all such policies to the Agent and the Investors with an endorsement naming the Agent as a lender loss payee (under a satisfactory lender loss payable endorsement) or additional insured, as appropriate. Each policy of insurance or endorsement shall contain a clause requiring the insurer to give not less than 30 days prior written notice to the Agent in the event of cancellation of the policy for any reason whatsoever; and

(b) give to the Agent and the Investors prompt notice of any loss of the Company or any Subsidiary exceeding $25,000 covered by such insurance. So long as no Event of Default (as defined in the Notes) has occurred and is continuing, the Company or such Subsidiary shall have the exclusive right to adjust any losses payable under any such insurance policies which are less than $25,000. Following the occurrence and during the continuation of an Event of Default, the Agent shall have the right to adjust any losses payable under any such insurance policies, without any liability to the Company and the Subsidiaries whatsoever in respect of such adjustments except for the liability of the Agent for its gross negligence or willful misconduct. Any monies received as payment for any loss under any insurance policy mentioned above (other than liability insurance policies) or as payment of any award or compensation for condemnation or taking by eminent domain, shall be paid over to the Agent, for the benefit of the Investors, to be applied at the option of the Investors either to the prepayment (or held as cash collateral for) of the amounts outstanding under the Notes or to be disbursed to Company or such Subsidiary under staged payment terms satisfactory to the Investors for application to the cost of repairs, replacements, or restorations; provided , however , that, with respect to any such monies in an aggregate amount during any 12 consecutive month period not in excess of $50,000, so long as (i) no Event of Default shall have occurred and be continuing, (ii) the Company or the Subsidiary shall have given the Agent and the Investors prior written notice of the Company’s or such Subsidiary’s intention to apply such monies to the costs of repairs, replacement, or restoration of the property which is the subject of the loss, destruction, or taking by condemnation, (iii) the monies are held in a cash collateral account in which the Agent has a perfected first-priority security interest, and (iv) the Company or the Subsidiaries complete such repairs, replacements, or restoration within 180 days after the initial receipt of such monies, the Company and the Subsidiaries shall have the option to apply such monies to the costs of repairs, replacement, or restoration of the property which is the subject of the loss, destruction, or taking by condemnation unless and to the extent that such applicable period shall have expired without such repairs, replacements, or restoration being made, in which case, any amounts remaining in the cash collateral account shall be paid to the Agent and applied (or held as collateral) as set forth above.

Section 3.25 Production Report and Lease Operating Statements .

Within 40 days after the end of each production month (unless for gas, then within 60 days after the end of each production month), (i) a report setting forth, for each calendar month during the then current fiscal year to date, the volume of production and sales attributable to production (and the prices at which such sales were made and the revenues derived from such sales) for each such calendar month from the Company’s and each Subsidiary’s Oil and Gas Properties, and setting forth the related ad valorem, severance and production taxes and lease operating expenses attributable thereto and incurred for each such calendar month, and internet access to the Company, real time reports of sales of production, if then available, and (ii) a statement from each operator setting forth the volumes of hydrocarbons sold, the price received and the Company’s or such Subsidiary’s share of the proceeds of such sale. For non-operated assets, production reports will be forwarded within two (2) Business Days of receipt from the operator.

Section 3.26 Operation and Maintenance of Properties .

The Company, at its own expense, shall, and shall cause each Subsidiary to:

(1) operate its Oil and Gas Properties and other material properties or, in the case of non-operated properties, use its best efforts to, cause such Oil and Gas Properties and other material properties to be operated in a careful and efficient manner, as would an ordinarily prudent operator under the same or similar circumstances, in accordance with the practices of the industry and in compliance with all applicable contracts and agreements and in compliance with all governmental requirements, including, without limitation, applicable pro ration requirements and Environmental Laws, and all applicable laws, rules and regulations of every other governmental authority from time to time constituted to regulate the development and operation of its Oil and Gas Properties and the production and sale of Hydrocarbons and other minerals therefrom and the plugging of wells and such other obligations as contemplated by any of the Transaction Documents, except, in each case, where the failure to comply could not reasonably be expected to have a Material Adverse Effect;

(2) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted preserve, maintain and keep in good repair, working order and efficiency (ordinary wear and tear excepted) all of its material Oil and Gas Properties and other material properties, including, without limitation, all equipment, machinery and facilities;

(3) promptly pay and discharge, or make reasonable and customary efforts to cause to be paid and discharged, all delay rentals, royalties, expenses and indebtedness accruing under the leases of whatever type or kind or other agreements affecting or pertaining to its Oil and Gas Properties and will take all other commercially reasonable actions necessary to keep unimpaired its and their rights with respect thereto and prevent any forfeiture thereof or default thereunder, including the expenditure of funds, unless: (i) the Company’s management has approved or ratifies such forfeiture or default; (ii) the actions required to be taken are out of the reasonable control of the Company (to include, without limitation, requiring a third party to file a Petition for Formal Probate of Will and Formal Appointment of Personal Representative); or (iii) the forfeiture thereof or default could not reasonably be expected to have a Material Adverse Effect;

(4) promptly perform or make reasonable and customary efforts to cause to be performed, in accordance with industry standards, the obligations required by each and all of the assignments, deeds, leases, sub-leases, contracts and agreements affecting its interests in its Oil and Gas Properties and other material properties; and

(5) to the extent none of the Company or the Subsidiaries is the operator of any property, the Company shall use reasonable efforts to require the operator to comply with this Section 3.26.

Section 3.27 Title Information .

Upon request of the Agent or any Investor (at its sole discretion), the Company will deliver or caused to be delivered title information in form and substance acceptable to the Agent or such Investor covering Oil and Gas Properties, now owned or hereafter acquired.

Section 3.28 Gas Imbalances, Take-or-Pay or Other Prepayments .

The Company shall not, and shall not permit any Subsidiary to, allow gas imbalances, take-or-pay or other prepayments with respect to the operated Oil and Gas Properties of the Company or any Subsidiary that would require the Company or such Subsidiary to deliver Hydrocarbons at some future time without then or thereafter receiving full payment therefor to exceed one half billion cubic feet of gas in the aggregate.

Section 3.29 Net Revenues .

(a) Notwithstanding anything contained herein or in the Notes to the contrary, no later than two (2) Business Days following the end of each calendar month, the Company shall cause all of its Net Revenue to be paid to Agent and applied as follows:

(i) First, to the outstanding principal balance of the Tranche A Notes (other than the Tranche A Note held by RJC), on a pro rata basis, until such outstanding principal balances have been paid in full;

(ii) Second, to the outstanding principal balance of the Tranche A Note held by RJC until such outstanding principal balance has been paid in full;

(iii) Third, to the outstanding principal balance of the Tranche B Notes (other than the Tranche B Note held by RJC), on a pro rata basis, until such outstanding principal balances have been paid in full; and

(iv) Fourth, to the outstanding principal balance of the Tranche B Note held by RJC until such outstanding principal balance has been paid in full.

(b) For purposes hereof, “ Net Revenue ” shall mean all oil and gas revenue received by the Company and its Subsidiaries less (i) lease operating expenses (which shall include, without limitation, all expenses chargeable to joint interest billing accounts under applicable joint operating agreements, transportation and processing charges, land owner royalties, ad valorem and severance taxes, and reasonable lease and well-related title, legal, accounting and other professional fees), (ii) subject to subsection (c) below, interest payments due to the Investors under the Notes, (iii) general and administrative expenses not to exceed $150,000 per month unless preapproved in writing by Agent, and (iv) extraordinary expenses that are preapproved in writing by Agent.

(c) Notwithstanding anything contained herein or in the Notes to the contrary, each of the undersigned hereby acknowledges and agrees that, except as provided in Section 3.30, no interest payments shall be made on the Tranche B Notes unless and until the outstanding principal balances of the Tranche A Notes have been paid in full.

Section 3.30 Intentionally Omitted.

ARTICLE IV

CONDITIONS

Section 4.1 Conditions Precedent to the Obligation of the Company to Close and to Sell the Notes at the Closing .

The obligation hereunder of the Company to close and issue and sell the Notes to the Investors at the Closing is subject to the satisfaction or waiver, at or before the Closing of the conditions set forth below. These conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion.

(a) No Injunction . No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated by this Agreement.

(b) Delivery of Initial Tranche A Funding . The Tranche A Investors shall have advanced the Initial Tranche A Funding as payment for the purchase price of the Tranche A Notes on the date of the Closing.

(c) Delivery of Transaction Documents . The Transaction Documents to which the Agent and each Investor is a party shall have been duly executed and delivered by the Agent and such Investor to the Company.

(d) Accuracy of Representations and Warranties . Each of the representations and warranties of each Investor in this Agreement and the other Transaction Documents shall be true and correct in all material respects as of the date of the Closing, except for representations and warranties that speak as of a particular date, which shall be true and correct in all material respects as of such date.

(e) No Proceedings or Litigation . No action, suit or proceeding before any arbitrator or any governmental authority shall have been commenced, and no investigation by any governmental authority shall have been threatened, against the Agent or any Investor seeking to restrain, prevent or change the transactions contemplated by this Agreement, or seeking damages in connection with such transactions.

Section 4.2 Conditions Precedent to the Obligation of the Investors to Close at the Closing .

The obligation hereunder of the Investors to consummate the transactions contemplated by this Agreement, including the obligation hereunder of the Investors to make the Initial Tranche A Funding, is subject to the satisfaction or waiver in the Investors’ sole discretion, on or before the Closing Date, of each of the conditions set forth below.

(a) Notes and Transaction Documents . The Company shall have delivered to each Investor a Note, and the Company and the Subsidiaries shall have duly executed and delivered the other Transaction Documents to the Agent and the Investors, and the Agent and the Investors shall have received such title information as the Agent or any Investor may require, satisfactory to the Agent and the Investors, setting forth the status of title to the Company’s interest in any Oil and Gas Properties owned by Company or any Subsidiary which is subject to the Liens existing or to exist under the terms of the Security Agreement or the Mortgages. For the purposes of this Agreement, “ Oil and Gas Properties ” means (a) all rights, titles, interests and estates now or hereafter acquired directly or indirectly through ownership in other entities or otherwise in and to oil and gas leases, oil, gas and mineral leases, or other liquid or gaseous hydrocarbon leases, mineral fee interests, overriding royalty and royalty interests, net profit interests and production payment interests, including any reserved or residual interests of whatever nature (the “ Hydrocarbon Interests ”); (b) any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible, including, without limitation, cash, securities, accounts and contract rights (the “ Properties ”) now or hereafter pooled or unitized with Hydrocarbon Interests; (c) all presently existing or future unitization, pooling agreements and declarations of pooled units and the units created thereby (including without limitation all units created under orders, regulations and rules of any governmental authority) which may affect all or any portion of the Hydrocarbon Interests; (d) all operating agreements, contracts and other agreements, including production sharing contracts and agreements, which relate to any of the Hydrocarbon Interests or the production, sale, purchase, exchange or processing of oil, gas, casing head gas, drip gasoline, natural gasoline, condensate, distillate, liquid hydrocarbons, gaseous hydrocarbons and all products refined or separated therefrom (“ Hydrocarbons ”) from or attributable to such Hydrocarbon Interests; (e) all Hydrocarbons in and under and which may be produced and saved or attributable to the Hydrocarbon Interests, including all oil in tanks, and all rents, issues, profits, proceeds, products, revenues and other incomes from or attributable to the Hydrocarbon Interests; (f) all tenements, hereditaments, appurtenances and Properties in any manner appertaining, belonging, affixed or incidental to the Hydrocarbon Interests and (g) all Properties, rights, titles, interests and estates described or referred to above, including any and all Property, real or personal, now owned or hereinafter acquired and situated upon, used, held for use or useful in connection with the operating, working or development of any of such Hydrocarbon Interests or Property and including any and all oil wells, gas wells, injection wells, disposal wells or other wells, buildings, structures, fuel separators, liquid extraction plants, plant compressors, pumps, pumping units, field gathering systems, tanks and tank batteries, fixtures, valves, fittings, machinery and parts, engines, boilers, meters, apparatus, equipment, appliances, tools, implements, cables, wires, towers, casing, tubing and rods, surface leases, rights-of-way, easements and servitudes together with all additions, substitutions, replacements, accessions and attachments to any and all of the foregoing.

(b) Deposit Account Control Agreement. The Agent shall have received Deposit Account Control Agreements for each deposit account of the Company and the Subsidiaries, including without limitation, the Operations Account, which shall be in form and substance satisfactory to the Agent in its sole discretion.

(c) Secretary’s Certificate . The Company, Red Hawk Petroleum LLC (“ Red Hawk ”), and PEDCO shall have delivered to the Agent and the Investors secretary’s certificates, dated as of the Closing, as to (i) the resolutions approving the transactions contemplated hereby and by the Transaction Documents, (ii) the respective organizational documents of the Company, Red Hawk, and PEDCO, each as in effect at the Closing, and (iii) the authority and incumbency of the officers of the Company, Red Hawk, and PEDCO executing the Transaction Documents and any other documents required to be executed or delivered in connection therewith.

(d) Good Standing Certificates, etc. The Agent and the Investors shall have received certificates of the appropriate governmental agencies with respect to the existence, qualification and good standing of the Company, Red Hawk, and PEDCO.

(e) Officer’s Certificate . The Company shall have delivered to the Agent and the Investors a certificate signed by an executive officer on behalf of the Company, dated as of the date of the Closing, confirming the accuracy of the Company’s representations and warranties as of such date and no Default or Event of Default has occurred or will occur on the Closing Date after giving effect to the transactions contemplated by the Transaction Documents.

(f) Due Diligence . The Company shall have permitted the Agent and each Investor to make such inspections as the Agent or such Investor deems reasonably appropriate and the Agent or such Investor, as applicable, is satisfied, in its reasonable discretion, with the results thereof. Such audits and inspections by the Agent or such Investor shall not affect any of the representations and warranties made by the Company in this Agreement and shall not, under any circumstances constitute a waiver of the Agent’s or such Investor’s indemnification rights under ARTICLE VI hereof, or otherwise relieve the Company of any liability thereunder.

(g) Searches . The Agent and the Investors shall have received UCC, tax, judgment and litigation searches against the Company and the Subsidiaries in those offices and jurisdictions as the Agent or any Investor shall reasonably request which shall show that no financing statement, liens, or assignments or other filings have been filed or remain in effect against the Company, the Subsidiaries or any Collateral except for Permitted Encumbrances and financing statements, assignments or other filings with respect to which the secured party or existing lender xxi) has delivered to the Agent termination statements or other documentation evidencing the termination of its Liens and security interests in the Collateral, or xxii) has agreed in writing to release or terminate its Lien and security interest in the Collateral upon receipt of proceeds of the Initial Tranche A Funding on the Closing Date.

(h) UCC Financing Statements; Mortgages . On or prior to the date of the Closing, the Company and the Subsidiaries shall have filed (or authorized the filing of) all UCC and similar financing statements and all Mortgages, each in form and substance satisfactory to the Agent and the Investors, at the appropriate offices to create a valid and perfected first priority security interest in the Collateral (as defined in the Security Agreement) and in the Oil and Gas Properties.

(i) Consents . Except as set forth on Schedule 2.1(b) hereto, the Company shall have obtained all consents, approvals, or waivers from all governmental authorities, third parties and Company security holders necessary (i) for the execution, delivery and performance of this Agreement and the Transaction Documents and the transactions contemplated hereby and thereby and (ii) to not trigger any preemptive rights, rights of first refusal, put or call rights or obligations, anti-dilution rights or similar rights that any holder of the Company’s securities may have with respect to the execution, delivery and performance of this Agreement and each of the Transaction Documents and all transactions contemplated hereby and thereby, all without material cost or other adverse consequences to the Company.

(j) Insurance . The Agent and the Investors shall have received a certificate of insurance coverage for Company and the Subsidiaries (or other evidence of insurance coverage acceptable to the Agent and the Investors) showing that Company and the Subsidiaries are carrying insurance in accordance with Section 3.23 hereof.

(k) Operating Agreements . The Agent and the Investors shall have received copies of the operating agreements for the Oil and Gas Properties which are part of the Collateral (as defined in the Security Agreement) and, with respect to each operating agreement, the operator party thereto shall agree to pay to an account with respect to which the Agent has a perfected security interest and control all amounts due to the Company or any Subsidiary under such operating agreement.

(l) Environmental Condition . The Agent and the Investors shall have received all reports and notices concerning the environmental condition of the Oil and Gas Properties available to Company and shall be satisfied with the environmental condition thereof.

(m) Opinion of Counsel . The Agent and the Investors shall have received an opinion of counsel to the Company, dated the date of the Closing, reasonably acceptable to counsel to the Agent and the Investors.

(n) Warrant . The Investors shall have received from the Company the original Warrant, in the form attached hereto as Exhibit 4.2(o) . The Company, the Agent and the Investors each agree and acknowledge that the issuance of the Warrant shall be in full satisfaction of the Company’s obligation to issue additional warrants exercisable for Common Stock of the Company to certain of the Investors pursuant to that certain Consent and Agreement, dated August 28, 2015, as amended through the Closing Date, entered into by and among the Company, the Agent and the Investors (the “ Consent and Agreement ”), and that upon the issuance of the Warrant to the Agent and the Investors as provided hereunder, the Company shall have no further obligation to issue warrants to the Agent or the Investors pursuant to the Consent and Agreement or otherwise.

(o) Pronghorn Wells . The Agent and the Investors shall have received written documentation, satisfactory to the Agent in its sole discretion, that all rights, title and interest in and to the Pronghorn Wells have been assigned to the Company.

Section 4.3 Conditions Precedent to the Obligation of the Investors to Make Each Funding.

The obligation hereunder of the Investors to make each Funding contemplated by this Agreement is subject to the satisfaction or waiver in the Investors’ sole discretion, at or before such Funding, of each of the conditions set forth below.

(a) Accuracy of Representations and Warranties . Each of the representations and warranties of the Company and the Subsidiaries in this Agreement and the other Transaction Documents shall be true and correct in all material respects as of the date of the Closing, except for representations and warranties that speak as of a particular date, which shall be true and correct in all material respects as of such date.

(b) Event of Default . No Default or Event of Default shall have occurred and be continuing.

(c) Performance . The Company and each Subsidiary shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement and the other Transaction Documents to be performed, satisfied or complied with by the Company and each Subsidiary at or prior to the date of the Closing.

(d) No Suspension, Etc. At any time prior to any Funding, a banking moratorium shall have not been declared either by the United States or New York State authorities, nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity or crisis of such magnitude in its effect on, or any material adverse change in any financial market which, in each case, in the judgment of the Investors, makes it impracticable or inadvisable to make such Funding.

(e) No Injunction . No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated by this Agreement.

(f) No Proceedings or Litigation . No action, suit or proceeding before any arbitrator or any governmental authority shall have been commenced, and no investigation by any governmental authority shall have been threatened, against the Company or any Subsidiary, or any of the officers, directors or affiliates of the Company or any Subsidiary seeking to restrain, prevent or change the transactions contemplated by this Agreement, or seeking damages in connection with such transactions.

(g) Material Adverse Effect . No Material Adverse Effect shall have occurred since December 31, 2015.

(h) Payment of the Investors’ Expenses . The Company shall have paid the fees and expenses described in Section 8.1 of this Agreement.

ARTICLE V

CERTIFICATE LEGEND

Section 5.1 Legend .

Each certificate representing a Note, Warrant or Warrant Shares shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or “blue sky” laws):

THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “ SECURITIES ”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ SECURITIES ACT ”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR UNLESS PEDEVCO CORP. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

ARTICLE VI

INDEMNIFICATION

Section 6.1 General Indemnity .

The Company agrees to indemnify and hold harmless the Agent and each Investor (and their respective directors, officers, members, partners, affiliates, agents, successors and assigns) from and against any and all losses, liabilities, deficiencies, costs, damages and expenses (including, without limitation, reasonable attorneys’ fees, charges and disbursements) incurred by the Agent or an Investors as a result of any inaccuracy in or breach of the representations, warranties or covenants made by the Company herein.

Section 6.2 Indemnification Procedure .

Any party entitled to indemnification under this ARTICLE VI (an “ indemnified party ”) will give written notice to the indemnifying party of any matter giving rise to a claim for indemnification; provided that the failure of any party entitled to indemnification hereunder to give notice as provided herein shall not relieve the indemnifying party of its obligations under this ARTICLE VI except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action, proceeding or claim is brought against an indemnified party in respect of which indemnification is sought hereunder, the indemnifying party shall be entitled to participate in and, unless in the reasonable judgment of the indemnifying party a conflict of interest between it and the indemnified party exists with respect to such action, proceeding or claim, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party. In the event that the indemnifying party advises an indemnified party that it will contest such a claim for indemnification hereunder, or fails, within thirty (30) days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the indemnified party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the indemnified party’s costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be losses subject to indemnification hereunder. The indemnified party shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the indemnified party which relates to such action or claim. The indemnifying party shall keep the indemnified party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the indemnified party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. The indemnifying party shall not be liable for any settlement of any action, claim or proceeding effected without its prior written consent. Notwithstanding anything in this ARTICLE VI to the contrary, the indemnifying party shall not, without the indemnified party’s prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof which imposes any future obligation on the indemnified party or which does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff to the indemnified party of a release from all liability in respect of such claim. The indemnification obligations to defend the indemnified party required by this ARTICLE VI shall be made by periodic payments of the amount thereof during the course of investigation or defense, as and when bills are received or expense, loss, damage or liability is incurred, so long as the indemnified party shall refund such moneys if it is ultimately determined by a court of competent jurisdiction that such party was not entitled to indemnification. The indemnity agreements contained herein shall be in addition to (a) any cause of action or similar rights of the indemnified party against the indemnifying party or others, and (b) any liabilities the indemnifying party may be subject to pursuant to the law.

ARTICLE VII

REGARDING AGENT

Section 7.1 Appointment .

Each Investor hereby designates BAM Administrative Services LLC to act as the Agent for such Investor under this Agreement and the Transaction Documents. Each Investor hereby irrevocably authorizes the Agent to, and the Agent (and not any of the Investors) shall have the sole authority to, take such action on its behalf under the provisions of this Agreement and the Transaction Documents and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof and such other powers as are reasonably incidental thereto and the Agent shall hold all Collateral, payments of principal and interest, fees, charges and collections received pursuant to this Agreement, for the ratable benefit of Investors. The Agent may perform any of its duties hereunder by or through its agents or employees. As to any matters not expressly provided for by this Agreement the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Investors, and such instructions shall be binding; provided , however , that the Agent shall not be required to take any action which exposes the Agent to liability or which is contrary to this Agreement or the Transaction Documents or Applicable Law unless the Agent is furnished with an indemnification reasonably satisfactory to the Agent with respect thereto.

Section 7.2 Nature of Duties .

The Agent shall have no duties or responsibilities except those expressly set forth in this Agreement and the Transaction Documents. Neither the Agent nor any of its officers, directors, employees or agents shall be xxiii) liable for any action taken or omitted by them as such hereunder or in connection herewith, unless caused by their gross (not mere) negligence or willful misconduct, or xxiv) responsible in any manner for any recitals, statements, representations or warranties made by the Company or any Subsidiary (collectively, the “ Loan Parties ” and each, individually, a “ Loan Party ”) or any officer thereof contained in this Agreement, or in any of the Transaction Documents or in any certificate, report, statement or other document referred to or provided for in, or received by the Agent under or in connection with, this Agreement or any of the Transaction Documents or for the value, validity, effectiveness, genuineness, due execution, enforceability or sufficiency of this Agreement, or any of the Transaction Documents or for any failure of a Loan Party to perform its obligations hereunder. The Agent shall not be under any obligation to any Investor to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any of the Transaction Documents, or to inspect the properties, books or records of a Loan Party. The duties of the Agent with respect to the term loans to Company shall be mechanical and administrative in nature; the Agent shall not have by reason of this Agreement a fiduciary relationship in respect of any Investor; and nothing in this Agreement, expressed or implied, is intended to or shall be so construed as to impose upon the Agent any obligations in respect of this Agreement except as expressly set forth herein.

Section 7.3 Lack of Reliance on Agent: Resignation .

(a) Independently and without reliance upon the Agent or any other Investor, each Investor has made and shall continue to make (1) its own independent investigation of the financial condition and affairs of the Loan Parties in connection with the making and the continuance of the term loans hereunder and the taking or not taking of any action in connection herewith, and (2) its own appraisal of the creditworthiness of the Loan Parties. The Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Investor with any credit or other information with respect thereto, whether coming into its possession before making of any Funding or at any time or times thereafter except as shall be provided by the Loan Parties pursuant to the terms hereof. The Agent shall not be responsible to any Investor for any recitals, statements, information, representations or warranties herein or in any agreement, document, certificate or a statement delivered in connection with or for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency of this Agreement or any Transaction Document, or of the financial condition of the Loan Parties, or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement, the Transaction Documents or the financial condition of the Loan Parties, or the existence of any Event of Default or any Default.

(b) The Agent may resign on sixty (60) days’ written notice to each of Investors and Company and upon such resignation, the Investors will promptly designate a successor Agent reasonably satisfactory to Company (provided that no such approval by Company shall be required xxv) in any case where the successor Agent is one of Investors or xxvi) after the occurrence and during the continuance of any Event of Default). Any such successor Agent shall succeed to the rights, powers and duties of the Agent, and shall in particular succeed to all of the Agent’s right, title and interest in and to all of the Liens in the Collateral securing the obligations created hereunder or any Transaction Document, and the term “the Agent” shall mean such successor agent effective upon its appointment, and the former Agent’s rights, powers and duties as the Agent shall be terminated, without any other or further act or deed on the part of such former Agent. However, notwithstanding the foregoing, if at the time of the effectiveness of the new Agent’s appointment, any further actions need to be taken in order to provide for the legally binding and valid transfer of any Liens in the Collateral from former Agent to new Agent and/or for the perfection of any Liens in the Collateral as held by new Agent or it is otherwise not then possible for new Agent to become the holder of a fully valid, enforceable and perfected Lien as to any of the Collateral, former Agent shall continue to hold such Liens solely as agent for perfection of such Liens on behalf of new Agent until such time as new Agent can obtain a fully valid, enforceable and perfected Lien on all Collateral, provided that the Agent shall not be required to or have any liability or responsibility to take any further actions after such date as such agent for perfection to continue the perfection of any such Liens (other than to forego from taking any affirmative action to release any such Liens). After any the Agent’s resignation as the Agent, the provisions of this ARTICLE VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Agent under this Agreement (and in the event resigning Agent continues to hold any Liens pursuant to the provisions of the immediately preceding sentence, the provisions of this ARTICLE VII shall inure to its benefit a to any actions taken or omitted to be taken by it in connection with such Liens).

Section 7.4 Certain Rights of the Agent .

If the Agent shall request instructions from the Investors with respect to any act or action (including failure to act) in connection with this Agreement or any Transaction Document, the Agent shall be entitled to refrain from such act or taking such action unless and until the Agent shall have received instructions from the Investors; and the Agent shall not incur liability to any Person by reason of so refraining. Without limiting the foregoing, the Investors shall not have any right of action whatsoever against the Agent as a result of its acting or refraining from acting hereunder in accordance with the instructions of the Investors.

Section 7.5 Reliance .

The Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, cablegram, order or other document or telephone message reasonably believed by it to be genuine and correct and to have been signed, sent or made by the proper person or entity, and, with respect to all legal matters pertaining to this Agreement and the Transaction Documents and its duties hereunder, upon advice of counsel selected by it. The Agent may employ agents and attorneys-in-fact and shall not be liable for the default or misconduct of any such agents or attorneys-in-fact selected by the Agent with reasonable care.

Section 7.6 Notice of Default .

The Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder or under the Transaction Documents, unless the Agent has received notice from an Investor or the Company referring to this Agreement or the Transaction Documents, describing such Default or Event of Default and stating that such notice is a “notice of default”. In the event that the Agent receives such a notice, the Agent shall give notice thereof to the Investors. The Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Investors; provided that, unless and until the Agent shall have received such directions, the Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of Investors.

Section 7.7 Indemnification .

To the extent the Agent is not reimbursed and indemnified by a Loan Party, each Investor will reimburse and indemnify the Agent (based on the outstanding principal amount of the Fundings due to such Investor and the aggregate outstanding principal amount of the Fundings due to all the Investors), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Agent in performing its duties hereunder, or in any way relating to or arising out of this Agreement or any Transaction Document; provided that, Investors shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Agent’s gross (not mere) negligence or willful misconduct (as determined by a court of competent jurisdiction in a final non-appealable judgment).

Section 7.8 The Company’s Undertaking to Agent .

Without prejudice to their respective obligations to Investors under the other provisions of this Agreement, the Company hereby undertakes with the Agent to pay to the Agent from time to time on demand all amounts from time to time due and payable by it for the account of the Agent or the Investors or any of them pursuant to this Agreement to the extent not already paid. Any payment made pursuant to any such demand shall pro tanto satisfy the Company’s obligations to make payments for the account of the Investors or the relevant one or more of them pursuant to this Agreement.

Section 7.9 No Reliance on the Agent’s Obligor Identification Program .

Each Investor acknowledges and agrees that neither such Investor, nor any of its Affiliates, participants or assignees, may rely on the Agent to carry out such Investor’s, Affiliate’s, participant’s or assignee’s customer identification program, or other obligations required or imposed under or pursuant to the USA PATRIOT Act or the regulations thereunder, including the regulations contained in 31 CFR 103.121 (as hereafter amended or replaced, the “ CIP Regulations ”), or any other Anti-Terrorism Law, including any programs involving any of the following items relating to or in connection with the Loan Parties, their Affiliates or their agents, this Agreement, the Transaction Documents or the transactions hereunder or contemplated hereby: xxvii) any identity verification procedures, xxviii) any record-keeping, xxix) comparisons with government lists, xxx) customer notices or xxxi) other procedures required under the CIP Regulations or such other laws.

Section 7.10 Other Agreements .

Each of Investors agrees that it shall not, without the express consent of the Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the request of the Agent, set off against the amount outstanding under this Agreement and the Transaction Documents, any amounts owing by such Investor to a Loan Party or any deposit accounts of a Loan Party now or hereafter maintained with such Investor. Anything in this Agreement to the contrary notwithstanding, each of Investors further agrees that it shall not, unless specifically requested to do so by the Agent, take any action to protect or enforce its rights arising out of this Agreement or the Transaction Documents, it being the intent of Investors that any such action to protect or enforce rights under this Agreement and the Transaction Documents shall be taken in concert and at the direction or with the consent of the Agent or Investors.

ARTICLE VIII

MISCELLANEOUS

Section 8.1 Fees and Expenses .

The Company shall pay the costs, fees and expenses of the Agent and the Investors incurred in connection with the transactions contemplated by the Transaction Documents, including reasonable diligence and legal fees and expenses and the costs, fees and expenses associated with title information, recordation or perfection of the Collateral (as defined in the Security Agreement). In addition, the Company shall pay all reasonable fees and expenses incurred by the Agent and the Investors in connection with the administration and enforcement of this Agreement or any of the other Transaction Documents, including, without limitation, all reasonable attorneys’ fees and expenses.

Section 8.2 Specific Performance; Consent to Jurisdiction; Venue .

(a) The Company, the Agent and the Investors acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement or the other Transaction Documents were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement or the other Transaction Documents and to enforce specifically the terms and provisions hereof or thereof, this being in addition to any other remedy to which any of them may be entitled by law or equity.

(b) The parties agree that venue for any dispute arising under this Agreement will lie exclusively in the state or federal courts located in New York County, New York, and the parties irrevocably waive any right to raise forum non conveniens or any other argument that New York is not the proper venue. The parties irrevocably consent to personal jurisdiction in the state and federal courts of the state of New York. The Company, the Agent and the Investors consent to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 8.2 shall affect or limit any right to serve process in any other manner permitted by law. The parties hereby waive all rights to a trial by jury.

Section 8.3 Entire Agreement; Amendment .

This Agreement and the Transaction Documents contain the entire understanding and agreement of the parties with respect to the matters covered hereby and, except as specifically set forth herein or in the other Transaction Documents, neither the Company nor the Agent or the Investors make any representation, warranty, covenant or undertaking with respect to such matters, and they supersede all prior understandings and agreements with respect to said subject matter, all of which are merged herein. No provision of this Agreement may be waived or amended other than by a written instrument signed by the Company, the Agent and the Investors. Any amendment or waiver effected in accordance with this Section 8.3 shall be binding upon the Investors (and their respective successors and assigns) and the Company.

Section 8.4 Notices .

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

If to the Company:	PEDEVCO CORP. 4125 Blackhawk Plaza Circle, Suite 201 Danville, California 94506 Tel: (855) 733-3826 Fax: (925) 403-0703 Attention: General Counsel and Chief Financial Officer

with copies to:	The Loev Law Firm, PC 6300 West Loop South, Suite 280 Bellaire, Texas 77401 Tel: (713) 524-4110 Fax: (713) 524-4122 Attention: David M. Loev, Esq.

If to the Agent:	BAM Administrative Services LLC 1370 Avenue of the Americas, 32nd Floor New York, New York 10019 Tel: (212) 260-5050 Fax: (212) 260-5051 Attention: Christian R. Thomas, Esq.

with copies to:	RJ Credit LLC 152 West 57 th Street, 4 th Floor New York, NY 10019 Tel: (212) 582-2222 Fax: (212) 582-2424 Attention: David Steinberg

and:	Cole Schotz PC 25 Main Street Court Plaza North Hackensack, New Jersey 07601 Tel: (201) 525-6331 Fax: (206) 678-6331 Attention: Stuart Komrower, Esq.

If to an Investor:	To the address set forth on the signatures page to this Agreement

Any party hereto may from time to time change its address for notices by giving written notice of such changed address to the other party hereto.

Section 8.5 Waivers .

No waiver by either party of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right accruing to it thereafter.

Section 8.6 Headings .

The article, section and subsection headings in this Agreement are for convenience only and shall not constitute a part of this Agreement for any other purpose and shall not be deemed to limit or affect any of the provisions hereof.

Section 8.7 Successors and Assigns .

This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. After the Closing, the assignment by a party to this Agreement of any rights hereunder shall not affect the obligations of such party under this Agreement. Any Investor may assign the Note issued to such Investor and its rights under this Agreement and the other Transaction Documents and any other rights hereto and thereto without the consent of the Company, provided such assignment is not required to be registered under the Securities Act or under applicable state securities laws and such Investor provides the Company prompt written notice of such assignment, provided that the failure to provide such notice shall not affect such assignment. Neither the Company nor any Subsidiary may assign its rights and obligations under any Transaction Document without the prior written consent of the Agent and the Investors, which consent may be withheld by the Agent and the Investors in their sole discretion.

Section 8.8 No Third Party Beneficiaries .

This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

Section 8.9 Governing Law .

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

Section 8.10 Survival .

The representations, and warranties of the Company, the Agent and the Investors shall survive the execution and delivery hereof and the Closing; the agreements and covenants set forth in ARTICLE I, ARTICLE III, ARTICLE V, ARTICLE VI and ARTICLE VII of this Agreement shall survive the execution and delivery hereof and Closing hereunder.

Section 8.11 Publicity .

The Company agrees that it will not disclose, and will not include in any public announcement, the names of the Agent or any Investor without the consent of the Agent or such Investor, which consent shall not be unreasonably withheld or delayed, or unless and until such disclosure is required by law, rule or applicable regulation and then only to the extent of such requirement, provided that the Agent and the Investors acknowledge that the Company is required to file a Form 8-K following the Closing and that the Form 8-K rules require the disclosure of the names of the Agent and the Investors in such Form 8-K.

Section 8.12 Counterparts .

This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and shall become effective when counterparts have been signed by each party and delivered to the other parties hereto, it being understood that all parties need not sign the same counterpart.

Section 8.13 Severability .

The provisions of this Agreement are severable and, in the event that any court of competent jurisdiction shall determine that any one or more of the provisions or part of the provisions contained in this Agreement 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 or part of a provision of this Agreement and this Agreement shall be reformed and construed as if such invalid or illegal or unenforceable provision, or part of such provision, had never been contained herein, so that such provisions would be valid, legal and enforceable to the maximum extent possible.

Section 8.14 Further Assurances .

From and after the date of this Agreement, upon the request of the Agent or any Investor, the Company shall execute and deliver such instruments, documents and other writings as may be reasonably necessary or desirable to confirm and carry out and to effectuate fully the intent and purposes of this Agreement and the other Transaction Documents.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF , the parties hereto have caused this Amended and Restated Note Purchase Agreement to be duly executed by their respective authorized officers as of the date first above written.

	PEDEVCO CORP.

	By:	/s/ Michael L. Peterson
		Name: Michael L. Peterson
		Title: President

S-1

	BAM ADMINISTRATIVE SERVICES LLC

	By:	/s/ Dhruv Narain
		Name: Dhruv Narain
		Title: Authorized Signatory

S-2

	BBLN-PEDCO CORP.

	By:	/s/ Dhruv Narain
		Name: Dhruv Narain
		Title: Authorized Signatory

	Tranche A Term Commitment: $12,500,000

	Address for Notices:

	BBLN-Pedco Corp. 1370 Avenue of the Americas, 32nd Floor New York, New York 10019 Tel: (212) 260-5050 Fax: (212) 260-5051 Attention: Dhruv Narain

	With copies to:

	Cole Schotz PC 25 Main Street Court Plaza North Hackensack, New Jersey 07601 Tel: (201) 525-6331 Fax: (206) 678-6331 Attention: Stuart Komrower, Esq.

S-3

	BHLN-PEDCO CORP.

	By:	/s/ Dhruv Narain
		Name: Dhruv Narain
		Title: Authorized Signatory

	Tranche A Term Commitment: $12,500,000

	Address for Notices:

	BHLN-Pedco Corp. 1370 Avenue of the Americas, 32nd Floor New York, New York 10019 Tel: (212) 260-5050 Fax: (212) 260-5051 Attention: Dhruv Narain

	With copies to:

	Cole Schotz PC 25 Main Street Court Plaza North Hackensack, New Jersey 07601 Tel: (201) 525-6331 Fax: (206) 678-6331 Attention: Stuart Komrower, Esq.

S-4

	RJ CREDIT LLC

	By:	/s/ David Steinberg
		David Steinberg
		Authorized Signatory

	Tranche A Term Commitment: $960,000
	Tranche A Term Commitment: $960,000

	Address for Notices:

	RJ Credit LLC 152 West 57 th Street, 4 th Floor New York, NY 10019 Tel: (212) 582-2222 Fax: (212) 582-2424 Attention: David Steinberg

S-5

	SENIOR HEALTH INSURANCE COMPANY OF PENNSYLVANIA

	By:	/s/ Dhruv Narain
		Name: Dhruv Narain
		Title: Authorized Signatory

	Tranche B Term Commitment: $12,585,118.75

	Address for Notices:

	Senior Health Insurance Company of Pennsylvania 1370 Avenue of the Americas, 32nd Floor New York, New York 10019 Tel: (212) 260-5050 Fax: (212) 260-5051 Attention: Dhruv Narain

	With copies to:

	Cole Schotz PC 25 Main Street Court Plaza North Hackensack, New Jersey 07601 Tel: (201) 525-6331 Fax: (206) 678-6331 Attention: Stuart Komrower, Esq.

S-6

	BRE WNIC 2013 LTC PRIMARY

	By:	/s/ David B. Young
		Name: David B. Young
		Title: Vice President

	Tranche B Term Commitment: $13,065,703.98

	Address for Notices:

	BRe WNIC 2013 LTC Primary 1370 Avenue of the Americas, 32nd Floor New York, New York 10019 Tel: (212) 260-5050 Fax: (212) 260-5051 Attention: Dhruv Narain

	With copies to:

	Cole Schotz PC 25 Main Street Court Plaza North Hackensack, New Jersey 07601 Tel: (201) 525-6331 Fax: (206) 678-6331 Attention: Stuart Komrower, Esq.

S-7

	BRE WNIC 2013 LTC SUB

	By:	/s/ David B. Young
		Name: David B. Young
		Title: Vice President

	Tranche B Term Commitment: $856,992.17

	Address for Notices:

	BRe WNIC 2013 LTC Sub 1370 Avenue of the Americas, 32nd Floor New York, New York 10019 Tel: (212) 260-5050 Fax: (212) 260-5051 Attention: Dhruv Narain

	With copies to:

	Cole Schotz PC 25 Main Street Court Plaza North Hackensack, New Jersey 07601 Tel: (201) 525-6331 Fax: (206) 678-6331 Attention: Stuart Komrower, Esq.

S-8

	BRE BCLIC SUB

	By:	/s/ David B. Young
		Name: David B. Young
		Title: Vice President

	Tranche B Term Commitment: $451,709.79

	Address for Notices:

	BRe BCLIC Sub 1370 Avenue of the Americas, 32nd Floor New York, New York 10019 Tel: (212) 260-5050 Fax: (212) 260-5051 Attention: Dhruv Narain

	With copies to:

	Cole Schotz PC 25 Main Street Court Plaza North Hackensack, New Jersey 07601 Tel: (201) 525-6331 Fax: (206) 678-6331 Attention: Stuart Komrower, Esq.

S-9

	HEARTLAND BANK

	By:	/s/ Judy R. Lawton


	Tranche B Term Commitment: $5,160,805.39

	Address for Notices:

	Heartland Bank One Information Way, Suite 300 Little Rock, Arkansas 72202 Attention: Phil Thomas Telephone: 501-663-3845

Schedule 2.1(b)

Required Consents

Consent to the transactions contemplated under the Agreement is required from the Agent and the Investors pursuant to the Original Agreement.

Schedule 2.1(c)(i)

Authorized Capital Stock

Authorized capital stock : (i) 200,000,000 shares of Common Stock; and (ii) 100,000,000 shares of Preferred Stock.

Issued and outstanding capital stock : 47,641,497 shares of Common Stock and 66,625 shares of Series A Convertible Preferred Stock.

Schedule 2.1(c)(ii)

Preemptive or Other Rights

Options to purchase 4,718,896 shares of Common Stock are issued and outstanding.

Warrants to purchase 7,803,282 shares of Common Stock are issued and outstanding.

Upon the Closing, the Company shall issue the Warrant to the Agents and the Investors; provided, however, in the event the number of shares of common stock and/or warrants issuable pursuant to the Warrant would require the Company to obtain shareholder approval under NYSE MKT rules and regulations (the “Approval Requirement”), then the Warrant shall be structured to the extent possible to enable their issuance without the Approval Requirement.

The Company has issued and outstanding seven (7) Secured Promissory Notes, dated March 22, 2013, as amended December 16, 2013 and March 7, 2014 (the “Bridge Notes”), with a current aggregate principal amount $475,000, and which have a conversion feature whereby, at the election of the holder thereof, up to all principal, accrued interest, and payment-in-kind due and outstanding may be converted into Common Stock of the Company, at an 80% discount to the average of the prior five trading day closing prices per share, subject to a floor of $0.50 per share (the “Conversion Feature”).

The Company’s Amended and Restated Certificate of Designations of PEDEVCO Corp. Establishing the Designations, Preferences, Limitations and Relative Rights of its Series A Convertible Preferred Stock imposes certain conversion and transfer restrictions on the holders of the Company’s Series A Convertible Preferred Stock.

The Company has issued restricted stock pursuant to equity incentive plans which restrict the transfer of shares of its common stock under certain situations, including prior to the full vesting thereof.

The Company has issued an Amended and Restated Secured Subordinated Promissory Note, effective date January 1, 2015, in the principal amount of $4.925 million, to MIE Jurassic Energy Corporation (“MIEJ”), as previously approved by the Investors on February 18, 2015, which is convertible into shares of common stock of the Company, subject to a conversion “Floor Price” of $0.30 per share and a 19.9% beneficial ownership blocking provision, as more fully described in the Company’s Current Report on Form 8-K filed with the SEC and available here:

https://www.sec.gov/Archives/edgar/data/1141197/000158069515000065/pedevco8k021915.htm

Pursuant to a settlement agreement to be entered into by and between the Company and an oilfield services vendor on or about the Closing Date, on or about the Closing Date the Company will be obligated to issue 2,450,000 shares of Common Stock to the vendor in partial satisfaction of all amounts owed by the Company to the vendor.

Schedule 2.1(c)(iii)

Contracts for Additional Shares

Upon the Closing, the Company shall the Warrant to the Agents and the Investors; provided, however, in the event the number of shares of common stock and/or warrants issuable pursuant to the Warrant would require the Company to obtain shareholder approval under NYSE MKT rules and regulations (the “Approval Requirement”), then the Warrant shall be structured to the extent possible to enable their issuance without the Approval Requirement.

https://www.sec.gov/Archives/edgar/data/1141197/000158069515000065/pedevco8k021915.htm

Schedule 2.1(c)(iv)

Registration and Anti-Dilution Rights

Options and warrants exercisable for Common Stock of the Company, and the Company’s Series A Convertible Preferred Stock, are subject to standard adjustments to reflect stock splits, stock dividends, recapitalizations and the like.

Schedule 2.1(g)

Subsidiaries

Subsidiary	Jurisdiction of Organization	Ownership
PEDEVCO Corp.	Texas	Publicly-traded
Blast AFJ, Inc.*	Delaware	100% owned by PEDEVCO Corp.
Pacific Energy Development Corp. (“PEDCO”)	Nevada	100% owned by PEDEVCO Corp.
Red Hawk Petroleum, LLC	Nevada	100% owned by PEDEVCO Corp.
White Hawk Energy, LLC	Delaware	100% owned by PEDEVCO Corp.
White Hawk Petroleum, LLC	Nevada	100% owned by PEDCO
Pacific Energy & Rare Earth Limited	Hong Kong	100% owned by PEDCO
Blackhawk Energy Limited	British Virgin Islands	100% owned by PEDCO
Pacific Energy Development MSL, LLC (“PED MSL”)*	Nevada	50% owned by PEDCO

* The Company plans to dissolve this dormant, non-operating subsidiary in 2016.

Securities Owned

23,182,880 common shares of Caspian Energy Inc., a British Columbia corporation, evidenced by stock certificate number GS.29 issued in the name of Pacific Energy Development Corp. These shares shall be subject to a Call Option Agreement to be entered into by and between the Company and Golden Globe Energy (US), LLC on or about the Closing Date.

Schedule 2.1(h)

Bank Accounts

Previously provided to the Agent and the Investors under separate cover.

Schedule 2.1(i)

Material Adverse Effect

No exceptions

Schedule 2.1(j)

Undisclosed Liabilities

In connection with the April 30, 2016 termination of employment of Mr. Frank C. Ingriselli, the Company’s Executive Chairman and Chief Executive Officer, Mr. Ingriselli agreed to (i) resign as an employee and Chief Executive Officer, and Executive Chairman of the Company, and from all offices and positions with all of the Company’s subsidiaries and joint ventures, including from all Boards of Directors and Boards of Managers thereof, while continuing as the Non-Executive Chairman of the Company’s Board of Directors, and (ii) provide the Company with a full release of claims, waive any and all severance benefits to which he may be entitled, and forfeit all accrued and unused paid time off in the amount of approximately $57,631, pursuant to an Employee Separation and Release Agreement, dated April 25, 2016, entered into by and between the Company and Mr. Ingriselli. In addition, on April 25, 2016 the Company entered into a Consulting Agreement with Global Venture Investments Inc., an entity wholly-owned and controlled by Mr. Ingriselli, pursuant to which the Company paid to GVI $150,000 for oil and gas business development and strategic consulting services to be provided by GVI thereunder.

On April 4, 2016 the Company entered into a letter agreement with the landlord of the Company’s Houston office which terminated the Houston office lease effective April 1, 2016, with no further amounts due or owing by the Company, in exchange for the (i) landlord retaining the Company’s damage deposit of $5,100 and all Company personal property left on the premises, and (ii) the Company issuing to the landlord 700,000 shares of restricted Company common stock, which shares were issued effective April 5, 2016.

Pursuant to a settlement agreement to be entered into by and between the Company and an oilfield services vendor on or about the Closing Date, on or about the Closing Date the Company will be obligated to issue 2,450,000 shares of Common Stock and pay a cash amount as approved by the Investors to the vendor in full satisfaction of all amounts owed by the Company to the vendor.

Schedule 2.1(k)

Undisclosed Events or Circumstances

Upon the termination of employment of Mr. Ingriselli, effective May 1, 2016, Mr. Michael Peterson, the Company’s President and Chief Financial Officer, assumed the executive officer positions of Chief Executive Officer and President, and Mr. Gregory Overholtzer, the Company’s VP, Finance and Controller, assumed the executive officer position of Chief Financial Officer, each pursuant to amendments to their current employment agreements entered into on April 25, 2016.

On April 25, 2016, the Company amended the Agreement and Plan of Merger and Reorganization with White Hawk Energy, LLC and GOM Holdings, LLC to remove the closing deadline.

Pursuant to a settlement agreement to be entered into by and between the Company and an oilfield services vendor on or about the Closing Date, on or about the Closing Date the Company will be obligated to issue 2,450,000 shares of Common Stock and pay a cash amount as approved by the Investors to the vendor in full satisfaction of all amounts owed by the Company to the vendor.

Schedule 2.1(l)

Indebtedness

The Company currently has approximately $3.295 million in aggregate accounts payable, including approximately $2.6 million due and payable to an oilfield services vendor.

The Company owes approximately $5.1 million to the operator of the Pronghorn Wells for drilling and completion costs and expenses related thereto.

The Company has issued the Tranche B Notes to the Investors.

The Company has issued a junior secured promissory note to RJC.

Schedule 2.1(m)

Title to Assets

Previously provided to the Agent and the Investors under separate cover.

See title defect schedule regarding Oil and Gas Properties acquired by the Company from Continental Resources, Inc. in March 2014 using proceeds raised from the Tranche B Notes, which has been previously provided to the Agent and the Investors.

Schedule 2.1(n)

Actions Pending

On December 18, 2015, a complaint was filed against Red Hawk Petroleum, LLC (“Red Hawk”), our wholly-owned subsidiary, in the District Court, County of Weld, State of Colorado (Case Number: 2015CV31079) (the “Court”), pursuant to which an oilfield services vendor made various claims against Red Hawk in connection with certain well completion services provided by the vendor to Red Hawk in November and December 2014. The complaint alleges causes of action for foreclosure of a statutory lien previously obtained by the vendor over certain of Red Hawk’s assets, breach of contract, quantum meruit and account stated, and seeks payment of amounts allegedly owed, pre- and post-judgment interest, attorneys’ fees and court costs in connection with Red Hawk’s alleged failure to pay the vendor approximately $2.9 million in fees due for well completion services provided by the vendor. On or about the Closing Date, the Company plans to enter into a settlement agreement with the vendor pursuant to which certain consideration will be given by the Company to the vendor in full satisfaction of all amounts owed by the Company to the vendor, as previously disclosed to the Investors, in exchange for the vendor’s agreement to release its mechanic’s lien recorded on the Company’s properties located in Weld County, Colorado, and dismiss its lawsuit with prejudice.

Schedule 2.1(w)

Employees

The Company has entered into employment agreements and/or offer letters with each of its employees.

The Company has entered into stock option and/or restricted stock grant agreements with each of its employees.

The Company has entered into Vesting Agreements, as amended and restated, with each of Messrs. Ingriselli, Peterson and Moore.

On April 30, 2016, Mr. Ingriselli’s employment with the Company terminated.

Schedule 2.1(y)

Certain Developments

On January 7, 2016, the Company granted options to purchase an aggregate of 1,660,000 shares of common stock at an exercise price of $0.22 per share, and an aggregate of 1,750,000 shares of its restricted common stock, to certain of its employees and consultants, all subject to vesting, and all pursuant to the Company’s 2012 Amended and Restated Equity Incentive Plan and in connection with the Company’s 2015 annual equity incentive compensation review process.

On January 29, 2016 and March 7, 2016, the Company entered into letter agreements with the Agent and certain of the Investors pursuant to which the Investors agreed to defer payment of interest and principal due under the Tranche B Notes, as more fully described in the Company’s Current Reports on Form 8-K filed with the SEC on February 4, 2016 and March 7, 2016, available here:

http://www.sec.gov/Archives/edgar/data/1141197/000158069516000219/ped-8k_020416.htm

http://www.sec.gov/Archives/edgar/data/1141197/000165495416000158/ped_8k.htm

On February 29, 2016, the Company entered into Amendment No. 1 to Agreement and Plan of Merger and Reorganization with White Hawk Energy, LLC and GOM Holdings, LLC, as more fully as more fully described in the Company’s Current Report on Form 8-K filed with the SEC on March 2, 2016, available here:

http://www.sec.gov/Archives/edgar/data/1141197/000135448816006420/ped_8k.htm

On March 29, 2016, the Company entered into a Settlement Agreement with Dome Energy AB and affiliates thereof, which provided, in part, for the reconveyance of Dome Energy AB’s interests in the Pronghorn Wells to the Company, including the obligation of the Company to fund approximately $5.1 million in drilling and completion costs with respect thereto, as more fully described in the Company’s Current Report on Form 8-K filed with the SEC on March 31, 2016, available here: https://www.sec.gov/Archives/edgar/data/1141197/000135448816006825/ped_8k.htm

On April 4, 2016, the Company and its Houston office landlord entered into a settlement letter agreement pursuant to which the parties agreed to terminate the Company’s Houston office lease effective April 1, 2016, and all liabilities and obligations related thereto, in exchange for the landlord retaining the Company’s $5,100 damage deposit and all personal property left on the premises, and the issuance by the Company of 700,000 shares of Common Stock to the Company’s Houston office landlord, which shares were issued effective April 5, 2016.

On or about the Closing Date, the Company plans to enter into a settlement agreement with an oilfield services vendor as separately disclosed by the Company to the Investors and the Agent under separate cover.

https://www.sec.gov/Archives/edgar/data/1141197/000135448816007104/ped_8k.htm

On April 25, 2016, the Company amended the Agreement and Plan of Merger and Reorganization with White Hawk Energy, LLC and GOM Holdings, LLC to remove the closing deadline. See the Company’s Current Report on Form 8-K filed with the SEC on April 27, 2016, available here:

https://www.sec.gov/Archives/edgar/data/1141197/000135448816007104/ped_8k.htm

Schedule 2.1(bb)

Equity and Convertible Debt Issuances

Pursuant to a settlement agreement to be entered into by and between the Company and an oilfield services vendor on or about the Closing Date, on or about the Closing Date the Company will be obligated to issue 2,450,000 shares of Common Stock and pay a cash amount as approved by the Investors to the vendor in full satisfaction of all amounts owed by the Company to the vendor.

On January 29, 2016, March 7, 2016, and April 7, 2016, the Company entered into letter agreements with the Agent and certain of the Investors pursuant to which the Investors agreed to defer payment of interest and principal due under the Tranche B Notes, with certain warrants to be issued at a future date, as more fully described in the Company’s Current Reports on Form 8-K filed with the SEC on February 4, 2016, March 7, 2016, and April 13, 2016, available here:

http://www.sec.gov/Archives/edgar/data/1141197/000158069516000219/ped-8k_020416.htm

http://www.sec.gov/Archives/edgar/data/1141197/000165495416000158/ped_8k.htm

https://www.sec.gov/Archives/edgar/data/1141197/000135448816006957/ped_8k.htm

The Company is a party to a Plan of Merger and Reorganization with White Hawk Energy, LLC and GOM Holdings, LLC, pursuant to which, upon closing, the Company will issue capital stock to GOM Holdings, LLC.

On April 5, 2016, the Company issued 700,000 shares of Common Stock to the Company’s Houston office landlord, as partial consideration for the termination of the Company’s Houston office lease.

Schedule 2.1(cc)

Brokers

None.

Schedule 3.7

Pronghorn Wells

Well Name	Well Location	Formation	Operator
Pronghorn D14-X44-28HNB	Township 5 North, Range 61 West, 6 th P.M., Section 28: SW4 Weld County, Colorado	Niobrara Formation	Bonanza Creek Energy Operating Company, LLC
Pronghorn 14-44-28HNC	Township 5 North, Range 61 West, 6 th P.M., Section 28: SW4 Weld County, Colorado	Niobrara Formation	Bonanza Creek Energy Operating Company, LLC
Pronghorn D-X-28HNC	Township 5 North, Range 61 West, 6 th P.M., Section 28: SW4 Weld County, Colorado	Niobrara Formation	Bonanza Creek Energy Operating Company, LLC
Pronghorn C-W-28HNC	Township 5 North, Range 61 West, 6 th P.M., Section 28: SW4 Weld County, Colorado	Niobrara Formation	Bonanza Creek Energy Operating Company, LLC
Pronghorn D13-X43-28HNB	Township 5 North, Range 61 West, 6 th P.M., Section 28: SW4 Weld County, Colorado	Niobrara Formation	Bonanza Creek Energy Operating Company, LLC
Pronghorn C13-W43-28HNB	Township 5 North, Range 61 West, 6 th P.M., Section 28: SW4 Weld County, Colorado	Niobrara Formation	Bonanza Creek Energy Operating Company, LLC
Pronghorn 13-43-28HNC	Township 5 North, Range 61 West, 6 th P.M., Section 28: SW4 Weld County, Colorado	Niobrara Formation	Bonanza Creek Energy Operating Company, LLC
State Antelope Y-1-36XRLNB	Township 5 North, Range 62 West, 6 th P.M., Section 1: SE/4SE/4 Weld County, Colorado	Niobrara Formation	Bonanza Creek Energy Operating Company, LLC

Schedule 3.12

Permitted Encumbrances

All liens and encumbrances relating to the Oil and Gas Properties that are recorded in the real property records of the county in which the Oil and Gas Properties are located before the Closing Date by (i) the Agent and the Investors, (ii) MIEJ and (iii) Liberty Oilfield Services, LLC.

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

SENIOR SECURED PROMISSORY NOTE

Dated: May 12, 2016

$______________

For value received, PEDEVCO CORP., a corporation organized under the laws of the State of Texas (the “ Maker ”), hereby promises to pay to the order of _________________________________ (together with its successors, representatives, and assigns, the “ Holder ”), in accordance with the terms hereinafter provided and the terms of the Purchase Agreement (as hereinafter defined), the aggregate unpaid principal amount of each Funding from time to time made by the Holder to the Maker under the Amended and Restated Note Purchase Agreement dated as of May 12, 2016 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “ Purchase Agreement ”), by and among the Maker, the Holder, the other investors party thereto (the Holder and such other investors, collectively, the “ Investors ” and each, individually, an “ Investor ”) and BAM Administrative Services LLC, as agent for the Investors (the “ Agent ”), together with interest on such principal amount and all other obligations outstanding hereunder.

All payments under or pursuant to this Senior Secured Promissory Note (this “ Note ”) shall be made in United States Dollars in immediately available funds to the Holder at the address of the Holder first set forth above or at such other place as the Holder may designate from time to time in writing to the Maker or by wire transfer of funds to such account as the Holder may designate from time to time in writing to the Maker. The outstanding principal balance of this Note shall be due and payable on the earlier of (i) May 11, 2019 and (ii) the date all obligations and indebtedness hereunder are accelerated in accordance with Section 2.2 (the “ Maturity Date ”).

Subject to the terms contained herein and in the Purchase Agreement, and notwithstanding anything to the contrary contained in those certain Amended and Restated Secured Promissory Notes issued by the Maker to certain other Investors pursuant to the Purchase Agreement, and those certain Senior Secured Promissory Notes issued by the Maker to certain other Investors pursuant to the Purchase Agreement (collectively with this Note, the “ Investors’ Notes ”) or any other Transaction Document to the contrary, all payments made by the Maker or any other Person to the Agent or the Investors under this Note, the other Investors’ Notes, the Purchase Agreement or the other Transaction Documents shall be paid and applied as follows:

FIRST, if any Event of Default (as defined in Section 2.1) or “Event of Default” as defined in any other Investors’ Notes shall have occurred, to the Agent, to be applied to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Agent in connection with enforcing its rights and the rights of the Investors under the Purchase Agreement, the Investors’ Notes and the other Transaction Documents;

SECOND, to Holder and BHLN-Pedco Corp., a Delaware limited liability company (collectively, the “ Senior Secured Investors ”), to be applied to the payment of all interest on account of this Note and that certain Senior Secured Promissory Note, dated the date hereof, issued by the Maker to BHLN-Pedco Corp. (the “ Senior Secured Investors Notes ”) that is then due and payable; and each of the Senior Secured Investors shall receive an amount equal to its pro rata share (based on the proportion that such interest that is then due and payable to each Senior Secured Investor bears to the aggregate amount of interest that is then due and payable to both Senior Secured Investors);

THIRD, to RJ Credit LLC (“ RJC ”), to be applied to the payment of all interest on account of that certain Senior Secured Promissory Note, dated the date hereof, issued by the Maker to RJC (the “ RJC Senior Secured Promissory Note ”, and collectively with the Senior Secured Investors Notes, the “ Senior Secured Notes ”) that is then due and payable;

FOURTH, to the Senior Secured Investors, to be applied to the payment of the outstanding principal amount of the Senior Secured Investors Notes until such principal amount has been paid in full; and each of the Senior Secured Investors shall receive an amount equal to its pro rata share (based on the proportion that such outstanding principal amount that is payable to each Senior Secured Investor bears to the aggregate amount of outstanding principal that is payable to both Senior Secured Investors);

FIFTH, to RJC, to be applied to the payment of the outstanding principal amount of the RJC Senior Secured Promissory Note until such principal amount has been paid in full;

SIXTH, after the outstanding principal amount of the Senior Secured Notes have been paid in full, to the Investors (other than the Senior Secured Investors and RJC), to be applied to the payment of all interest on such Investors’ Notes that is then due and payable; and such Investors shall receive an amount equal to its pro rata share (based on the proportion that such interest that is then due and payable to such Investor bears to the aggregate amount of interest that is then due and payable to all such Investors);

SEVENTH, after the outstanding principal amount of the Senior Secured Investors Notes have been paid in full, to RJC, to be applied to the payment of all interest that is then due and payable on account of that certain Amended and Restated Secured Promissory Note, dated the date hereof, issued by the Maker to RJC (the “ RJC Note ”);

EIGHTH, to the Investors (other than the Senior Secured Investors and RJC), to be applied to the payment of the outstanding principal amount of such Investors’ Notes until such outstanding principal amount has been paid in full; and each of such Investors shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding principal amount of the Investor Note held by such Investor bears to the aggregate then outstanding principal amount of all such Investors’ Notes);

NINTH, after the principal amount of the Investors’ Notes (other than the RJC Note) have been paid in full, to RJC, to be applied to the payment of the outstanding principal amount of the RJC Note until such outstanding principal amount has been paid in full;

TENTH, to the Agent and the Investors, to be applied to all other obligations which have become due and payable under the Purchase Agreement or the other Transaction Documents or otherwise and not repaid pursuant to clauses “FIRST” through “NINTH” above; and

ELEVENTH, the surplus, if any, to whoever may be lawfully entitled to receive such surplus.

ARTICLE I

TERMS OF NOTE

Section 1.1 Purchase Agreement . This Note has been executed and delivered pursuant to the Purchase Agreement. Fundings made by the Holder shall be evidenced by one or more accounts or records maintained by the Holder in the ordinary course of business. The Holder may also attach schedules to this Note and endorse thereon the date and amount of the Fundings and payments with respect thereto.

Section 1.2 Interest. Interest on the outstanding principal amount of this Note shall accrue, in arrears, at a rate of fifteen percent (15%) per annum and shall be payable on the Maturity Date. Furthermore, upon the occurrence and during the continuance of an Event of Default (as defined below), the Maker will pay additional default rate interest to the Holder, payable on demand, at a rate equal to the lesser of two and one-half percent (2½%) per month (prorated for partial months) and the maximum applicable legal rate per annum, computed on the basis of a 360-day year of twelve (12) thirty-day months on the outstanding principal balance of this Note and on all other amounts due under this Note.

Section 1.3 Payment of Principal; Prepayment . The outstanding principal balance plus all outstanding interest and all other amounts due and owing hereunder shall be paid in full on the Maturity Date. Any amount of principal repaid hereunder may not be reborrowed. The Maker may prepay all or any portion of the principal amount of this Note, without premium or penalty, in an amount equal to the sum of a) 100% of the amount of such principal prepayment and b) all outstanding interest and all other amounts due and owing hereunder, upon not less than three (3) Business Days prior written notice to the Holder. This Note is further subject to mandatory prepayment at the option of the Holder as set forth in ARTICLE III.

Section 1.4 Security Documents . The obligations of the Maker hereunder are secured by a continuing security interest in c) substantially all of the assets of the Maker pursuant to the terms of the Security Agreement, the Mortgages and other collateral documents and d) the Maker’s equity interests in its Subsidiaries pursuant to the terms of the Security Agreement.

Section 1.5 Payment on Non-Business Days . Whenever any payment to be made shall be due on a Saturday, Sunday or a public holiday under the laws of the State of New York, such payment shall be due on the next succeeding Business Day and such next succeeding day shall be included in the calculation of the amount of accrued interest payable on such date.

Section 1.6 Transfer. This Note may be transferred or sold, and may also be pledged, hypothecated or otherwise granted as security, by the Holder; provided , however , that any transfer or sale of this Note must be in compliance with any applicable securities laws.

Section 1.7 Replacement. Upon receipt of a duly executed, notarized and unsecured written statement from the Holder with respect to the loss, theft or destruction of this Note (or any replacement hereof) and a standard indemnity, or, in the case of a mutilation of this Note, upon surrender and cancellation of such Note, the Maker shall issue a new Note, of like tenor and amount, in lieu of such lost, stolen, destroyed or mutilated Note.

Section 1.8 Use of Proceeds . The Maker shall use the proceeds of this Note as set forth in the Purchase Agreement.

ARTICLE II

EVENTS OF DEFAULT; REMEDIES

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

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

(b) the Maker or any Subsidiary shall fail to observe, perform or comply with any condition, covenant, undertaking or agreement contained in this Note or any other Transaction Document; or

(c) Liens, levies, attachments, executions or assessments (or any of them) are issued with respect to, attaches to or filed or recorded with respect to or otherwise imposed upon all or any part of the Collateral or the assets of the Maker or any Subsidiary (other than with respect to Collateral, Permitted Encumbrances) and such Lien, levy or assessment is not stayed, vacated, paid or discharged within ten (10) days; or

(d) any representation or warranty made by the Maker or any Subsidiary herein or in any other Transaction Document shall prove to have been false or incorrect or breached on the date as of which made or deemed made; or

(e) the Maker or any Subsidiary shall iii) fail to make any payment when due under the terms of any Indebtedness for borrowed money to be paid by such Person and such failure shall continue beyond any period of grace provided with respect thereto or iv) default in the observance or performance of any other agreement, term or condition contained in any agreement (related to Indebtedness or otherwise), and the effect of such failure or default as set forth in clause (i) or (ii), is to cause, or permit the holder or holders thereof, or any counterparty to an agreement relating to Indebtedness, to cause Indebtedness, or amounts due thereunder, in an aggregate amount of $250,000 or more to become due prior to its stated date of maturity or the date such amount would otherwise have been due notwithstanding such default; provided that any failure or default as set forth in clause (i) or (ii) with respect to (a) those certain Secured Promissory Notes dated March 22, 2013, as amended by those certain Amendments to Secured Promissory Note dated December 16, 2013; and (b) the Amended and Restated Secured Subordinated Promissory Note dated March 25, 2013, as amended by a First Amendment to Amended and Restated Secured Subordinated Promissory Note dated July 9, 2013 and as further amended by an Amended and Restated Secured Subordinated Promissory Note dated February 18, 2015 with an effective date of January 1, 2015 in favor of MIE Jurassic Energy Corporation, which are subject to Subordination and Intercreditor Agreements with BAM Administrative Services LLC shall not be an Event of Default under this Section 2.1(e) unless the Maker, any Subsidiary or any holder of the notes described in clause (1) or (2) acts or fails to act in contravention of the Subordination and Intercreditor Agreement to which such holders are a party; or

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

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

(h) a judgment or judgments in the aggregate amount exceeding $250,000 is/are entered against the Maker or any Subsidiary and not dismissed or discharged within thirty (30) days following the entry thereof; or

(i) any of the Transaction Documents for any reason ceases to be in full force and effect (except pursuant to the express terms thereof or due solely to any act or omission by the Holder) or is declared to be null and void, or the Maker, any Subsidiary or any other Person (other than the Holder) denies that it has any further liability under any Transaction Documents to which it is a party, or gives notice to such effect; or

(j) the Maker or any Subsidiary shall cease to actively conduct its business operations for a period of five (5) consecutive Business Days; or

(k) any material portion of the properties or assets of the Maker or any Subsidiary is seized by any governmental authority; or

(l) the Holder does not have or ceases to have a valid and perfected first priority security interest in the Collateral (subject only to Permitted Encumbrances), other than as a result of the actions or inactions of the Secured Party; or

(m) the loss, suspension or revocation of, or failure to renew, any license or permit now held or hereafter acquired by the Maker or any Subsidiary, if such license or permit is not obtained or reinstated within thirty (30) days, unless such loss, suspension, revocation or failure to renew could not reasonably be expected to have a Material Adverse Effect; or

(n) there is filed against the Maker or any Subsidiary or any of its officers, members or managers any civil or criminal action, suit or proceeding under any federal or state racketeering statute (including, without limitation, the Racketeer Influenced and Corrupt Organization Act of 1970), or any civil or criminal action, suit or proceeding under any other applicable law is filed by any governmental entity, that could result in the confiscation or forfeiture of any material portion of the Collateral or other assets of such Person, and such action, suit or proceeding is not dismissed within one hundred twenty (120) days.

Section 2.2 Remedies Upon An Event of Default . If an Event of Default shall have occurred and shall be continuing, the Holder may at any time at its option e) declare the entire unpaid principal balance of this Note, together with all interest accrued hereon, and all fees and expenses, due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided , however , that upon the occurrence of an Event of Default described in Section 2.1(f) or Section 2.1(g), the outstanding principal balance and accrued interest hereunder, and all fees and expenses, shall be immediately and automatically due and payable, and/or f) exercise or otherwise enforce, or direct the Agent to exercise or otherwise enforce, any one or more of the Holder’s or the Agent’s, as applicable, rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the Security Agreement, the Mortgages or other Transaction Documents or applicable law. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise. Upon the occurrence and during the continuance of an Event of Default, all amounts payable under this Note shall bear interest at the default rate set forth in Section 1.2.

ARTICLE III

PREPAYMENT

Section 3.1 Prepayment Upon Major Transaction .

(a) Prepayment Option . In addition to all other rights of the Holder contained herein, simultaneous with the occurrence of any Major Transaction (as defined below), the Holder shall have the right, at the Holder’s option, to require the Maker to prepay this Note in cash at a price equal to the sum of i) one hundred percent (100%) of the aggregate principal amount of this Note plus all accrued and unpaid interest (if any), plus ii) all fees, costs, expenses, liquidated damages or other amounts (if any) owing in respect of this Note and the other Transaction Documents (the “ Major Transaction Prepayment Price") ; provided that the Holder shall not be permitted to exercise such right unless each other Investor (other than RJC) also exercises such right.

(b) Major Transaction . A “Major Transaction” shall be deemed to have occurred at such time as any of the following events:

(i) the consolidation, merger or other business combination of the Maker or any Subsidiary with or into another Person (other than (1) pursuant to a migratory merger effected solely for the purpose of changing the jurisdiction of incorporation of the Maker or such Subsidiary, (2) a consolidation, merger or other business combination in which holders of the Maker’s or such Subsidiary’s, as applicable, voting power immediately prior to the transaction continue after the transaction to hold, directly or indirectly, the voting power of the surviving entity or entities necessary to elect a majority of the members of the board of directors (or their equivalent if other than a corporation) of such entity or entities, or (3) a consolidation, merger or other business combination of a Subsidiary with another Subsidiary or the Maker;

(ii) the sale or transfer of more than fifty percent (50%) of the Maker’s assets or any Subsidiary’s assets (based on the fair market value as determined in good faith by the Board of Directors of the Maker or such Subsidiary, as applicable) other than inventory in the ordinary course of business in one or a related series of transactions; or

(iii) closing of a purchase, tender or exchange offer made by the Maker or an Affiliate of the Maker to the holders of more than fifty percent (50%) of the outstanding shares of Common Stock in which more than fifty percent (50%) of the outstanding shares of Common Stock were tendered and accepted.

(c) Mechanics of Prepayment at Option of Holder Upon Major Transaction . No sooner than fifteen (15) days nor later than ten (10) days prior to the consummation of a Major Transaction, but not prior to the public announcement of such Major Transaction, the Maker shall deliver written notice thereof via facsimile and overnight courier (“ Notice of Major Transaction ”) to the Holder. At any time after receipt of a Notice of Major Transaction (or, in the event a Notice of Major Transaction is not delivered at least ten (10) days prior to a Major Transaction, at any time within ten (10) days prior to a Major Transaction), the Holder of this Note may require the Maker to prepay, effective immediately prior to the consummation of such Major Transaction, this Note by delivering written notice thereof via facsimile and overnight courier (“ Notice of Prepayment at Option of the Holder Upon Major Transaction ”) to the Maker, which Notice of Prepayment at Option of Holder Upon Major Transaction shall indicate the applicable Major Transaction Prepayment Price, as calculated pursuant to Section 3.1(a) above provided that the Holder shall not be permitted to deliver a Notice of Prepayment at Option of Holder Upon Major Transaction unless each other Investor (other than RJC) also delivers a Notice of Prepayment at Option of Holder Upon Major Transaction.

(d) Payment of Prepayment Price . Upon the Maker’s receipt of a Notice(s) of Prepayment at Option of Holder Upon Major Transaction from the Holder of this Note, the Maker shall immediately notify the Holder of this Note by facsimile of the Maker’s receipt of such Notice(s) of Prepayment at Option of Holder Upon Major Transaction and the Maker shall deliver the Major Transaction Prepayment Price immediately prior to or contemporaneous with the consummation of the Major Transaction. If the Maker shall fail to prepay this Note submitted for prepayment (other than pursuant to a dispute as to the arithmetic calculation of the Major Transaction Prepayment Price) immediately prior to or contemporaneous with the consummation of the Major Transaction, in addition to any remedy the Holder of this Note may have under this Note and the Purchase Agreement, the Major Transaction Prepayment Price payable in respect of this Note not prepaid shall bear interest at the rate of two and one-half percent (2½%) per month (prorated for partial months) until paid in full.

Section 3.2 Cash Flow Prepayment . Notwithstanding anything herein to the contrary, the outstanding principal amount of this Note shall be prepaid in accordance with Section 3.29 of the Purchase Agreement.

ARTICLE IV

MISCELLANEOUS

Section 4.1 Notices . Any notice, demand, request, waiver or other communication required or permitted to be given hereunder shall be in writing and shall be effective g) upon hand delivery, telecopy or facsimile at the address or number designated in the Purchase Agreement (if delivered on a Business Day during normal business hours where such notice is to be received), or the first Business Day following such delivery (if delivered other than on a Business Day during normal business hours where such notice is to be received) or h) on the second Business Day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur.

Section 4.2 Governing Law . This Note shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This Note shall not be interpreted or construed with any presumption against the party causing this Note to be drafted.

Section 4.3 Headings . Article and section headings in this Note are included herein for purposes of convenience of reference only and shall not constitute a part of this Note for any other purpose.

Section 4.4 Remedies, Characterizations, Other Obligations, Breaches and Injunctive Relief . The remedies provided in this Note shall be cumulative and in addition to all other remedies available under this Note and the other Transaction Documents, at law or in equity (including, without limitation, a decree of specific performance and/or other injunctive relief), no remedy contained herein shall be deemed a waiver of compliance with the provisions giving rise to such remedy and nothing herein shall limit a holder’s right to pursue actual damages for any failure by the Maker to comply with the terms of this Note. Amounts set forth or provided for herein with respect to payments, conversion and the like (and the computation thereof) shall be the amounts to be received by the Holder and shall not, except as expressly provided herein, be subject to any other obligation of the Maker (or the performance thereof). The Maker acknowledges that a breach by it of its obligations hereunder will cause irreparable and material harm to the Holder and that the remedy at law for any such breach may be inadequate. Therefore the Maker agrees that, in the event of any such breach or threatened breach, the Holder shall be entitled, in addition to all other available rights and remedies, at law or in equity, to seek and obtain such equitable relief, including but not limited to an injunction restraining any such breach or threatened breach, without the necessity of showing economic loss and without any bond or other security being required.

Section 4.5 Enforcement Expenses . The Maker agrees to pay all costs and expenses incurred from time to time by the Holder with respect to any modification, consent or waiver of the provisions of this Note or the Transaction Documents and any enforcement of this Note and the Transaction Documents, including, without limitation, reasonable attorneys’ fees and expenses.

Section 4.6 Amendments .

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

(b) To the extent that amendments to this Note are required in connection with the filing of a listing application with the NYSE MKT in connection with the transactions contemplated hereby, the Maker and the Holder shall cooperate in good faith to reach mutually acceptable resolutions with regard to such amendments, without penalty; provided that the Holder has, in its sole discretion, determined such amendments to be advisable.

Section 4.7 Compliance with Securities Laws .

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

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

Section 4.8 Consent to Jurisdiction . Each of the Maker and the Holder i) hereby irrevocably submits to the exclusive jurisdiction of the United States District Court sitting in the Southern District of New York and the courts of the State of New York located in New York county for the purposes of any suit, action or proceeding arising out of or relating to this Note and j) hereby waives, and agrees not to assert in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an inconvenient forum or that the venue of the suit, action or proceeding is improper. Each of the Maker and the Holder consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under the Purchase Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 4.8 shall affect or limit any right to serve process in any other manner permitted by law.

Section 4.9 Binding Effect . This Note shall be binding upon, inure to the benefit of and be enforceable by the Maker, the Holder and their respective successors and permitted assigns. The Maker shall not delegate, assign or transfer this Note or any obligations or undertakings contained in this Note.

Section 4.10 Failure or Indulgence Not Waiver . No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder, or course of conduct relating hereto, shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege. No waiver by the Holder of any power, right or privilege hereunder on any one occasion shall not be deemed a waiver of the same power, right or privilege on any future occasion.

Section 4.11 Maker Waivers; Dispute Resolution .

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

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

Section 4.12 Definitions. Capitalized terms used herein and not defined shall have the meanings set forth in the Purchase Agreement. For the purposes hereof, the following terms shall have the following meanings:

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

“ Common Stock ” means shares of common stock, par value $0.001 per share, of the Maker.

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

[ Signature appears on following page ]

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

PEDEVCO CORP.

By: ______________________________

Name:

Title:

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

AMENDED AND RESTATED SECURED PROMISSORY NOTE

Dated: May 12, 2016

$______________

For value received, PEDEVCO CORP., a corporation organized under the laws of the State of Texas (the “ Maker ”), hereby promises to pay to the order of ________________, with an address at ________________________ (together with its successors, representatives, and assigns, the “ Holder ”), in accordance with the terms hereinafter provided and the terms of the Purchase Agreement (as hereinafter defined), _________________________ ($______________), which amount has been advanced to Maker pursuant to the terms of that certain Note Purchase Agreement dated March 7, 2014, as such Note Purchase Agreement was thereafter amended and restated by that certain Amended and Restated Note Purchase Agreement dated as of the date hereof (as amended, amended and restated, supplemented or otherwise modified from time to time, the “ Purchase Agreement ”), by and among the Maker, the Holder, the other investors party thereto (the Holder and such other investors, collectively, the “ Investors ” and each, individually, an “ Investor ”) and BAM Administrative Services LLC, as agent for the Investors (the “ Agent ”), together with interest on such principal amount and all other obligations outstanding hereunder.

All payments under or pursuant to this Amended and Restated Secured Promissory Note (this “ Note ”) shall be made in United States Dollars in immediately available funds to the Holder at the address of the Holder first set forth above or at such other place as the Holder may designate from time to time in writing to the Maker or by wire transfer of funds to such account as the Holder may designate from time to time in writing to the Maker. The outstanding principal balance of this Note shall be due and payable on the earlier of (i) June 11, 2019 and (ii) the date all obligations and indebtedness hereunder are accelerated in accordance with Section 2.2 (the “ Maturity Date ”).

SECOND, to BBLN-Pedco Corp., a Delaware limited liability company and BHLN-Pedco Corp., a Delaware limited liability company (collectively, the “ Senior Secured Investors ”), to be applied to the payment of all interest on account of that certain Senior Secured Promissory Note, dated the date hereof, issued by the Maker to BBLN-Pedco Corp. and that certain Senior Secured Promissory Note, dated the date hereof, issued by the Maker to BHLN-Pedco Corp. (collectively, the “ Senior Secured Investors Notes ”) that is then due and payable; and each of the Senior Secured Investors shall receive an amount equal to its pro rata share (based on the proportion that such interest that is then due and payable to each Senior Secured Investor bears to the aggregate amount of interest that is then due and payable to both Senior Secured Investors);

FIFTH, to RJC, to be applied to the payment of the outstanding principal amount of the RJC Senior Secured Promissory Note until such principal amount has been paid in full;

SIXTH, after the outstanding principal amount of the Senior Secured Notes have been paid in full, to the Holder and the other Investors (other than the Senior Secured Investors and RJC), to be applied to the payment of all interest on such Investors’ Notes that is then due and payable; and the Holder and such other Investors shall receive an amount equal to its pro rata share (based on the proportion that such interest that is then due and payable to the Holder or such other Investor bears to the aggregate amount of interest that is then due and payable to the Holder and all such other Investors);

EIGHTH, to the Holder and the other Investors (other than the Senior Secured Investors and RJC), to be applied to the payment of the outstanding principal amount of such Investors’ Notes until such outstanding principal amount has been paid in full; and each of such Investors shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding principal amount of the Investor Note held by the Holder or such other Investor bears to the aggregate then outstanding principal amount of the Holder and all such other Investors’ Notes);

ELEVENTH, the surplus, if any, to whoever may be lawfully entitled to receive such surplus.

ARTICLE I

TERMS OF NOTE

Section 1.2 Interest. Interest on the outstanding principal amount of this Note shall accrue, in arrears, at a rate of fifteen percent (15%) per annum and shall be payable on the first Business Day of each month, commencing on January 1, 2018, and on the Maturity Date. Furthermore, upon the occurrence and during the continuance of an Event of Default (as defined below), the Maker will pay additional default rate interest to the Holder, payable on demand, at a rate equal to the lesser of two and one-half percent (2½%) per month (prorated for partial months) and the maximum applicable legal rate per annum, computed on the basis of a 360-day year of twelve (12) thirty-day months on the outstanding principal balance of this Note and on all other amounts due under this Note.

Section 1.3 Payment of Principal; Prepayment . The outstanding principal balance plus all outstanding interest and all other amounts due and owing hereunder shall be paid in full on the Maturity Date. Any amount of principal repaid hereunder may not be reborrowed. The Maker may prepay all or any portion of the principal amount of this Note, without premium or penalty, in an amount equal to the sum of (a) 100% of the amount of such principal prepayment and (b) all outstanding interest and all other amounts due and owing hereunder, upon not less than three (3) Business Days prior written notice to the Holder. This Note is further subject to mandatory prepayment at the option of the Holder as set forth in ARTICLE III.

Section 1.4 Security Documents . The obligations of the Maker hereunder are secured by a continuing security interest in (a) substantially all of the assets of the Maker pursuant to the terms of the Security Agreement, the Mortgages and other collateral documents and (b) the Maker’s equity interests in its Subsidiaries pursuant to the terms of the Security Agreement.

Section 1.8 Use of Proceeds . The Maker shall use the proceeds of this Note as set forth in the Purchase Agreement.

ARTICLE II

EVENTS OF DEFAULT; REMEDIES

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

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

(b) the Maker or any Subsidiary shall fail to observe, perform or comply with any condition, covenant, undertaking or agreement contained in this Note or any other Transaction Document; or

(e) the Maker or any Subsidiary shall (i) fail to make any payment when due under the terms of any Indebtedness for borrowed money to be paid by such Person and such failure shall continue beyond any period of grace provided with respect thereto or (ii) default in the observance or performance of any other agreement, term or condition contained in any agreement (related to Indebtedness or otherwise), and the effect of such failure or default as set forth in clause (i) or (ii), is to cause, or permit the holder or holders thereof, or any counterparty to an agreement relating to Indebtedness, to cause Indebtedness, or amounts due thereunder, in an aggregate amount of $250,000 or more to become due prior to its stated date of maturity or the date such amount would otherwise have been due notwithstanding such default; provided that any failure or default as set forth in clause (i) or (ii) with respect to (1) those certain Secured Promissory Notes dated March 22, 2013, as amended by those certain Amendments to Secured Promissory Note dated December 16, 2013; and (2) the Amended and Restated Secured Subordinated Promissory Note dated March 25, 2013, as amended by a First Amendment to Amended and Restated Secured Subordinated Promissory Note dated July 9, 2013 and as further amended by an Amended and Restated Secured Subordinated Promissory Note dated February 18, 2015 with an effective date of January 1, 2015 in favor of MIE Jurassic Energy Corporation, which are subject to Subordination and Intercreditor Agreements with BAM Administrative Services LLC shall not be an Event of Default under this Section 2.1(e) unless the Maker, any Subsidiary or any holder of the notes described in clause (1) or (2) acts or fails to act in contravention of the Subordination and Intercreditor Agreement to which such holders are a party; or

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

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

(j) the Maker or any Subsidiary shall cease to actively conduct its business operations for a period of five (5) consecutive Business Days; or

(k) any material portion of the properties or assets of the Maker or any Subsidiary is seized by any governmental authority; or

Section 2.2 Remedies Upon An Event of Default . If an Event of Default shall have occurred and shall be continuing, the Holder may at any time at its option (a) declare the entire unpaid principal balance of this Note, together with all interest accrued hereon, and all fees and expenses, due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided , however , that upon the occurrence of an Event of Default described in Section 2.1(f) or Section 2.1(g), the outstanding principal balance and accrued interest hereunder, and all fees and expenses, shall be immediately and automatically due and payable, and/or (b) exercise or otherwise enforce, or direct the Agent to exercise or otherwise enforce, any one or more of the Holder’s or the Agent’s, as applicable, rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the Security Agreement, the Mortgages or other Transaction Documents or applicable law. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise. Upon the occurrence and during the continuance of an Event of Default, all amounts payable under this Note shall bear interest at the default rate set forth in Section 1.2.

ARTICLE III

PREPAYMENT

Section 3.1 Prepayment Upon Major Transaction .

(a) Prepayment Option . In addition to all other rights of the Holder contained herein, simultaneous with the occurrence of any Major Transaction (as defined below), the Holder shall have the right, at the Holder’s option, to require the Maker to prepay this Note in cash at a price equal to the sum of (i) one hundred percent (100%) of the aggregate principal amount of this Note plus all accrued and unpaid interest (if any), plus (ii) all fees, costs, expenses, liquidated damages or other amounts (if any) owing in respect of this Note and the other Transaction Documents (the “ Major Transaction Prepayment Price") ; provided that the Holder shall not be permitted to exercise such right unless each other Investor (other than RJC) also exercises such right.

(b) Major Transaction . A “Major Transaction” shall be deemed to have occurred at such time as any of the following events:

ARTICLE IV

MISCELLANEOUS

Section 4.1 Notices . Any notice, demand, request, waiver or other communication required or permitted to be given hereunder shall be in writing and shall be effective (a) upon hand delivery, telecopy or facsimile at the address or number designated in the Purchase Agreement (if delivered on a Business Day during normal business hours where such notice is to be received), or the first Business Day following such delivery (if delivered other than on a Business Day during normal business hours where such notice is to be received) or (b) on the second Business Day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur.

Section 4.3 Headings . Article and section headings in this Note are included herein for purposes of convenience of reference only and shall not constitute a part of this Note for any other purpose.

Section 4.6 Amendments .

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

Section 4.7 Compliance with Securities Laws .

Section 4.8 Consent to Jurisdiction . Each of the Maker and the Holder (a) hereby irrevocably submits to the exclusive jurisdiction of the United States District Court sitting in the Southern District of New York and the courts of the State of New York located in New York county for the purposes of any suit, action or proceeding arising out of or relating to this Note and (b) hereby waives, and agrees not to assert in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an inconvenient forum or that the venue of the suit, action or proceeding is improper. Each of the Maker and the Holder consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under the Purchase Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 4.8 shall affect or limit any right to serve process in any other manner permitted by law.

Section 4.11 Maker Waivers; Dispute Resolution .

“ Common Stock ” means shares of common stock, par value $0.001 per share, of the Maker.

Section 4.13 Miscellaneous .

This Note amends and restates in its entirety that certain Senior Secured Promissory Note dated March 7, 2014 by Maker in favor of Holder in the original principal amount of $423,530 (the “ Original Note ”). Neither this Note nor anything contained herein shall be construed as a novation of Maker’s indebtedness to Holder evidenced by the Original Note, which shall remain in full force and effect as hereby confirmed, modified, restated and amended. The Original Note, as modified and restated in its entirety pursuant to this Note, and the obligations of Maker thereunder, is hereby ratified and confirmed, and shall remain in full force and effect until the full performance and satisfaction of all obligations of Maker under this Note.

[ Signature appears on following page ]

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

PEDEVCO CORP.

By: ______________________________

Name:

Title:

SHARE PLEDGE AGREEMENT

WHEREAS, this Share Pledge Agreement is entered into on May 12, 2016, by and between Golden Globe Energy (US), LLC (“ Golden Globe ”) and PEDEVCO Corp. (the “ Company ”, Golden Globe and the Company each a “ Party ” and together the “ Parties ”), on terms and conditions more particularly described herein.

WHEREAS, pursuant to Section 1.2(d) of that certain Amended and Restated Note Purchase Agreement, of even date herewith, by and among the Company, BAM Administrative Services LLC, as agent (the “ Agent ”), and the investor parties thereto (the “ Note Purchase Agreement ”), RJ Credit LLC (“ RJC ”) has agreed to advance to the Company Two Hundred Forty Thousand Dollars ($240,000), on the date hereof and on each of July 1, 2016, October 1, 2016 and January 1, 2017 (collectively, the “ Advances ”);

WHEREAS, Golden Globe, being an affiliate of RJC, expects to derive benefit from the Advances and has guaranteed the payment of the Advances pursuant to that certain Guaranty in favor of the Company dated the date hereof;

WHEREAS , in order to provide collateral security for the payment of the Advances, Golden Globe desires to pledge all of its shares of Series A Convertible Preferred Stock of the Company (the “ Pledged Shares ”) in accordance with the terms hereof.

NOW, THEREFORE, in consideration of the premises, the undersigned hereby agree as follows:

ARTICLE I

TERMS AND CONDITIONS

1.1

Pledged Shares. Golden Globe hereby pledges and grants to the Company, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Advances, a first priority security interest in all of Golden Globe's right, title and interest to the Pledged Shares, including, all proceeds, income and profits thereof and all property received in exchange or substitution thereof. In the event RJC and/or Golden Globe does not satisfy the Advance requirements under the Note Purchase Agreement as outlined in the chart below, Golden Globe hereby, irrevocably and unconditionally, without any further notice to or from Golden Globe, authorizes and directs the Company to automatically cancel the corresponding amount of Pledged Shares held by Golden Globe, without further action by Golden Globe:

Number of Pledged Shares		Instructions
2,500		To be cancelled should RJC not fund the $240,000 Advance scheduled to be made to the Company on the Closing Date under the Note Purchase Agreement within thirty (30) days of such date.
2,500		To be cancelled should RJC not fund the $240,000 Advance scheduled to be made to the Company on July 1, 2016 under the Note Purchase Agreement within thirty (30) days of such date.
2,500		To be cancelled should RJC not fund the $240,000 Advance scheduled to be made to the Company on October 1, 2016 under the Note Purchase Agreement within thirty (30) days of such date.
2,500		To be cancelled should RJC not fund the $240,000 Advance scheduled to be made to the Company on January 1, 2017 under the Note Purchase Agreement within thirty (30) days of such date.

10,000

If an Advance payment is not required to be made on a date set forth above pursuant to the Note Purchase Agreement none of the corresponding Pledged Shares shall be cancelled.

1.2

Pledged Shares Forfeiture. In the event an Advance payment is required pursuant to the Note Purchase Agreement, but RJC does not make the required Advance to the Company in full within thirty (30) days of the date required for payment thereof under the Note Purchase Agreement, then the Pledged Shares set forth in the table above with respect to such required Advance shall be automatically cancelled, and the corresponding Pledged Shares shall be forfeited and returned to the Company, without any further action by Golden Globe, in addition to any other remedies the Company or any other party to the Note Purchase Agreement may have against RJC. Upon cancellation of any of the Pledged Shares, Golden Globe shall return the original stock certificate representing the Pledged Shares to the Company within ten (10) business days for reissuance, less the cancelled Pledged Shares.

1.3

Transfer and Conversion Restrictions. Golden Globe may not transfer, pledge, hypothecate, assign, encumber, dispose of, or convert into Common Stock (or any other series of class of stock) of the Company, any Pledged Shares, or any interest therein, until such Pledged Shares are released from the restrictions set forth herein in accordance with the terms of this Share Pledge Agreement.

1.4	Termination. This Share Pledge Agreement shall terminate upon the first to occur of any of the following events:

The Company’s receipt of all the Advances set forth in Section 1.1, if and to the extent required pursuant to the Note Purchase Agreement.

Upon the Maturity Date (as defined in the Note Purchase Agreement).

Upon the written consent of all the Parties and Agent.

ARTICLE II

GENERAL PROVISIONS

2.1

Notice. Any payment, notice, request for consent, report, or any other communication required or permitted in this Share Pledge Agreement shall be in writing and shall be deemed to have been given when personally delivered to the party hereunder specified or when placed in the United States mail, registered or certified, with return receipt requested, postage prepaid and addressed as follows:

If to Company:

PEDEVCO Corp.

4125 Blackhawk Plaza Circle, Suite 201

Danville, CA 94506

Attn: General Counsel

If to Golden Globe :

Golden Globe (US), LLC

250West 55 th Street, 14 th Floor

New York, NY 10019

Attn: David Steinberg

A copy of any notice sent to the Company or Golden Globe shall be simultaneously delivered to the Agent at its address set forth in the Note Purchase Agreement.

Any party may unilaterally designate a different address by giving notice of each such change in the manner specified above to each other party.

2.2	Governing Law. This Share Pledge Agreement is being made in and is intended to be construed according to the laws of the State of Texas. It shall inure to and be binding upon the parties hereto and their respective successors and assigns.

2.3

Construction. Words used in the singular number may include the plural and the plural may include the singular. The section headings appearing in this instrument have been inserted for convenience only and shall be given no substantive meaning or significance whatsoever in construing the terms and conditions of this Share Pledge Agreement. The term “ includes ” or “ including ” shall mean “ including, without limitation ”; the word “ or ” is not exclusive; and references to a “ Section, ” “ subsection, ” “ clause, ” “ Exhibit, ” “ Appendix, ” “ Schedule, ” “ Annex ” or “ Attachment ” shall mean a Section, subsection, clause, Exhibit, Appendix, Schedule, Annex or Attachment of this Agreement, as the case may be, unless in any such case the context requires otherwise. Exhibits, Appendices, Schedules, Annexes or Attachments to any document shall be deemed incorporated by reference in such document.

2.4	Amendment. The terms of this Share Pledge Agreement may be altered, amended, modified or revoked only by an instrument in writing signed by the undersigned Parties and the Agent.

2.5	Written Agreement. This Share Pledge Agreement represents the final agreement between the Parties, and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the Parties. There are no unwritten oral agreements between the Parties.

2.6

Effect of Facsimile and Photocopied Signatures . This Share Pledge Agreement may be executed in several counterparts, each of which is an original. It shall not be necessary in making proof of this Share Pledge Agreement or any counterpart hereof to produce or account for any of the other counterparts. A copy of this Share Pledge 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 Share Pledge Agreement shall be effective as an original for all purposes.

2.7

Power of Attorney . THE AGENT SHALL BE A THIRD-PARTY BENEFICIARY OF THIS SHARE PLEDGE AGREEMENT. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, THE COMPANY DOES HEREBY CONSTITUTE AND APPOINT THE AGENT AS ITS TRUE AND LAWFUL ATTORNEY AND IN ITS NAME, TO ENTER INTO, MAKE, SIGN, NEGOTIATE, EXECUTE AND DELIVER, ACKNOWLEDGE AND PERFORM ANY CONTRACT, DOCUMENT, AGREEMENT, WRITING, INSTRUMENT OR THING THAT MAY, IN THE OPINION OF THE AGENT, BE NECESSARY, OR PROPER, TO BE NEGOTIATED, ENTERED INTO, MADE OR SIGNED, SEALED, EXECUTED, DELIVERED, ACKNOWLEDGED OR PERFORMED PURSUANT TO OR IN CONNECTION WITH THE ENFORCEMENT OF THIS SHARE PLEDGE AGREEMENT. THIS POWER OF ATTORNEY IS A POWER COUPLED WITH AN INTEREST AND IS IRREVOCABLE. THIS POWER OF ATTORNEY SHALL REMAIN IN EFFECT UNTIL ALL ADVANCES HAVE BEEN PAID IN FULL.

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

EXECUTED as of the dates set forth above.

	PEDEVCO CORP.

	By:	/s/ Michael L. Peterson
		Name: Michael L. Peterson
		Title: President

	GOLDEN GLOBE ENERGY (US), LLC

	By:	/s/ David Steinberg
		Name: David Steinberg
		Title: Authorized Signatory

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 SUCH TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

Warrant No. __________

Number of Shares: ___________

Warrant Date: May 12, 2016

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 after the date the NYSE MKT approves the additional listing of the Warrant Shares (as defined below), until the close of business on May 12, 2019 (the “ Expiration Date ”), ______________________ ( ___________ ) fully paid and nonassessable shares of the Company’s Common Stock, par value US$0.001 per share (the “ Common Stock ” and the “ Warrant Shares ”), at an exercise price of US$0.29 per share (the “ Exercise Price ”). The number and character of such shares of Common Stock and the applicable Exercise Price per share are subject to adjustment as provided herein. The term “Common Stock” as defined above shall also mean any other securities into which or for which any of the company Stock may be converted or exchanged pursuant to a plan of recapitalization, reorganization, merger, sale of assets or otherwise.

2. Exercise of Warrant .

2.1 Number of Shares Issuable upon Exercise . At any time after the date the NYSE MKT approves the additional listing of the Warrant Shares through and including the Expiration Date, the Holder shall be entitled to receive, upon exercise of this Warrant in whole or in part, by delivery of an original or fax copy of an exercise notice in the form attached hereto as Exhibit A (the “ Exercise Notice ”), shares of Common Stock of the Company, subject to adjustment pursuant to Section 4.

2.2 Fair Market Value . For purposes hereof, the “Fair Market Value” of a share of Common Stock as of a particular date (the “ Determination Date ”) shall mean:

(a) If the Company’s Common Stock is traded on a national securities exchange then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date.

(b) If the Company’s Common Stock is not traded on a national securities exchange but is traded on the OTC Bulletin Board, then the mean of the average of the closing bid and asked prices reported for the last business day immediately preceding the Determination Date.

(c) Except as provided in clause (d) below, if the Company’s Common Stock is not publicly traded, then as the Holder and the Company agree or in the absence of agreement by arbitration in accordance with the rules then in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided.

(d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company’s charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of this Warrant are outstanding at the Determination Date.

2.3 Company Acknowledgment . The Company will, at the time of the exercise of this Warrant, upon the request of the Holder acknowledge in writing its continuing obligation to afford to the Holder any rights to which the Holder shall continue to be entitled after such exercise in accordance with the provisions of this Warrant. If the Holder shall fail to make any such request, such failure shall not affect the continuing obligation of the Company to afford to the Holder any such rights.

3. Procedure for Exercise .

3.1 Delivery of Stock Certificates, Etc., on Exercise . The Company agrees that the shares of Common Stock purchased upon exercise of this Warrant shall be deemed to be issued to the Holder as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for such shares in accordance herewith. As soon as practicable after the exercise of this Warrant in full or in part, and in any event within three (3) business days thereafter, the Company at its expense (including the payment by it of any applicable issue taxes) will cause to be issued in the name of and delivered to the Holder, or as the Holder (upon payment by the Holder of any applicable transfer taxes) may direct in compliance with applicable securities laws, a certificate or certificates for the number of duly and validly issued, fully paid and non-assessable shares of Common Stock (or Other Securities) to which the Holder shall be entitled on such exercise, plus, in lieu of any fractional share to which the Holder would otherwise be entitled, cash equal to such fraction multiplied by the then Fair Market Value of one full share, together with any other stock or other securities and property (including cash, where applicable) to which the Holder is entitled upon such exercise pursuant to Section 1 or otherwise. “ Other Securities ” means any stock (other than Common Stock) and other securities of the Company or any other person (corporate or otherwise) which the Holder at any time shall be entitled to receive, or shall have received, on the exercise of this Warrant, in lieu of or in addition to Common Stock, or which at any time shall be issuable or shall have been issued in exchange for or in replacement of Common Stock or Other Securities pursuant to Section 8 or otherwise.

3.2 Exercise .

(a) Payment may be made either (i) in cash by wire transfer of immediately available funds or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of this Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of this Warrant in accordance with the formula set forth in subsection (b) below, or (iii) by a combination of any of the foregoing methods, for the number of shares of Common Stock specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein.

(b) Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula:

X=	Y(A-B)
	A

Where X =		the number of shares of Common Stock to be issued to the Holder
Y =		the number of shares of Common Stock purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation)
A =		the Fair Market Value of one share of the Company’s Common Stock (at the date of such calculation)
B =		the Exercise Price per share (as adjusted to the date of such calculation)

3.3 Notwithstanding anything to the contrary set forth herein, to the extent that a registration statement registering all the shares of Common Stock of the Company issuable upon exercise of this Warrant has been declared effective by the Securities and Exchange Commission and remains effective as of the date of the proposed exercise set forth in an Exercise Notice, the Holder shall upon such proposed exercise, make payment to the Company of each respective Exercise Price set forth in such Exercise Notice in cash by wire transfer of immediately available funds or by certified or official bank check only.

4. Beneficial Ownership Limitation . Notwithstanding anything herein to the contrary, in no event shall the Holder be entitled to exercise any portion of this Warrant in excess of that portion of this Warrant upon exercise of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its Affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised portion of this Warrant or the unexercised or unconverted portion of any other security of the Holder subject to a limitation on conversion analogous to the limitations contained herein) and (2) the number of shares of Common Stock issuable upon the exercise of the portion of this Warrant with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its Affiliates of any amount greater than 9.99% of the then outstanding shares of Common Stock (whether or not, at the time of such exercise, the Holder and its Affiliates beneficially own more than 9.99% of the then outstanding shares of Common Stock). As used herein, the term “ Affiliate ” means any person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a person or entity, as such terms are used in and construed under Rule 144 under the Securities Act of 1933, as amended. For purposes of the second preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such sentence. For any reason at any time, upon written or oral request of the Holder, the Company shall within one (1) business day confirm orally and in writing to the Holder the number of shares of Common Stock outstanding as of any given date. The limitations set forth herein may be waived by the Holder upon provision of no less than sixty-one (61) days prior written notice to the Company; provided, however, that, such written notice of waiver shall only be effective if delivered at a time when no indebtedness (including, without limitation, principal, interest, fees and charges) of the Company of which the Holder or any of its Affiliates was, at any time, the owner, directly or indirectly is outstanding.

5. 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 Warrant Shares as shall be required for issuance upon exercise hereof. 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.

6. 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.

7. 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.

8. Effect of Certain Transactions

8.1 Reorganization, Consolidation, Merger, Etc . If there occurs any capital reorganization or any reclassification of the Common Stock of the Company, the consolidation or merger of the Company with or into another person (other than a merger or consolidation of the Company in which the Company is the continuing entity and which does not result in any reorganization or reclassification of its outstanding Common Stock) or the sale or conveyance of all or substantially all of the assets of the Company to another person, then, as a condition precedent to any such reorganization, reclassification, consolidation, merger, sale or conveyance, the Holder will be entitled to receive upon surrender of this Warrant to the Company (x) to the extent there are cash proceeds resulting from the consummation of such reorganization, reclassification, consolidation, merger, sale or conveyance, in exchange for such Warrant, cash in an amount equal to the cash proceeds that would have been payable to the Holder had the Holder exercised such Warrant immediately prior to the consummation of such reorganization, reclassification, consolidation, merger, sale or conveyance, less the aggregate Exercise Price payable upon exercise of this Warrant, and (y) to the extent that the Holder would be entitled to receive Common stock (or Other Securities) (in addition to or in lieu of cash in connection with any such reorganization, reclassification, consolidation, merger, sale or conveyance), the same kind and amounts of securities or other assets, or both, that are issuable or distributable to the holders of outstanding Common Stock (or Other Securities) of the Company with respect to their Common Stock (or Other Securities) upon such reorganization, reclassification, consolidation, merger, sale or conveyance, as would have been deliverable to the Holder had the Holder exercised such Warrant immediately prior to the consummation of such reorganization, reclassification, consolidation, merger, sale or conveyance less an amount of such securities having a value equal to the aggregate Exercise Price payable upon exercise of this Warrant.

8.2 Dissolution . In the event of any dissolution of the Company following the transfer of all or substantially all of its properties or assets, the Company, concurrently with any distributions made to holders of its Common Stock, shall at its expense deliver or cause to be delivered to the Holder the stock and other securities and property (including cash, where applicable) receivable by the Holder pursuant to Section 8.1, or, if the Holder shall so instruct the Company, to a bank or trust company specified by the Holder and having its principal office in New York, NY as trustee for the Holder (the “ Trustee ”).

8.3 Continuation of Terms . Upon any reorganization, consolidation, merger or transfer (and any dissolution following any transfer) referred to in this Section 8, this Warrant shall continue in full force and effect and the terms hereof shall be applicable to the shares of stock and other securities and property receivable on the exercise of this Warrant after the consummation of such reorganization, consolidation or merger or the effective date of dissolution following any such transfer, as the case may be, and shall be binding upon the issuer of any such stock or other securities, including, in the case of any such transfer, the person acquiring all or substantially all of the properties or assets of the Company, whether or not such person shall have expressly assumed the terms of this Warrant as provided in Section 9. In the event this Warrant does not continue in full force and effect after the consummation of the transactions described in this Section 8, then the Company’s securities and property (including cash, where applicable) receivable by the Holder will be delivered to the Holder or the Trustee as contemplated by Section 8.2.

8.4 Extraordinary Events Regarding Common Stock . In the event that the Company shall (a) issue additional shares of the Common Stock as a dividend or other distribution on outstanding Common Stock or any preferred stock issued by the Company, (b) subdivide its outstanding shares of Common Stock or (c) combine its outstanding shares of the Common Stock into a smaller number of shares of the Common Stock, then, in each such event, the Exercise Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then Exercise Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Exercise Price then in effect. The Exercise Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in this Section. The number of shares of Common Stock that the Holder shall thereafter, on the exercise hereof as provided in Section 1, be entitled to receive shall be adjusted to a number determined by multiplying the number of shares of Common Stock that would otherwise (but for the provisions of this Section) be issuable on such exercise by a fraction of which (a) the numerator is the Exercise Price that would otherwise (but for the provisions of this Section) be in effect, and (b) the denominator is the Exercise Price in effect on the date of such exercise (taking into account the provisions of this Section). Notwithstanding the foregoing, in no event shall the Exercise Price be less than the par value of the Common Stock.

8.5 Certificate as to Adjustments . In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable on the exercise of this Warrant, the Company at its expense will promptly cause its Chief Financial Officer or other appropriate designee to compute such adjustment or readjustment in accordance with the terms of this Warrant and prepare a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or receivable by the Company for any additional shares of Common Stock (or Other Securities) issued or sold or deemed to have been issued or sold, (b) the number of shares of Common Stock (or Other Securities) outstanding or deemed to be outstanding, and (c) the Exercise Price and the number of shares of Common Stock to be received upon exercise of this Warrant, in effect immediately prior to such adjustment or readjustment and as adjusted or readjusted as provided in this Warrant. The Company will forthwith mail a copy of each such certificate to the Holder and any warrant agent of the Company (appointed pursuant to Section 10 hereof).

8.6

9. 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 (a) an effective registration statement under the Act relating to such security, or (b) an opinion of counsel reasonably 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.

10. 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

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.

11. 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.

12. Governing Law . This Warrant shall be deemed to be a contract made under the laws of the State of New York 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 New York or in the federal courts located in Southern District of New York. 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.

13. 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.

14. 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.

15. 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:	/s/
		Name: Michael L. Peterson
		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 May 12, 2016, to purchase _____________ shares of the Common Stock of PEDEVCO Corp., pursuant to Section 2 of the Warrant and tenders herewith payment in accordance with Section 2 of the Warrant. In delivering this Notice of Exercise of Warrant, the undersigned confirms that such exercise will not cause it to exceed the Beneficial Ownership Limitation.

Please deliver the stock certificate to:

______________________________________

Dated: ___________________

By:_______________________

Warrant No. __________

Number of Shares: ___________

Original Warrant Date: September 10, 2015

Amendment Date: May 11, 2016

PEDEVCO CORP.

AMENDED AND RESTATED 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, until the close of business on September 10, 2018 (the “ Expiration Date ”), ___________________ ( __________ ) fully paid and nonassessable shares of the Company’s Common Stock, par value US$0.001 per share (the “ Common Stock ” and the “ Warrant Shares ”), at an exercise price of [$0.75][$1.50] per share (the “ Exercise Price ”). The number and character of such shares of Common Stock and the applicable Exercise Price per share are subject to adjustment as provided herein. The term “Common Stock” as defined above shall also mean any other securities into which or for which any of the company Stock may be converted or exchanged pursuant to a plan of recapitalization, reorganization, merger, sale of assets or otherwise.

This Amended and Restated Warrant (this “ Warrant ”) amends and restates in its entirety that certain Warrant for the Purchase of Common Stock issued by the Company to Holder on the Original Warrant Date set forth above.

2. Exercise of Warrant .

2.2 Fair Market Value . For purposes hereof, the “Fair Market Value” of a share of Common Stock as of a particular date (the “ Determination Date ”) shall mean:

3. Procedure for Exercise .

3.2 Exercise .

X=	Y(A-B)
	A

Where X =		the number of shares of Common Stock to be issued to the Holder
Y =		the number of shares of Common Stock purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation)
A =		the Fair Market Value of one share of the Company’s Common Stock (at the date of such calculation)
B =		the Exercise Price per share (as adjusted to the date of such calculation)

8. Effect of Certain Transactions

If to the Company, to:

PEDEVCO Corp.

4125 Blackhawk Plaza Circle, Suite 201

Danville, CA 94506

Attention: Chief Executive Officer and General Counsel

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.

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

	PEDEVCO CORP. By: Name: Michael L. Peterson 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 May 11, 2016, to purchase _____________ shares of the Common Stock of PEDEVCO Corp., pursuant to Section 2 of the Warrant and tenders herewith payment in accordance with Section 2 of the Warrant. In delivering this Notice of Exercise of Warrant, the undersigned confirms that such exercise will not cause it to exceed the Beneficial Ownership Limitation.

Please deliver the stock certificate to:

______________________________________

Dated: ___________________

By:_______________________

FIRST AMENDMENT TO SECURITY AGREEMENT

THIS FIRST AMENDMENT TO SECURITY AGREEMENT (the “Amendment”) is made as of this 12 th day of May, 2016 by the parties signatory hereto (collectively, the “Grantors” and each, individually, a “Grantor”) in favor of BAM Administrative Services LLC, in its capacity as agent for the Investors under the Purchase Agreement (as defined below) (in such capacities, and together with its successors, transferees and assigns, the “Secured Party”).

WITNESSETH:

WHEREAS, Grantors entered into that certain Security Agreement dated March 7, 2014 (the “ Original Security Agreement ”); and

WHEREAS, the undersigned desire to amend the Original Security Agreement as set forth below.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in the Original Security Agreement, the undersigned, intending to be legally bound, agree as follows:

1. Amendment to Recitals . The first “Whereas” clause of the Original Security Agreement is hereby deleted in its entirety and replaced with the following:

“ WHEREAS, PEDEVCO Corp. (the “Company”) is party to that certain Amended and Restated Note Purchase Agreement dated May 12, 2016 (as amended, amended and restated, supplemented, or otherwise modified from time to time, the “Purchase Agreement”) by and between the Company, the investors party thereto (collectively, the “Investors” and each, individually, an “Investor”) and Secured Party, as agent for the Investors, pursuant to which the Investors agreed to extend loans to the Company in the original principal amount of up to $85,000,000 (the ”Loans”), repayment of which is evidenced by certain Amended and Restated Secured Promissory Notes or Senior Secured Promissory Notes, each dated May 12, 2016, issued to each Investor (the “Notes”), and”

2. Integration of Amendment and Original Security Agreement . From and after the effective date of this Amendment, the Original Security Agreement and this Amendment shall be read as one Security Agreement. Except as set forth in this Amendment, all other terms and conditions of the Original Security Agreement are not being modified or amended, and shall remain in full force and effect.

3. Duplicate Originals; Counterparts . This Amendment may be executed in any number of duplicate originals and each duplicate original shall be deemed to be an original. This Amendment may be executed in several counterparts, each of which counterparts shall be deemed an original instrument and all of which together shall constitute a single Amendment.

[remainder of this page intentionally left blank .]

IN WITNESS WHEREOF, the undersigned has executed this First Amendment to Security Agreement as of the day and year first above written.

Pacific Energy Development Corp. By: /s/ Michael L. Peterson Name: Michael L. Peterson Title: President	White Hawk Petroleum, LLC By: /s/ Michael L. Peterson Name: Michael L. Peterson Title: President
Pacific Energy & Rare Earth Limited By: /s/ Michael L. Peterson Name: Michael L. Peterson Title: President	Blackhawk Energy Limited By: /s/ Michael L. Peterson Name: Michael L. Peterson Title: President
Pacific Energy Development MSL, LLC By: /s/ Michael L. Peterson Name: Michael L. Peterson Title: President	Red Hawk Petroleum, LLC By: /s/ Michael L. Peterson Name: Michael L. Peterson Title: President
PEDEVCO Corp. By: /s/ Michael L. Peterson Name: Michael L. Peterson Title: President
Acknowledged and agreed to: BAM Administrative Services LLC, as Agent By: /s/ Dhruv Narain Name: Dhruv Narain Title: Authorized Signatory

FIRST AMENDMENT TO PATENT SECURITY AGREEMENT

THIS FIRST AMENDMENT TO PATENT SECURITY AGREEMENT (the “Amendment”) is made as of this 12 th day of May, 2016 by PEDEVCO Corp. (“Grantor”) in favor of BAM Administrative Services LLC, in its capacity as agent for the Investors under the Purchase Agreement (as defined below) (in such capacities, and together with its successors, transferees and assigns, the “Secured Party”).

WITNESSETH:

WHEREAS, Grantor entered into that certain Patent Security Agreement dated March 7, 2014 (the “ Original Security Agreement ”); and

WHEREAS, the undersigned desire to amend the Original Security Agreement as set forth below.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in the Original Security Agreement, the undersigned, intending to be legally bound, agree as follows:

1. Amendment to Recitals . The first “Whereas” clause of the Original Security Agreement is hereby deleted in its entirety and replaced with the following:

“ WHEREAS, Grantor is party to that certain Amended and Restated Note Purchase Agreement dated May 12, 2016 (as amended, amended and restated, supplemented, or otherwise modified from time to time, the “Purchase Agreement”) by and between Grantor, the investors party thereto (collectively, the “Investors” and each, individually, an “Investor”) and Secured Party, as agent for the Investors, pursuant to which the Investors agreed to extend loans to Grantor in the original principal amount of up to $85,000,000 (the ”Loans”), repayment of which is evidenced by certain Amended and Restated Secured Promissory Notes or Senior Secured Promissory Notes, each dated May 12, 2016, issued to each Investor (the “Notes”), and”

[remainder of this page intentionally left blank .]

IN WITNESS WHEREOF, the undersigned has executed this First Amendment to Patent Security Agreement as of the day and year first above written.

	PEDEVCO Corp. By: /s/ Michael L. Peterson Title: President
Acknowledged and agreed to: BAM Administrative Services LLC, as Agent By: /s/ Dhruv Narain Name: Dhruv Narain Title: Authorized Signatory

WHEN RECORDED RETURN TO:

Cole Schotz P.C.

25 Main Street

Hackensack, New Jersey 07601

Attention: Roger M. Iorio, Esq.

STATE OF COLORADO }

} ss.

COUNTY OF WELD }

FIRST AMENDMENT TO DEED OF TRUST, SECURITY AGREEMENT,

ASSIGNMENT OF PRODUCTION, FINANCING STATEMENT

AND FIXTURE FILING

THIS FIRST AMENDMENT TO DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF PRODUCTION, FINANCING STATEMENT AND FIXTURE FILING (the “Amendment”) is made as of this 12 th day of May, 2016 by Red Hawk Petroleum, LLC, a Nevada limited liability company (“Grantor”) and BAM Administrative Services LLC, in its capacity as agent for the Investors under the Purchase Agreement (as defined below) (in such capacities, and together with its successors, transferees and assigns, the “Beneficiary”).

WITNESSETH:

WHEREAS, Grantor and Beneficiary entered into that certain Deed of Trust, Security Agreement, Assignment of Production, Financing Statement and Fixture Filing dated March 7, 2014 that was filed on March 13, 2014 with the Clerk and Recorded of Weld County, Colorado as document #4001635 (the “ Original Security Agreement ”);

WHEREAS , the Original Security Agreement encumbers the real property described on Exhibit A ; and

WHEREAS, the undersigned desire to amend the Original Security Agreement as set forth below.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in the Original Security Agreement, the undersigned, intending to be legally bound, agree as follows:

1. Amendment to Recitals . The first Recital of the Original Security Agreement is hereby deleted in its entirety and replaced with the following:

“ PEDEVCO Corp., a Texas corporation (the “Company”) is party to that certain Amended and Restated Note Purchase Agreement dated May 12, 2016 (as amended, amended and restated, supplemented, or otherwise modified from time to time, the “Purchase Agreement”) by and between the Company, the investors party thereto (collectively, the “Investors” and each, individually, an “Investor”) and Secured Party, as agent for the Investors, pursuant to which the Investors agreed to extend loans to the Company in the original principal amount of up to $85,000,000 (the ”Loans”), repayment of which is evidenced by certain Amended and Restated Secured Promissory Notes or Senior Secured Promissory Notes, each dated May 12, 2016, issued to each Investor (the “Notes”). Capitalized terms used by not otherwise defined herein shall have the meanings given to them in the Purchase Agreement, unless this Deed of Trust specifies another document in which a capitalized term is defined.”

2. Amendment to Exhibit A . From and after the date hereof, Exhibit A of the Original Security Agreement is hereby deleted and replaced with the Exhibit A attached hereto and made a part hereof.

3. Integration of Amendment and Original Security Agreement . From and after the effective date of this Amendment, the Original Security Agreement and this Amendment shall be read as one Security Agreement. Except as set forth in this Amendment, all other terms and conditions of the Original Security Agreement are not being modified or amended, and shall remain in full force and effect.

4. Duplicate Originals; Counterparts . This Amendment may be executed in any number of duplicate originals and each duplicate original shall be deemed to be an original. This Amendment may be executed in several counterparts, each of which counterparts shall be deemed an original instrument and all of which together shall constitute a single Amendment.

[remainder of this page intentionally left blank .]

IN WITNESS WHEREOF, the undersigned has executed this First Amendment to Deed of Trust, Security Agreement, Assignment of Production, Financing Statement and Fixture Filing as of the day and year first above written.

GRANTOR:

Red Hawk Petroleum, LLC

By: __________________________

Name:

Title:

BENEFICIARY:

BAM Administrative Services LLC, as Agent

By: __________________________

Name:

Title:

STATE OF NEW YORK §

COUNTY OF NEW YORK §

This instrument was acknowledged before me this ___ day of May, 2016, by ________________, the Authorized Signatory of BAM Administrative Services LLC, on behalf of said limited liability company.

In witness whereof I hereunto set my hand and official seal.

NOTARIAL SEAL:

__________________________________________

Notary Public

My Commission Expires:

STATE OF §

COUNTY OF §

This instrument was acknowledged before me this ____ day of May, 2016, by _____________, the ___________ of Red Hawk Petroleum, LLC behalf of such company.

In witness whereof I hereunto set my hand and official seal.

NOTARIAL SEAL:

__________________________________________

Notary Public

Exhibit A

Description of Real Property

FIRST AMENDMENT TO GUARANTY

THIS FIRST AMENDMENT TO GUARANTY (the “Amendment”) is made as of this 12 th day of May, 2016 by the parties signatory hereto (collectively, the “Guarantors” and each, individually, a “Guarantor”) in favor of BAM Administrative Services LLC, in its capacity as agent for the Investors under the Purchase Agreement (as defined below) (in such capacities, and together with its successors, transferees and assigns, the “Secured Party”).

WITNESSETH:

WHEREAS, Grantors entered into that certain Guaranty dated March 7, 2014 (the “ Original Guaranty ”); and

WHEREAS, the undersigned desire to amend the Original Guaranty as set forth below.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in the Original Guaranty, the undersigned, intending to be legally bound, agree as follows:

1. Amendment to Recitals . The second “Whereas” clause of the Original Guaranty is hereby deleted in its entirety and replaced with the following:

“ WHEREAS, the Issuer is party to that certain Amended and Restated Note Purchase Agreement dated May 12, 2016 (as amended, amended and restated, supplemented, or otherwise modified from time to time, the “Purchase Agreement”) by and between the Issuer, the investors party thereto (collectively, the “Investors” and each, individually, an “Investor”) and Secured Party, as agent for the Investors, pursuant to which the Investors agreed to extend loans to the Issuer in the original principal amount of up to $85,000,000 (the ”Loans”), repayment of which is evidenced by certain Amended and Restated Secured Promissory Notes or Senior Secured Promissory Notes, each dated May 12, 2016, issued to each Investor (the “Notes”), and”

2. Integration of Amendment and Original Guaranty . From and after the effective date of this Amendment, the Original Guaranty and this Amendment shall be read as one Guaranty. Except as set forth in this Amendment, all other terms and conditions of the Original Guaranty are not being modified or amended, and shall remain in full force and effect.

[remainder of this page intentionally left blank.]

IN WITNESS WHEREOF, the undersigned has executed this First Amendment to Guaranty as of the day and year first above written.

Pacific Energy Development Corp. By: /s/ Michael L. Peterson Name: Michael L. Peterson Title: President	White Hawk Petroleum, LLC By: /s/ Michael L. Peterson Name: Michael L. Peterson Title: President
Pacific Energy & Rare Earth Limited By: /s/ Michael L. Peterson Name: Michael L. Peterson Title: President	Blackhawk Energy Limited By: /s/ Michael L. Peterson Name: Michael L. Peterson Title: President
Pacific Energy Development MSL, LLC By: /s/ Michael L. Peterson Name: Michael L. Peterson Title: President	Red Hawk Petroleum, LLC By: /s/ Michael L. Peterson Name: Michael L. Peterson Title: President

Acknowledged and agreed to: BAM Administrative Services LLC, as Agent By: /s/ Dhruv Narain Name: Dhruv Narain Title: Authorized Signatory

AMENDMENT NO. 2 TO NOTE AND SECURITY AGREEMENT

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

RECITALS

A. By that certain Note and Security Agreement, dated as of April 10, 2014 (the “ Agreement ”), RJ RESOURCES CORP., a Delaware corporation, borrowed funds from RJ CREDIT LLC (“ Lender ”) to provide financing for the working capital needs of RJ Resources Corp. as the “Borrower” thereunder, not to exceed $10,000,000 as the maximum aggregate principal amount outstanding at any time. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Agreement.

B. By that certain Assumption and Consent Agreement, dated February 23, 2015, Borrower was assigned and assumed all of the rights and obligations of RJ Resources Corp. under the Agreement, which Agreement was amended by Borrower and Lender pursuant to that certain Amendment to Note and Security Agreement, dated February 23, 2015 (the Agreement, as amended, the “ Amended Agreement ”).

C. By this Second Amendment, the Parties desire to further amend the Amended Agreement to make certain revisions to the terms thereof as set forth herein.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and in the Agreement and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree to further amend the Amended Agreement as follows:

1. Termination Date . The “Termination Date”, as defined in Section 1(a) of the Agreement and used throughout the Agreement, is hereby amended, revised and changed to July 11, 2019.

2. No Obligation of Lender . The following sentence is hereby added to the end of Section 1(a) of the Agreement:

“As of May 12, 2016, all accrued and unpaid interest outstanding under the Loan is hereby capitalized and added to principal, with the aggregate principal balance outstanding on the Loan equaling $9,379,431.82. The Lender is not obligated or required to make any further Advances to the Borrower under the terms of this Agreement.”

Page 1of 3

3. Per Annum Interest Rate . Section 1(e) of the Agreement is hereby deleted in its entirety and replaced with the following Section 1(e):

“The principal amount of each Advance shall bear interest at the per annum rate of twelve percent (12%) on an actual/360 day basis, payment of which shall be due and payable on the Termination Date. Following the occurrence and during the continuance of an Event of Default (as defined in Section 8), the per annum interest rate on each Advance shall be increased to twenty-four percent (24%) per annum.”

4. Subordination . The following new Section 1(h) is hereby added to the Agreement and is stated as follows:

“The Loan is subordinate and subject to the terms and conditions of (i) those certain Senior Secured Promissory Notes, each dated May 12, 2016, issued by Borrower to BBLN-Pedco Corp., BHLN-Pedco Corp. and RJ Credit LLC in the aggregate principal amount of $25,960,000 and any successor or assigns thereof, as investors (the “ Senior Secured Notes ”), (ii) those certain Amended and Restated Secured Promissory Notes, each dated May 12, 2016, issued by Borrower to each of BRE BCLIC Sub, BRE WNIC 2013 LTC Primary, BRE WNIC 2013 LTC Sub, Heartland Bank, Senior Health Insurance Company of Pennsylvania and RJ Credit LLC in the aggregate principal amount of $38,909,847.25 and any successor or assigns thereof, as investors (the “ Amended and Restated Notes ”), (iii) that certain Amended and Restated Note Purchase Agreement, dated May 12, 2016, as amended and modified, and (iv) any other documents or agreements executed or delivered in connection with the Senior Secured Notes, the Amended and Restated Notes or the Amended and Restated Note Purchase Agreement (collectively, the “ Transaction Documents ”).

The payment of, and the lien granted hereunder on the Borrower and/or its subsidiaries’ assets as collateral security for, the Loan shall be subordinated to the payment in full of the Senior Secured Notes and the Amended and Restated Notes, and no payments or other distributions whatsoever shall be made on the Loan, nor shall any property or assets of the Borrower and /or its subsidiaries be applied to the purchase or other acquisition or retirement of the Loan until the payment in full of all obligations under the Senior Secured Notes, Amended and Restated Notes and the other Transaction Documents.”

5. This Amendment and the obligations and benefits in it are binding upon the heirs, personal representatives, successors and assigns of the Parties. This Amendment may not be terminated or amended without the prior written consent of BAM Administrative Services LLC.

6. Upon the effectiveness of this Amendment, each reference in the Agreement to “Agreement,” “hereunder,” “hereof,” “herein” or words of like import shall mean and be a reference to such Agreement as modified or amended hereby.

7. All remaining provisions of the Agreement remain effective, and are hereby ratified by the Parties.

Page 2 of 3

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

PEDEVCO CORP.

By: /s/ Michael Peterson

Michael Peterson

President

RJ CREDIT LLC

By: /s/ David Steinberg

David Steinberg

Authorized Signatory

Page 3 of 3

CALL OPTION AGREEMENT

This CALL OPTION AGREEMENT (this “ Agreement ”) is made as of May 12, 2016 (the “ Effective Date ”) by and between PEDEVCO CORP., a corporation existing under the laws of the State of Texas (“ PEDEVCO ”), and GOLDEN GLOBE ENERGY (US), LLC, a limited liability company existing under the laws of the State of Delaware (“ GGE ”).

W I T N E S S E T H :

WHEREAS , PEDEVCO beneficially owns 23,182,880 common shares of Caspian Energy Inc., a British Columbia corporation (the “ CEI Shares ”), evidenced by stock certificate number GS.29 issued in the name of Pacific Energy Development Corp., a wholly-owned subsidiary of PEDEVCO;

WHEREAS , PEDEVCO is a borrower of certain funds under that certain Note and Security Agreement, dated April 10, 2014, as amended to date (the “ RJC Junior Note ”), entered into by and between PEDEVCO and RJ Credit LLC, a Delaware limited laity company and affiliate of GGE (“ RJC ”);

WHEREAS , PEDEVCO desires to amend the RJC Junior Note to extend the “Termination Date” thereof, and to make certain additional changes, as set forth in an Amendment No. 2 to Note and Security Agreement (the “ RJC Junior Note Amendment ”), to be entered into by and between PEDEVCO and RJC on or about the Effective Date;

WHEREAS , as partial consideration for RJC agreeing to enter into the RJC Junior Note Amendment, PEDEVCO desires to grant to GGE under certain circumstances the right to cause PEDEVCO or its nominee(s) to transfer to GGE all (100%) of the CEI Shares (the “ Option Shares ”) upon the terms and conditions set forth herein.

NOW, THEREFORE , in consideration of the mutual covenants herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Call Option . From and after the Effective Date to and including May 12, 2019 (the “ Option Period ”), upon delivery by GGE of a Call Notice (as defined in Section 2) to PEDEVCO (the “ Call ”), PEDEVCO hereby agrees, or agrees to cause its nominee(s), to sell, assign and convey to GGE and GGE hereby agrees to purchase and accept from PEDEVCO or such nominee(s), for a purchase price of $100,000 (the “ Purchase Price ”) payable by GGE to PEDEVCO, the Option Shares. During the Option Period, PEDEVCO shall not transfer or assign the Option Shares without GGE’s prior written consent.

2. Call Notice . GGE may, at any time during the Option Period, deliver to PEDEVCO a written notice electing to have PEDEVCO or its nominee(s) consummate the Call (the “ Call Notice ”). Such Call Notice shall include a reference to a closing date for the Call (such date being not be more than 10 days after that date of the Call Notice and being referred to as the “ Call Date ”). Any Call Notice provided by GGE may be withdrawn at any time prior to the Call Date.

3. Delivery of Option Shares . On the Call Date set forth in the Call Notice and upon delivery by GGE to PEDEVCO of the Purchase Price, PEDEVCO shall, or shall cause it nominee(s) to, transfer and assign to GGE, or as GGE shall direct, the Option Shares, in free of all Liens. In the event contractual lockups, the Exercise Limitations (as described in Section 4 herein), or applicable law or regulation restricts PEDEVCO’s ability to transfer and assign the Option Shares to GGE, the Call Date shall be extended to the such date as the transfer and assignment of the Option Shares may be consummated in accordance with such contractual lockups, applicable law or regulations.

4 . Exercise Limitations . The Company shall not effect any exercise of the Call, and a Holder shall not have the right to exercise any portion of this Agreement to the extent that after giving effect to such Delivery after exercise as set forth on the applicable Call Notice, GGE (together with GGE’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). The “ Beneficial Ownership Limitation ” shall be 9.99% of the number of shares of the Common Stock outstanding in CEI. GGE, upon not less than 61 days’ prior notice to PEDEVCO, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 4, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock of CEI and the provisions of this Section 4 shall continue to apply. Any such increase or decrease will not be effective until the 61 st day after such notice is delivered to PEDEVCO. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 4 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Agreement.

4. Modification . This Agreement, together with any and all documents executed concurrently herewith or referred to herein, contains the entire understanding among the parties and supersedes any and all prior agreements among them, and no modification, alteration or change in the terms hereof shall be effective unless same shall be in writing and signed by all of the parties hereto.

5. Assignment . PEDEVCO shall not assign its rights or obligations under this Agreement without the consent of GGE, which consent may be withheld in the sole discretion of GGE. GGE may assign it rights and obligations under this Agreement without the consent of PEDEVCO.

6. Further Assurances . The parties hereto each agree to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to implement the transactions contemplated by this Agreement.

7. Severability . In the event that any one or more of the provisions contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the parties shall negotiate in good faith with a view to the substitution therefor of a suitable and equitable solution in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid provision, provided, however, that the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be in any way impaired thereby, it being intended that all of the rights and privileges of the parties hereto shall be enforceable to the fullest extent permitted by law.

8. Notices . All notices, consents, waivers and other communications under this Agreement must be in writing and will be deemed to have been duly given when (a) delivered by hand (with written confirmation of receipt), (b) sent by facsimile (with written confirmation of receipt), provided that a copy is mailed by registered mail, return receipt requested, or (c) when received by the addressee, if sent by a nationally recognized overnight delivery service (receipt requested), in each case to the address for such party for notices under the Purchase Agreement (or to such other address as a party may designate by written notice to the other parties).

9. Expenses . Each of the parties shall bear all costs and expenses (including the fees and disbursements of legal counsel, brokers, financial and tax advisers, consultants and accountants) incurred in connection with this Agreement.

10. Public Disclosure . GGE agrees and acknowledges that PEDEVCO shall be required to, and shall, publicly disclose the entry into this Agreement, and the transactions contemplated hereby, in its public filings with the United States Securities and Exchange Commission and related public disclosures.

11. Entire Agreement . This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, negotiations and discussions relating to the subject matter thereof, whether oral or written. There are no representations, warranties, covenants, conditions or other agreements, express or implied, collateral, statutory or otherwise, between the parties relating to the subject matter hereof except as specifically set forth in this Agreement. Neither of the parties has relied or is relying on any other information, discussion or understanding in entering into and completing the transactions contemplated in this Agreement.

12. Amendments . This Agreement may only be amended, supplemented or otherwise modified by written agreement between the PEDEVCO and GGE.

13. Waiver . No waiver of any of the provisions of this Agreement shall be deemed to constitute a waiver of any other provision (whether or not similar), nor shall such waiver constitute a waiver or continuing waiver unless otherwise expressly provided in writing duly executed by the party to be bound thereby.

14. Severability . If any provision of this Agreement is determined by a court of competent jurisdiction to be illegal, invalid or unenforceable, that provision shall be severed from this Agreement and the remaining provisions shall continue in full force and effect, without amendment.

15. Assignments . This Agreement shall become effective when executed by the parties and thereafter shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

16. Governing Law . This Agreement shall be governed by and interpreted, construed and enforced in accordance with the laws of the State of California, without regard to conflict of law principles and each of the parties irrevocably attorns and submits to the non-exclusive jurisdiction of the courts of the State of California.

17. Counterparts . This Agreement may be executed in any number of separate counterparts (including by facsimile or other electronic means) and all such signed counterparts shall together constitute one and the same agreement.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

	GOLDEN GLOBE ENERGY (US), LLC By: /s/ David Steinberg Name: David Steinberg Title: Authorized Signatory

	PEDEVCO CORP. By: /s/ Michael L. Peterson Name: Michael L. Peterson Title: President

Pacific Energy Development Announces $25.96 million Debt Financing,

Restructuring of Existing Debt and GOM Merger Update

Danville, CA, May 17, 2016 – PEDEVCO Corp. d/b/a Pacific Energy Development (NYSE MKT: PED) (the “ Company ”) announced today that on May 12, 2016, the Company closed a new $25.96 million delayed draw term loan facility with investors affiliated with certain of the Company’s existing senior lenders, which funds shall be primarily used for funding the development of new wells within the Company’s DJ Basin oil and gas properties. At closing, the Company made an initial draw of approximately $6.4 million to fund drilling and completion costs related to the Company’s recently acquired interests in 8 wells located in the Wattenberg Area of Weld County, Colorado, as previously disclosed by the Company, and to pay transaction-related closing costs and certain accrued interest amounts and outstanding accounts payable. In addition, the Company restructured its previously outstanding senior debt, capitalizing all accrued and unpaid interest to date and extending the maturity to June 11, 2019 with no payments due until after the new senior notes have been paid off.

Commenting on these matters, Mr. Michael Peterson, the Company’s President and Chief Executive Officer, stated: "We are very excited about completing the acquisition of these 8 new wells that will bring an immediate increase in cash flow and, in conjunction with the restructuring of our debt, should provide the Company with a long runway that we believe will allow us to move forward with our development plans, grow the asset base and drive shareholder value.” Mr. Peterson continued, “This transaction highlights the good relationship we have with our senior lenders and the confidence they have in our assets, the Company’s senior management team, and the exciting potential future growth of the Company."

GOM Merger Update

The Company continues to move forward with its pending business combination with GOM Holdings, LLC (“GOM”), which transaction was originally announced on December 30, 2015. In addition to the previously announced 2-well redevelopment plan of one of GOM’s assets, GOM has recently identified 6 new well recompletion projects that, with a relatively modest net capital expenditure, are anticipated to generate in excess of $1.5 million in incremental cash flow to GOM per month when successfully completed. GOM plans to complete these recompletions in 2016, subject to availability of capital.

The Company plans to work with GOM to secure the funding in connection with the Company’s pending business combination with GOM. The Company recently presented these proposed recompletion projects to various financing parties, including the Company’s senior lenders, for funding consideration and they are in the process of conducting technical and financial due diligence. The terms and conditions of the funding have not yet been finalized, nor can there be any assurance that the necessary funding will close. However, given the very strong return on investment that these recompletions are anticipated to provide, the Company believes that a financing partner will be secured.

Commenting on the GOM merger and related recompletion opportunities with GOM, Mr. Peterson stated: "We are excited with the developments at GOM, especially in light of these new recompletion prospects that are expected to give us the opportunity to significantly increase the combined company’s cash flow with a relatively small capital investment. We believe that with this recompletion program, the combined company could produce sufficient additional cash flow to allow the Company to replace its current senior debt with a lower cost reserve-based lending facility. The oil and gas industry has experienced a historic downturn with many companies not being able to survive. We are grateful to have weathered the storm and are enthusiastic with the opportunities that the current environment provides that we believe will allow the Company to strategically grow and to increase shareholder value. We look forward to moving quickly on closing this transaction with GOM during the third quarter of this year.”

About Pacific Energy Development (PEDEVCO Corp.)

PEDEVCO Corp, d/b/a Pacific Energy Development (NYSE MKT: PED), is a publicly-traded energy company engaged in the acquisition and development of strategic, high growth energy projects, including shale oil and gas assets, in the United States. The Company’s principal asset is its D-J Basin Asset located in the D-J Basin in Colorado. Pacific Energy Development is headquartered in Danville, California, with an operations office in Houston, Texas.

Cautionary Statement Regarding Forward Looking Statements

All statements in this press release that are not based on historical fact are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and the provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. While management has based any forward-looking statements contained herein on its current expectations, the information on which such expectations were based may change. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of risks, uncertainties, and other factors, many of which are outside of the Company's control, that could cause actual results to materially differ from such statements. Such risks, uncertainties, and other factors include, but are not necessarily limited to, those set forth under Item 1A "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2015. The Company operates in a highly competitive and rapidly changing environment, thus new or unforeseen risks may arise. Accordingly, investors should not place any reliance on forward-looking statements as a prediction of actual results. The Company disclaims any intention to, and undertakes no obligation to, update or revise any forward-looking statements. Readers are also urged to carefully review and consider the other various disclosures in the Company's public filings with the SEC.

Important Information

In connection with the proposed business combination between PEDEVCO Corp. (" PEDEVCO ") and GOM Holdings, LLC (" GOM "), PEDEVCO currently intends to file a proxy statement with the SEC to seek approval for the Shareholder Approval defined and described above. This communication is not a substitute for any proxy statement or other document PEDEVCO may file with the SEC in connection with the Shareholder Approval. Prospective investors are urged to read the proxy statement when filed as it will contain important information. Any definitive proxy statement(s) (if and when available) will be mailed to stockholders of PEDEVCO. Prospective investors may obtain free copies of the proxy statement, when filed, as well as other filings containing information about PEDEVCO, without charge, at the SEC's website (www.sec.gov). Copies of PEDEVCO's SEC filings may also be obtained from PEDEVCO without charge at PEDEVCO’s website (www.pacificenergydevelopment.com) or by directing a request to PEDEVCO at (855) 733-3826.

Participants in Solicitation

PEDEVCO and its directors and executive officers and other members of management and employees are potential participants in the solicitation of proxies in respect of the Shareholder Approval. Information regarding PEDEVCO's directors and executive officers is available in PEDEVCO's Annual Report on Form 10-K for the year ended December 31, 2015, filed with the SEC on March 29, 2016. Additional information regarding the interests of such potential participants will be included in the proxy statement to be filed with the SEC by PEDEVCO in connection with the Shareholder Approval and in other relevant documents filed by PEDEVCO with the SEC. These documents can be obtained free of charge from the sources indicated above. Additional information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC when they become available.

Contacts

Pacific Energy Development

1-855-733-3826

PR@pacificenergydevelopment.com