PEDEVCO CORP (Form: 8-K, Received: 08/01/2018 17:31:52)

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 (Date of Earliest Event Reported): July 30, 2018

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.)

1250 Wood Branch Park Dr., Suite 400

Houston, Texas 77079

(Address of principal executive offices)

(855) 733-3826

(Issuer’s telephone number)

4125 Blackhawk Plaza Circle, Suite 201

Danville, California 94506

(Former name or former address, if changed since last report)

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):

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

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

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry Into a Material Definitive Agreement.

Convertible Notes

On August 1, 2018, PEDEVCO Corp. (the “ Company ”, “ PEDEVCO ”, “ we ” and “ us ”) raised $23,600,000 through the sale of $23,600,000 in Convertible Promissory Notes (the “ Convertible Notes ”). A total of $22,000,000 in Convertible Notes was purchased by SK Energy LLC (“ SK Energy ”), a company wholly-owned by our Chief Executive Officer and director, Dr. Simon Kukes; $200,000 in Convertible Notes was purchased by an executive officer of SK Energy; $500,000 in Convertible Notes was purchased by a trust affiliated with John J. Scelfo, a director of the Company; and $500,000 in Convertible Notes was purchased by an entity affiliated with Ivar Siem, our director, and J. Douglas Schick, who was appointed as the President of the Company on August 1, 2018, as discussed below in Item 5.02 ; and $400,000 in Convertible Notes were purchased by unaffiliated parties.

The Convertible Notes accrue interest monthly at 8.5% per annum, which interest is payable on the maturity date unless otherwise converted into our common stock as described below.

The Convertible Notes and all accrued interest thereon are convertible into shares of our common stock, from time to time following the determination of the VWAP Price (as defined below), at the option of the holders thereof, at a conversion price equal to the greater of (x) $0.10 above the greater of the book value of the Company’s common stock and the closing sales price of the Company’s common stock on the date the Convertible Notes were entered into (the “ Book/Market Price ”) (which was $2.03 per share); (y) $1.63 per share; and (z) the VWAP Price, defined as the volume weighted average price (calculated by aggregate trading value on each trading day) of the Company’s common stock for the 20 trading days subsequent to, but not including, the date that this Current Report on Form 8-K is filed with the Securities and Exchange Commission.

The conversion of the SK Energy Convertible Note is subject to a 49.9% conversion limitation (for so long as SK Energy or any of its affiliates holds such note), which prevents the conversion of any portion thereof into common stock of the Company if such conversion would result in SK Energy beneficially owning (as such term is defined in the Securities Exchange Act of 1934, as amended)(“ Beneficially Owning ”) more than 49.9% of the Company’s outstanding shares of common stock.

The conversion of the other Convertible Notes is subject to a 4.99% conversion limitation, at any time such note is Beneficially Owned by any party other than (i) SK Energy or any of its affiliates (which is subject to the separate conversion limitation described above); (ii) any officer of the Company; (iii) any director of the Company; or (iv) any person which at the time of obtaining Beneficial Ownership of the Convertible Note beneficially owns more than 9.99% of the Company’s outstanding common stock or voting stock (collectively (ii) through (iv), “ Borrower Affiliates ”). The Convertible Notes are not subject to a conversion limitation at any time they are owned or held by Borrower Affiliates.

The Convertible Notes are due and payable on August 1, 2021, but may be prepaid at any time, without penalty. The Convertible Notes contain standard and customary events of default and upon the occurrence of an event of default, the amount owed under the Convertible Notes accrues interest at 10% per annum.

The terms of the Convertible Notes may be amended or waived and such amendment or waiver shall be applicable to all of the Convertible Notes with the written consent of Convertible Note holders holding at least a majority in interest of the then aggregate dollar value of Convertible Notes outstanding.

Hunter Oil Purchase and Sale Agreement and Stock Purchase Agreement

On August 1, 2018, PEDCO entered into a Purchase and Sale Agreement with Milnesand Minerals Inc., a Delaware corporation, Chaveroo Minerals Inc., a Delaware corporation, Ridgeway Arizona Oil Corp., an Arizona corporation (“ RAOC ”), and EOR Operating Company, a Texas corporation (“ EOR ”)(collectively “ Seller ”)(the “ Purchase Agreement ”). Pursuant to the Purchase Agreement, we (through our wholly-owned subsidiary Pacific Energy Development Corp. (“ PEDCO ”) ) agreed to acquire certain oil and gas assets described in greater detail below (the “ Assets ”) from the Sellers in consideration for $18,500,000 (of which $500,000 is to be held back to provide for potential indemnification of PEDCO under the Purchase Agreement and Stock Purchase Agreement (described below), with one-half ($250,000) to be released to Seller 90 days after closing and the balance ($250,000) to be released 180 days after closing (provided that if a court of competent jurisdiction determines that any part of the amount withheld by PEDCO subsequent to 180 days after closing was in fact due to the Seller, PEDCO is required to pay Seller 200%, instead of 100%, of the amount so retained). The effective date of the acquisition of the Assets is scheduled to be September 1, 2018. The purchase price is subject to adjustment: (a) to reflect expenditures by Seller which are attributable to the Assets after the effective time of the transaction (upwards); (b) proceeds attributable to the sale of hydrocarbons received by the Seller that are attributable to the Assets after the effective time of the transaction (downward if received by the Seller); (c) discrepancies in the title of the Assets (downward); (d) the value of hydrocarbons in tanks at the effective time of the transaction (upward); and (e) certain other adjustments as described in greater detail in the Stock Purchase Agreement (as defined below), subject to a maximum aggregate downward adjustment of 15% of the aggregate purchase price for adjustments relating to the title of the Assets.

In connection with our entry into the Purchase Agreement, we paid $500,000 into escrow as a deposit towards the acquisition of the Assets (the “ Deposit ”). The Purchase Agreement contains customary representations and warranties of the parties, and indemnification requirements (subject to a $25,000 aggregate minimum threshold and a $1,000,000 cap as to each of buyer and seller). The closing of the acquisition contemplated by the Purchase Agreement is anticipated to occur on August 31, 2018, with an effective date of September 1, 2018, subject to the closing conditions set forth in the Purchase Agreement, including receipt of Hunter Oil Corp. shareholder approval, the ultimate parent company of each of the Sellers. Either party may terminate the Purchase Agreement in the event the closing has not occurred by August 31, 2018, and the failure to close was not a result of the breach of the agreement by the terminating party. In the event the Purchase Agreement is terminated for any reason other than the material breach of the Purchase Agreement by PEDCO or PEDCO’s failure to comply with its obligations under the Purchase Agreement, the Deposit is required to be returned to PEDCO. The Purchase Agreement allows PEDCO to audit the revenues and expenses of the Seller attributable to the Assets for the period of three years prior to the closing, among other things, and requires the Seller to provide assistance to PEDCO in connection with such audit for the first 180 days following closing (with such Seller’s reasonable costs associated with such audit being reimbursed by PEDCO at the rate of 150% of such costs).

The Assets represent approximately 23,000 net leasehold acres, current operated production, and all of Seller’s leases and related rights, oil and gas and other wells, equipment, easements, contract rights, and production (effective as of the effective date) as described in the Purchase Agreement. The Assets are located in the San Andres play in the Permian Basin situated in west Texas and eastern New Mexico, with all acreage and production 100% operated and substantially all acreage held by production.

Also on August 1, 2018, PEDCO entered into a Stock Purchase Agreement with Hunter Oil Production Corp. (“ Hunter Oil ”). Pursuant to the Stock Purchase Agreement, PEDCO agreed to acquire all of the stock of RAOC and EOR (the “ Acquired Companies ”) for a net of $500,000 (an aggregate purchase price of $2,815,636, less $2,315,636 in restricted cash which the Acquired Companies are required to maintain as of the closing date). The Stock Purchase Agreement contains customary representations and warranties of the parties, post-closing adjustments, and indemnification requirements requiring Hunter Oil to indemnify us for certain items (subject to the $25,000 aggregate minimum threshold and $1,000,000 cap provided for in the Purchase Agreement) and us to indemnify Hunter Oil for certain items (which requirement does not include a threshold or cap). The closing of the acquisition contemplated by the Stock Purchase Agreement is anticipated to close on August 31, 2018, subject to the closing of the transactions contemplated by the Purchase Agreement (described above), and simultaneously therewith.

Condor Acquisition

On August 1, 2018, Red Hawk Petroleum, LLC, our wholly-owned subsidiary (“ Red Hawk ”) entered into a Membership Interest Purchase Agreement (the “ Membership Purchase Agreement ”) with MIE Jurassic Energy Corporation (“ MIEJ ”). Pursuant to the Membership Purchase Agreement, MIEJ sold Red Hawk 100% of the outstanding membership interests of Condor Energy Technology LLC (“ Condor ”) in consideration for $545,000. Condor owns approximately 2,340 net leasehold acres, 100% held by production (HBP), located in Weld and Morgan Counties, Colorado, with four operated producing wells. The Membership Purchase Agreement contains customary representations and warranties and provides that, as of the August 1, 2018 effective date, Red Hawk will assume responsibility for all costs, expenses and obligations outstanding and unpaid that are attributable to the properties as of the effective date and thereafter, and Red Hawk will also be entitled to all income and revenues received by Condor that are attributable to the properties, even if received by Condor with respect to oil and gas production prior to the effective date.

The Company previously owned 20% of Condor through PEDCO, along with MIEJ, which then held 80% of Condor, until February 19, 2015, when we and PEDCO entered into a Settlement Agreement (the “ MIEJ Settlement Agreement ”) with MIEJ, whereby, among other things, PEDCO sold its full 20% interest in Condor to MIEJ. Additionally, until June 25, 2018, when such amount was repaid pursuant to a Debt Repayment Agreement (described in greater detail in the Current Report on Form 8-K which we filed with the Securities and Exchange Commission on June 25, 2018), we owed approximately $6.4 million to MIEJ pursuant to the terms of a Secured Subordinated Promissory Note (the “ MIEJ Note ”).

* * * * * * * * *

The foregoing description of the Convertible Notes, Purchase Agreement and Stock Purchase Agreement and Membership Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Convertible Notes, Purchase Agreement and Stock Purchase Agreement, and Membership Purchase Agreement, copies of which are attached as Exhibit 10.1 , 2.1 , 10.2 and 10.3 , 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.

The disclosures in Item 1.01 above regarding the Convertible Notes are incorporated by reference in this Item 2.03 in their entirety.

Item 3.02 Unregistered Sales of Equity Securities.

We claim an exemption from registration for the issuance and sale of the Convertible Notes described above pursuant to Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act of 1933, as amended (“ Securities Act ”), since the foregoing issuances did not involve a public offering, the recipients were “ accredited investors ” and/or had access to similar information as would be included in a Registration Statement under the Securities Act. The securities were offered without any general solicitation by us or our representatives. No underwriters or agents were involved in the foregoing issuances and we paid no underwriting discounts or commissions. The securities are subject to transfer restrictions, and the certificates evidencing the securities contain an appropriate legend stating that such securities have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption therefrom. The securities were not registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.

Up to a total of 11,079,812 shares of common stock of the Company are issuable upon the conversion of the principal amount of the Convertible Notes, based on a Conversion Price equal to $2.13 per share, which is $0.10 above the $2.03 per share Book/Market Price on August 1, 2018, which conversion price is subject to upward adjustment in connection with the calculation of the final VWAP Price as discussed above subsequent to the date hereof.

Item 4.01 Changes in Registrant’s Certifying Accountant

Effective July 1, 2018, GBH CPAs, PC (“ GBH ”), an independent registered public accounting firm, combined its practice with Marcum, LLP (“Marcum”). As a result, GBH effectively resigned as the independent registered public accounting firm of the Company and Marcum, as the successor-in-interest to GBH, became the Company’s independent registered public accounting firm. The engagement of Marcum was approved by the Audit Committee of the Company’s Board Directors on July 30, 2018, effective as of July 1, 2018.

Pursuant to applicable rules, the Company makes the following additional disclosures:

(a) GBH’s reports on the consolidated financial statements of the Company as of and for the fiscal years ended December 31, 2017 and 2016 did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except that such reports contained explanatory paragraphs in respect to uncertainty as to the Company’s ability to continue as a going concern.

(b) During the fiscal years ended December 31, 2017 and 2016 and through July 30, 2018, there were no disagreements with GBH on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which if not resolved to GBH’s satisfaction would have caused it to make reference thereto in connection with its reports on the financial statements for such years. During the fiscal years ended December 31, 2017 and 2016 and through July 30, 2018, there were no events of the type described in Item 304(a)(1)(v) of Regulation S-K.

(c) During the fiscal years ended December 31, 2017 and 2016 and through July 30, 2018, the Company did not consult with Marcum with respect to any matter whatsoever including without limitation with respect to any of (i) the application of accounting principles to a specified transaction, either completed or proposed; (ii) the type of audit opinion that might be rendered on the Company’s financial statements; or (iii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K) or an event of the type described in Item 304(a)(1)(v) of Regulation S-K.

The Company has provided GBH with a copy of the foregoing disclosure and requested that it furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made therein. A copy of such letter, dated July 30, 2018, is filed as Exhibit 16.1 to this Report.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 1, 2018, the Board of Directors of the Company appointed J. Douglas Schick as the President of the Company. Effective as of the appointment of Mr. Schick, Frank C. Ingriselli stepped down as President of the Company, provided that Mr. Ingriselli continues to serve as the Chairman of the Board of Directors of the Company, as an advisor to the Chief Executive Officer, and as an employee of the Company pursuant to that certain Executive Employment Agreement, dated May 10, 2018, entered into by and between PEDCO and Mr. Ingriselli, as amended to date.

On August 1, 2018, in connection with his appointment as President of the Company, we entered into an offer letter with J. Douglas Schick (the “ Offer Letter ”). Pursuant to the Offer Letter, Mr. Schick agreed to serve as President of the Company on an at-will basis; the Company agreed to pay Mr. Schick $20,833 per month and that Mr. Schick is eligible for an annual bonus in the discretion of the Company totaling up to 40% of his then current salary and may also receive grants of restricted stock and options in the Board of Directors’ sole discretion. Mr. Schick’s employment may be terminated by him or the Company with 30 days prior written notice. In the event Mr. Schick’s employment with the Company is terminated by the Company without “ Cause ,” the Company will (a) pay Mr. Schick an amount equal to twelve (12) months of his then-current annual base salary, and (b) immediately accelerate by twelve (12) months the vesting of all outstanding Company restricted stock and options exercisable for Company capital stock held by Mr. Schick. For purposes of the Offer Letter, “ Cause ” means Mr. Schick’s (1) conviction of, or plea of nolo contendere to, a felony or any other crime involving moral turpitude; (2) fraud on or misappropriation of any funds or property of the Company or any of its affiliates, customers or vendors; (3) act of material dishonesty, willful misconduct, willful violation of any law, rule or regulation, or breach of fiduciary duty involving personal profit, in each case made in connection with his responsibilities as an employee, officer or director of the Company and which has, or could reasonably be deemed to result in, a material adverse effect upon the Company; (4) illegal use or distribution of drugs; (5) willful material violation of any policy or code of conduct of the Company; or (6) material breach of any provision of the Offer Letter or any other employment, non-disclosure, non-competition, non-solicitation or other similar agreement executed by him for the benefit of the Company or any of its affiliates, all as reasonably determined in good faith by the Board of Directors of the Company. However, an event that is or would constitute “ Cause ” shall cease to be “ Cause ” if he reverses the action or cures the default that constitutes “ Cause ” within 10 days after the Company notifies him in writing that Cause exists.

The Offer Letter contains standard confidentiality provisions; a standard non-compete restriction prohibiting Mr. Schick from competing against the Company during the term of his employment and for one year thereafter in connection with any directly competitive enterprise, commercial venture, or project involving petroleum exploration, development, or production activities in the same geographic areas as the Company’s activities or doing business with the Company during the six-month period before the termination of his employment, with certain exceptions; and a non-solicitation provision prohibiting him from inducing or attempting to induce any employee of the company from leaving their employment with the Company and/or attempting to induce any consultant, service provider, customer or business relation of the Company from terminating their relationship with the Company during the term of his employment and for one year thereafter.

The foregoing description of the Offer Letter does not purport to be complete and is qualified in its entirety by reference to the Offer Letter, a copy of which is attached as Exhibit 10.4 to this Current Report on Form 8-K and incorporated herein by reference.

Effective August 1, 2018, John J. Scelfo was appointed as Chairman of the Audit Committee of the Company, replacing Adam McAfee, who remains on the committee as a member thereof.

Item 7.01 Regulation FD Disclosure.

The Company issued a press release on August 1, 2018 regarding the matters discussed in Items 1.01 , 2.03, 3.02 and 5.02 above . A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein.

Item 8.01 Other Events.

Effective August 1, 2018, the Company (a) changed its principal place of business from 4125 Blackhawk Plaza Circle, Suite 201, Danville, California 94506 to 1250 Wood Branch Park Dr., Suite 400, Houston, Texas 77079, and (b) hired five (5) new employees in its Houston office.

The Company has scheduled its 2018 Annual Meeting of Stockholders to be held on Thursday, September 27, 2018 at 10:00 a.m. local time at PEDEVCO Corp.’s new corporate office located at 1250 Wood Branch Park Dr., Houston, Texas 77079. The record date for determination of stockholders entitled to vote at the meeting, and any adjournment thereof, is planned to be set on or around the close of business on August 9, 2018. More information regarding the Company's 2018 Annual Meeting of Stockholders will be disclosed in the Company's proxy statement which the Company plans to file with the Securities and Exchange Commission shortly after the record date.

To be timely, pursuant to the Company's Bylaws, as amended, and Rule 14a-8 of the Securities Exchange Act of 1934, as amended, any notice of business or nominations with respect to the 2018 Annual Meeting of Stockholders must be received by the Company at its principal executive offices at 1250 Wood Branch Park Dr., Suite 400, Houston, Texas 77079, Attention: Corporate Secretary by no later than 5:00 p.m., Central Time, on August 11, 2018. Any such stockholder proposal must be submitted and must comply with the applicable rules and regulations of the Securities and Exchange Commission, including Rule 14a-8 of the Securities Exchange Act of 1934, as amended, and the Company's Bylaws, as amended.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description

2.1 *#		Purchase and Sale Agreement dated August 1, 2018, by and between Milnesand Minerals Inc., Chaveroo Minerals Inc., Ridgeway Arizona Oil Corp., and EOR Operating Company, as sellers and Pacific Energy Development Corp., as purchaser
10.1 *		Form of Convertible Promissory Note between PEDEVCO Corp., as borrower and various lenders (including SK Energy LLC), dated August 1, 2018
10.2 *#		Stock Purchase Agreement dated August 1, 2018, by and between Pacific Energy Development Corp. and Hunter Oil Production Corp.
10.3 *#		Membership Interest Purchase Agreement dated August 1, 2018, by and between Pacific Energy Development Corp., as buyer, and MIE Jurassic Energy Corporation, as seller
10.4 *		Offer Letter with J. Douglas Schick as President dated August 1, 2018
16.1 *		Letter dated July 30, 2018 from GBH CPAs, PC to the Securities and Exchange Commission
99.1 **		Press Release dated August 1, 2018

* Filed herewith.

** Furnished herewith.

# Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the Securities and Exchange Commission upon request; provided, however that PEDEVCO Corp. may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedule or exhibit so furnished.

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.

Date: August 1, 2018	By:	/s/ Dr. Simon Kukes
		Dr. Simon Kukes
		Chief Executive Officer

EXHIBIT INDEX

Exhibit No.		Description

2.1 *#		Purchase and Sale Agreement dated August 1, 2018, by and between Milnesand Minerals Inc., Chaveroo Minerals Inc., Ridgeway Arizona Oil Corp., and EOR Operating Company, as sellers and Pacific Energy Development Corp., as purchaser
10.1 *		Form of Convertible Promissory Note between PEDEVCO Corp., as borrower and various lenders (including SK Energy LLC), dated August 1, 2018
10.2 *#		Stock Purchase Agreement dated August 1, 2018, by and between Pacific Energy Development Corp. and Hunter Oil Production Corp.
10.3 *#		Membership Interest Purchase Agreement dated August 1, 2018, by and between Pacific Energy Development Corp., as buyer, and MIE Jurassic Energy Corporation, as seller
10.4 *		Offer Letter with J. Douglas Schick as President dated August 1, 2018
16.1 *		Letter dated July 30, 2018 from GBH CPAs, PC to the Securities and Exchange Commission
99.1 **		Press Release dated August 1, 2018

* Filed herewith.

** Furnished herewith.

Exhibit 2.1

PURCHASE AND SALE AGREEMENT

This Purchase and Sale Agreement (this “Agreement”) is made as of August 1, 2018 (the “Execution Date”) by and between Milnesand Minerals Inc. , a Delaware corporation, Chaveroo Minerals Inc ., a Delaware corporation, Ridgeway Arizona Oil Corp ., an Arizona corporation, and EOR Operating Company , a Texas corporation (collectively “Seller”), and Pacific Energy Development Corp. (“Purchaser”), a Nevada corporation and wholly-owned subsidiary of PEDEVCO Corp ., a Texas corporation. Seller and Purchaser are sometimes referred to in this Agreement collectively as the “Parties” and individually as a “Party.”

WITNESSETH

WHEREAS, Seller is the owner of the Assets (as defined below); and

WHEREAS, Seller is willing to sell the Assets to Purchaser, and Purchaser is willing to purchase the Assets from Seller, upon the terms and conditions set forth in this Agreement;

WHEREAS, Hunter Oil Production Corp., a Florida corporation (“HOPC”), and Purchaser have entered into that certain Stock Purchase Agreement dated the date hereof (the “Stock Purchase Agreement”);

WHEREAS, to the best of Seller’s knowledge and belief, Ridgeway Arizona Oil Corp. (“RAZO”) and EOR Operating Company (“EOR”), are only operating entities and no longer owner record title ownership in the Assets; however to the extent assets could have inadvertently remained owned by RAZO or EOR, each executes in confirmation and ratification of the purpose of the Agreement which is place record title ownership of the Assets in Purchaser;

WHEREAS, Purchaser, Seller and Doherty & Doherty LLP (the “Escrow Agent”) have entered into that certain Escrow Agreement dated the date hereof (the “Escrow Agreement”);

WHEREAS Purchaser has delivered to Seller support agreements (the “Support Agreements”) executed by holders of at least 51% of the outstanding common shares of Hunter Oil Corp; and

WHEREAS this Agreement, the Stock Purchase Agreement, the Escrow Agreement, and the Support Agreements are collectively referred to as the “Transaction Documents”.

NOW THEREFORE, in consideration of the mutual promises of the Parties contained in this Agreement, the Parties agree as follows:

ARTICLE I

PURCHASE AND SALE

1.1 Agreement to Sell and Purchase . Subject to the terms and conditions of this Agreement, Purchaser agrees to purchase the Assets from Seller, and Seller agrees to sell, transfer and assign the Assets to Purchaser, as of the Effective Time, subject to the terms and conditions of this Agreement, as set forth below.

1.2 The Assets . The term “Assets” shall mean all Seller’s right, title and interests in:

A. The oil and gas leases, subleases and other leaseholds, interests in fee, carried interests, reversionary interests, net profits interests, royalty interests, forced pooled interests, overriding royalty interests, mineral interests and other property and interests more fully described in Exhibit A, to the extent such interests cover the lands described in Exhibit A, and all rights incident thereto and derived therefrom, together with all rights, benefits and powers conferred upon the holder thereof with respect to the use and occupation of the lands covered thereby (the “Leases”).

B. The wells and units (including any drillable locations (PUDs)) more fully described on Exhibit B (the “Wells”) and all lease and surface equipment, flowlines, pipelines and appurtenant thereto used or held for use in connection with the operation or production of the Assets, and all personal property, fixtures, plants, improvements, joint accounts, easements, rights-of-way and appurtenances used or related to the Wells or the Leases.

C. Operating agreements, pooling and unitization agreements, declarations of pooling or unitization, communitization agreements, pooling orders, farmout and farmin agreements, exploration agreements, area of mutual interest agreements, participation agreements, assignments, oil sales contracts, gas sales, gas processing, gas gathering, and transportation agreements, surface leases, rights-of-way, easements, servitudes, permits, licenses, and other instruments and agreements pertaining to the Leases or the Wells (the “Existing Contracts”).

D. Without limiting the foregoing, all other right, title and interest of Seller of whatever kind or character, whether legal or equitable, vested or contingent, in and to the oil, gas and other minerals in and under or that may be produced from or attributable to the lands described in Exhibit A, including but not limited to all Seller’s oil and gas interests located in Roosevelt and Chaves Counties, New Mexico, whether such interests are specifically described in Exhibit A, and even though such interest of Seller may be incorrectly described in or omitted from Exhibit A.

E. All files, records and data relating to the items described in subsections A through E. above including well data, logs, geophysical data, engineering records, title records (including abstracts of title, title opinions, title reports and title curative documents), contracts, correspondence, and all related matters in the possession of Seller (the “Records”).

1.3 Effective Time . Ownership of the Assets shall be transferred from Seller to Purchaser at the Closing, effective as of 12:00 a.m. (New Mexico time) on September 1, 2018 (the “Effective Time”). Seller shall be entitled to any amount realized from and accruing to the Assets prior to the Effective Time, if any, and shall be responsible for the payment of all expenses attributable to the Assets prior to the Effective Time. Purchaser shall be entitled to any amount realized from and accruing to the Assets on or after the Effective Time, and shall be responsible for the payment of all expenses attributable to the Assets on or after the Effective Time.

ARTICLE II

PURCHASE PRICE

2.1

Determination of Adjusted Purchase Price . The purchase price for the Assets shall be $18,500,000 (the “Purchase Price”). The Purchase Price shall be allocated between the Leases as set forth in Exhibit C (each an “Allocated Value”) with no value being allocated to the Wells for purposes of the adjustments to the Purchase Price provided for in this Article II.

The Purchase Price herein shall not be adjusted upward except as permitted for Total Purchase Price as defined and covered by Section 4.1(a) of the Stock Purchase Agreement. The Purchase Price herein shall be adjusted downward by the following:

An amount equal to the value of all uncured Title Defects, in accordance with Section 3.4 below, to a maximum of 15% of the Purchase Price.

An amount equal to the value of any Asset excluded from this Agreement pursuant to Section 6.2 below.

2.2 Deposit . Contemporaneously with the execution and delivery of this Agreement, Purchaser shall deposit by wire transfer in same day funds with the Escrow Agent the sum of $500,000 (such amount, together with any interest or other earnings thereon, the “Deposit”) pursuant to the terms of the Escrow Agreement.

2.3 Payment of the Purchase Price . Subject to the following sentence, Purchaser shall pay the Purchase Price, as adjusted pursuant to Section 2.1 above and less the Deposit referred to in Section 2.2 above, to Seller, at Closing.

ARTICLE III

TITLE MATTERS

3.1 Title Examination . As soon as is reasonably practicable after the execution of this Agreement, Seller shall make available to Purchaser all title data in Seller’s possession, or to which Seller has reasonable access, relating to the Assets, including the following:

A. Title opinions, abstracts of title, title status reports, and curative matters;

B. The Existing Contracts;

C. Records relating to the payment of rentals, royalties, shut-in gas royalties, and other payments due under any Lease or Existing Contract;

D. Records relating to filing of returns for or the payment of ad valorem, property, production, severance, excise and other taxes and assessments based on or measured by the ownership of property or the production of hydrocarbons or the receipt of proceeds therefrom; and

E. Ownership reports, maps and surveys.

Purchaser shall be permitted, at its expense, to make copies of any of the title data. Purchaser shall be entitled to perform or cause to be performed, at Purchaser’s expense, such additional title examination as Purchaser deems necessary or appropriate. Seller shall cooperate reasonably with Purchaser in Purchaser’s efforts to examine and clear title.

3.2 Title Warranty . Seller represents and warrants to Purchaser that:

(i)

The actual net mineral acres owned by Seller in each Lease that is given an Allocated Value in Exhibit C is at least the net mineral acres represented in Exhibit A for such Lease;

(ii)

The actual net mineral acres owned by Seller in each Lease that is given an Allocated Value in Exhibit C has no greater royalty and other burdens on production (including overriding royalty interests) than as represented in Exhibit A for such Lease;

(iii)

Seller owns the working interest (without a corresponding increase in net revenue interest) set forth in Exhibit B in each of the Wells;

(iv)

Seller owns no less than the net revenue interest set forth in Exhibit B in each of the Wells; and

(v)

The Assets are free from all liens, mortgages and encumbrances other than Permitted Encumbrances.

“Permitted Encumbrances” shall mean:

(a)

Royalties, overriding royalties, reversionary interests, net profit interests, production payments, carried interests, and other burdens, to the extent that any such burden does not reduce Seller’s net revenue interest below that shown in Exhibit A or Exhibit B, as applicable, or increase Seller’s working interest above that shown in Exhibit A or Exhibit B, as applicable, without a proportionate increase in the net revenue interest;

(b)

The Existing Contracts to the extent that they do not, individually or in the aggregate, reduce Seller's net revenue interest below that shown in Exhibit A or Exhibit B, as applicable, or increase Seller's working interest above that shown in Exhibit A or Exhibit B, as applicable, without a proportionate increase in the net revenue interest;

(c)

Liens for current taxes or assessments not yet delinquent or, if delinquent, being contested in good faith by appropriate actions;

(d)

All rights to consent by, required notices to, filings with, or other actions by any governmental body having jurisdiction in connection with the sale or conveyance of the Assets pursuant to this or to any future transaction if they are not required or not customarily obtained prior to the sale or conveyance;

(e)

Rights of notice or reassignment of a leasehold interest to the holders of such reassignment rights prior to surrendering or releasing such leasehold interest;

(f)

Easements, rights-of-way, servitudes, permits, surface leases and other rights in respect of surface operations, to the extent that they do not (i) reduce Seller's net revenue interest below that shown in Exhibit A or Exhibit B, as applicable, (ii) increase Seller's working interest above that shown in Exhibit A or Exhibit B, as applicable, without a proportionate increase in net revenue interest, or (iii) detract in any material respect from the value of, or interfere in any material respect with the use, ownership or operation of the Assets subject thereto or affected thereby (as currently used, owned and operated) and which would be considered acceptable by a reasonably prudent purchaser engaged in the business of owning and operating oil and gas properties;

(g)

All rights reserved to or vested in any governmental body to control or regulate any of the Assets in any manner, and all obligations and duties under all applicable laws or under any franchise, grant, license or permit issued by any such governmental body;

(h)

All pending approvals and consents for any governmental agency which regulates the Assets in any manner; and

(i)

Any lien, charge, encumbrance, obligation, security interest, irregularity, pledge, or other defect on or affecting the Assets which is discharged by a Seller at or prior to Closing.

The transfer of the Assets by Seller to Purchaser shall be by warranty of title, by, through and under Seller, but not otherwise.

3.3 Notice of Title Defects . Purchaser shall notify Seller in writing as soon as practicable after Purchaser has knowledge thereof of any Title Defect (as defined below), but in no event later than August 15, 2018 (“Defect Date”). All Title Defects not asserted by Purchaser by the Defect Date shall be deemed waived by Purchaser in connection with an adjustment of the Purchase Price at Closing, but shall not affect the special warranty of title contained in the assignment delivered at Closing. A “Title Defect” shall mean (i) any encumbrance, encroachment, irregularity, or other defect that renders any of the title representations and warranties of Section 3.2 untrue; or (ii) the terms and provisions of any of the Leases or the Existing Contracts are not reasonably acceptable to Purchaser in all material respects; but such definition shall not include the Assignments executed on the requisite State and BLM forms of Transfer of Operating and/or Assignments of Record Title which have been filed with the respective regulatory agencies for approval but, due to backlog at the agencies, have not received final approval.

3.4 Remedy for Title Defect . Subject to Section 3.5, Seller shall have the right until Closing to cure a Title Defect to the reasonable satisfaction of Purchaser. For any uncured Title Defect, the Purchase Price shall be reduced as follows:

A. If the Title Defect is based on Seller owning less net mineral acres in any Lease that is given an Allocated Value in Exhibit C than those represented for such Lease in Exhibit A, then the Purchase Price shall be reduced by the product of multiplying the Allocated Value set forth in Exhibit C for such Lease by a fraction the numerator of which is the net acres for such Lease shown on Exhibit A less the actual net mineral acres, and the dominator of which is the net mineral acres shown for such Lease on Exhibit A.

B. If the Title Defect is based on a Lease that is given an Allocated Value in Exhibit C being burdened by a royalty, overriding royalty or other burden on production that in the aggregate is greater than the net revenue burden represented on Exhibit A for such Lease, then the Purchase Price shall be reduced by the product of multiplying the Allocated Value of such Lease set forth in Exhibit C for such Lease by a fraction, the numerator of which is an amount equal to the net revenue interest shown on Exhibit A for such Lease less the decimal share attributable to the Title Defect and the denominator of which is the net revenue interest for such Lease shown on Exhibit A.

C. If the Title Defect is a lien, encumbrance or other charge on the Assets that is liquidated in amount, then the Purchase Price shall be reduced by the amount necessary to be paid to remove that Title Defect but in no event shall the Purchase Price reduction exceed the Allocated Value of the affected Assets.

D. If the Title Defect is due to the terms of a Lease or an Existing Contract not being reasonably acceptable to Purchaser, then the Purchase Price shall be reduced by the amount obtained by deeming the interest affected by the unacceptable Lease or Existing Contract to have complete failure of title, and then calculating the resulting decrease in Net Revenue Interest in the applicable Well in accordance with subparagraph D above for a Well, or subparagraph A above for a non-producing Lease.

In all situations set forth above other than Paragraph D, the Lease or Leases affected by the Title Defect shall be assigned to Purchaser at Closing, excluding the portion of such Lease affected by the Title Defect. In the case of a Title Defect under Paragraph D above, title to the Lease or Leases affected by such Title Defect shall remain in Seller.

3.5 Additional Cure Period and Put Right. At any time until 90 days following Closing Seller shall also have the right (the “Put Right”) to cure a Title Defect to the reasonable satisfaction of Purchaser and to put the unpurchased portion of the Lease that is the subject of the Title Defect to the Purchaser for a purchase price equal to the reduction in the Purchase Price attributable to the Title Defect for that particular Lease. The Seller may exercise this Put Right by providing notice thereof to the Purchaser and the Seller and the Purchaser shall do all further acts and things as are reasonably necessary to complete the transfer in accordance with Section 8.4.

3.6 Assumption of Liability . From and after the Effective Time, Purchaser agrees to and will assume all surface, plugging and abandonment, environmental and all other liability of whatsoever kind and nature as to the Assets whether from ownership, operation, use or contract. Purchaser acknowledges that there may exist obligations to surface owners or tenants of the surface, such as grazing lessees, of the subject lands to negotiate and execute a surface use and compensation agreement in compliance with the New Mexico Surface Owner’s Protection Act, which obligation may include providing notice of Purchaser’s oil and gas operations and non-oil and gas operations. After the Effective Time, SELLER GIVES NO WARRANTY AS TO ITS COMPLIANCE WITH STATE OR FEDERAL GOVERNMENTAL ENTITIES OR REGULATIONS PERTAINING TO ENVIRONMENTAL COMPLIANCE OR PLUGGING LIABILITY AND ADDITIONALLY GIVES NO WARRANTY AS TO THE CONDITION OF THE SURFACE OR OTHER ENVIRONMENTAL LIABILITIES AND PURCHASER ACKNOWLEDGES IT IS ACQUIRING THE ASSETS IN AN EXISTING “AS IS” AND “WHERE IS” CONDITION.

3.7 Indemnification . NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO THE CONTRARY, FROM AND AFTER THE EFFECTIVE TIME PURCHASER AGREES TO AND WILL INDEMNIFY, DEFEND AND HOLD HARMLESS SELLER FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, LOSSES, COSTS AND EXPENSES (INCLUDING COURT COSTS AND REASONABLE ATTORNEYS’ FEES) THAT ARE ATTRIBUTABLE TO (I) ENVIRONMENTAL LIABILITIES ARISING FROM SELLER’S OWNERSHIP, OPERATION, OR USE OF THE ASSETS, (II) PLUGGING AND ABANDONING ALL WELLS NOW OR HEREAFTER LOCATED ON THE LANDS INCLUDED IN THE ASSETS, (III) ANY AND ALL COSTS INCIDENT TO SUCH PLUGGING AND ABANDONMENT, (IV) ANY ASSET RETIREMENT OBLIGATIONS ASSOCIATED WITH THE ASSETS, AND (V) ALL CLAIMS PERTAINING TO THE SURFACE OR ENVIRONMENTAL CLAIMS.. THIS SECTION 3.7 SHALL SURVIVE THE EFFECTIVE TIME. THE DEFENSE, INDEMNIFICATION, HOLD HARMLESS AND RELEASE PROVISIONS PROVIDED FOR IN THIS AGREEMENT SHALL BE APPLICABLE WHETHER OR NOT THE LIABILITIES, COSTS, EXPENSES AND DAMAGES IN QUESTION AROSE OR RESULTED SOLELY OR IN PART FROM THE GROSS, SOLE, ACTIVE, PASSIVE, CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY INDEMNIFIED PARTY. SELLER AND PURCHASER ACKNOWLEDGE THAT THIS STATEMENT COMPLIES WITH THE EXPRESS NEGLIGENCE RULE AND IS CONSPICUOUS.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF SELLER

As of the date of this Agreement and as of Closing, Seller makes to Purchaser the following representations and warranties:

4.1 Existence and Power . Seller has the power and is authorized to enter into and perform this Agreement and the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement by Seller, and the transactions contemplated by this Agreement, will not violate (i) any provision of the organizational documents of Seller, (ii) any material agreement or instrument to which Seller is a party or by which Seller or any of the Assets are bound, (iii) any judgment, order, ruling, or decree applicable to Seller as a party in interest, or (iv) any law, rule or regulation applicable to Seller relating to the Assets. This agreement constitutes a legal, valid and binding obligation of Seller, enforceable in accordance with its terms.

4.2 Brokers . Seller has incurred no obligation or liability for brokers’ or finders’ fees relating to the matters provided for in this Agreement which will be the responsibility of Purchaser, and any such obligation or liability that might exist shall be the sole obligation of Seller.

4.3 Claims and Litigation . There are no legal or administrative proceedings, claims or investigations pending or, to the best of Seller’s knowledge, threatened before any court or administrative body against Seller which, if determined adversely to Seller, would have a material adverse effect on the Assets.

4.4 Lease Administration . All bonuses, rentals, royalties, overriding royalty interests and other payments due pursuant to or under each of the Leases or any applicable Existing Contract have been properly and fully paid and Seller has paid its share of those payments and all development and operating expenses therefore except for such as are being currently paid prior to delinquency in the ordinary course of business.

4.5 Compliance . Seller has complied with the provisions and requirements of all laws, rules, regulations and orders applicable to the Assets.

4.6 Existing Contracts . Schedule 4.6 contains a list of all Existing Contracts. With respect to the Existing Contracts: (i) all Existing Contracts are in full force and effect and are the valid and legally binding obligations of the parties thereto and are enforceable in accordance with their respective terms, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency and similar laws affecting creditor’s rights generally, and by general equitable principles; (ii) Seller is not in breach or default of any of its obligations under any Existing Contract; and (iii) neither Seller nor, to the best of Seller’s knowledge, any other party to any Existing Contract has given or threatened to give notice of any action to terminate, cancel, rescind or procure a judicial reformation of any Existing Contract or any provision thereof.

4.7 Marketing . No hydrocarbons produced from the Assets are subject to a sales agreement (except contracts terminable without penalty by Seller on not more than 30 days’ notice), no entity has any call upon, option to purchase or similar right under any agreement with respect to the Assets or to the production therefrom. Seller has not collected, nor will Seller collect, any proceeds from the sale of hydrocarbons produced from the Assets which are subject to refund. As of the Effective Time, proceeds from the sale of oil, condensate and gas from the Assets were being received by Seller in a timely manner and were not being held in suspense for any reason. Seller has not been nor will Seller be obligated by virtue of any prepayment made under any production sales contract or any other contract containing a “take-or-pay” clause, or under any gas balancing, deferred production or similar arrangement to deliver oil, gas or other minerals produced from or allocated to any of the Assets at some future time without receiving full payment therefor at the time of delivery. There are no gas imbalances between Seller and any third party with respect to the Assets.

4.8 Permits and Governmental Approval . Seller possesses all permits, licenses, certificates, consents, approvals, and other authorizations required by governmental authorities, and has made all required filings with the governmental authorities, including but not limited to the Bureau of Land Management (“BLM”), the New Mexico State Land Office (“SLO”), and the New Mexico Oil Conservation Division (“OCD”), which are necessary for Seller’s ownership and operation of the Assets. Seller, however, expressly makes no warranty or representation regarding the governmental authorities’ consent or approval of pending filings, or the timeliness of obtaining same.

4.9 Preferential Purchase Rights and Consents to Assign . Except for governmental consents and approvals of assignments which approval may be pending or that are customarily obtained after Closing, the Assets are not subject to any consents to assign or preferential rights to purchase.

4.10 AFEs . There are no outstanding Authorities For Expenditures (“AFE”) to drill or rework any well or for capital expenditures with respect to the Assets that have been proposed by any person having authority to do so other than wells already drilled and completed that exceed $5,000 on an 8/8ths basis.

4.11 Equipment . All currently producing Wells and all equipment and facilities on or used in connection therewith are in an operable state of repair adequate to maintain normal operations in accordance with past practices.

4.12 Bankruptcy . There are no bankruptcy, reorganization or receivership proceedings pending against, being contemplated by, or threatened against Seller.

4.13 Taxes . All taxes and assessments based on or measured by the ownership of property comprising the Assets or the production or removal of hydrocarbons or the receipt of proceeds therefrom (including applicable escheatment requirements) have been timely paid when due and are not in arrears.

4.14 Suspended Funds . There are no suspended funds held by Seller in connection with the Assets.

4.15 Accuracy . The factual information contained in the Exhibits to this Agreement was prepared and furnished without intentional misrepresentation or intentional omission of material facts or disclosures.

4.16 Limitations; Cap . The representations and warranties of each Seller set forth above shall survive Closing for a period of two years. Seller shall indemnify Purchaser and its affiliates from any damages resulting from a breach of any representation or warranty pursuant to this Article IV. Seller shall have no liability for any breaches of this Article IV until the aggregate amount of damages suffered as a result of all such breaches exceeds $25,000, in which case indemnification shall be made by Seller including damages up to that amount . The maximum liability of Seller pursuant to this Article IV shall be $1,000,000.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF PURCHASER

As of the date of this Agreement and as of Closing, Purchaser makes to Seller the following representations and warranties:

5.1 Existence and Power . Purchaser has the power and is authorized to enter into and perform this Agreement and the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement by Purchaser, and the transactions contemplated by this Agreement, will not violate (i) any provision of the organizational documents of Purchaser, (ii) any material agreement or instrument to which Purchaser is a party or by which Purchaser is bound, (iii) any judgment, order, ruling, or decree applicable to Purchaser as a party in interest, or (iv) any law, rule or regulation applicable to Purchaser. This Agreement constitutes a legal, valid and binding obligation of Purchaser, enforceable in accordance with its terms.

5.2 Brokers . Purchaser has incurred no obligation or liability for brokers’ or finders’ fees relating to the matters provided for in this Agreement which will be the responsibility of Seller, and any such obligation or liability that might exist shall be the sole obligation of Purchaser.

5.3 Claims and Litigation . There are no legal or administrative proceedings, claims or investigations pending or, to the best of Purchaser’s knowledge, threatened before any court or administrative body against Purchaser which, if determined adversely to Purchaser, would materially affect Purchaser’s ability to consummate the transactions contemplated by the Agreement.

5.4 No Distribution . Purchaser is acquiring the Properties for its own account and not with the intent to make a distribution in violation of the Securities Act of 1933 as amended (and the rules and regulations pertaining thereto) or in violation of any other applicable securities laws, rules or regulations.

5.5 Knowledge and Experience . Purchaser has (and had prior to negotiations regarding the Assets) such knowledge and experience in the ownership and the operation of oil and gas properties and financial and business matters as to be able to evaluate the merits and risks of an investment in the Assets. Purchaser is able to bear the risks of an investment in the Assets and understands the risks of, and other considerations relating to, a purchase of the Assets.

5.6 Limitations; Cap. The representations and warranties of Purchaser set forth in this Article V shall survive Closing for a period of two years. Purchaser shall indemnify Seller and its affiliates from any damages resulting from a breach of any representation or warranty pursuant to this Article V. Purchaser shall have no liability for any breaches of this Article V until the aggregate amount of damages suffered as a result of all such breaches exceeds $25,000, in which case indemnification shall be made by Purchaser including damages up to that amount . The maximum liability of Purchaser pursuant to this Article V shall be $1,000,000.

ARTICLE VI

PRE-CLOSING OBLIGATIONS OF SELLER

6.1 Operations . From the date of this Agreement until Closing (the “Interim Period”), Seller shall consult with Purchaser with respect to all material decisions to be made with respect to the Assets. Seller shall act with respect to the Assets in good faith and in accordance with past practices and the ordinary course of business, shall exercise reasonable diligence in safeguarding and maintaining secure and confidential all geophysical and geological data and confidential reports and data in its possession relating to the Assets, and shall not transfer, sell, or otherwise dispose of any of the Assets without the express written consent of Purchaser other than hydrocarbons produced from the Wells in the ordinary course of business.

6.2 Permissions .

A. During the Interim Period, Seller shall use their commercially reasonable best efforts to obtain all permissions, approvals, consents and waivers of preferential rights of purchase by third parties, federal, state and local governmental authorities, including pending filings with governmental authorities, and others as may be required to consummate the sale contemplated by this Agreement (excluding governmental permissions, approvals, and consent which are customarily obtained after assignment of an oil and gas interest.)

B. If a party from whom a waiver of a preferential right is requested refuses to give such a waiver, Seller shall tender to such party the required interest in the Asset at a price equal to the Allocated Value specified for such Asset in Exhibit C, proportionately reduced if less than the entire Asset must be tendered, and to the extent that such preferential right is exercised by such party, and such interest in such Asset is actually sold to such party, such Asset (or portion thereof) will be excluded from this Agreement and the Purchase Price reduced by the Allocated Value (or portion thereof) for such Asset.

C. If a required consent to assign is not obtained by Seller prior to Closing, Purchaser shall have the option to exclude the applicable Asset (or portion thereof) from this transaction, and if Purchaser so elects, the Purchase Price shall be adjusted downward by the Allocated Value of such Asset (or portion thereof).

ARTICLE VIA

PRE-CLOSING OBLIGATION OF PURCHASER

The Purchaser warrants and covenants to and in favor to the Seller that, no later than the close of business on August 7 th , 2018, it shall have received, and shall hold though to Closing, a cash amount not less than the Purchase Price plus the Stock Purchase Price (as defined in the Stock Purchase Agreement) in clear funds, which sum shall be allocated and irrevocably committed to the funding the Purchaser’s obligations under this Agreement and the Stock Purchase Agreement. The Purchaser shall notify the Seller as soon as it has received these funds.

ARTICLE VII

CLOSING

7.1 Time and Place of Closing . The consummation of the transactions contemplated by this Agreement (the “Closing”) shall occur at 10:00 a.m. (prevailing Pacific Time) on August 31, 2018 or (“Closing Date”) or at such other time, manner and place as the Parties agree, or if mutually agreeable among the Parties, Closing may occur by an exchange of signature pages by facsimile or by electronic image scan transmission in PDF format. The Parties shall use commercially reasonable efforts to cause the conditions to Closing set forth in Sections 7.2 and 7.3 to be satisfied in a timely manner.

7.2 Conditions to Purchaser’s Obligation to Close. The obligations of Purchaser to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver in writing by Purchaser, at or prior to the Closing, of each of the following conditions:

A. The representations and warranties of Seller set forth in this Agreement shall be true and correct in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date (provided that representations and warranties which are confined to a specified date shall speak only as of such date); provided that in the event of a breach of or inaccuracy in the representations and warranties of Seller set forth in this Agreement. Unless otherwise waived by Purchaser, Purchaser shall have received a certificate of Seller to such effect signed by a duly authorized officer.

B. Each covenant and agreement that Seller is required to perform or to comply with pursuant to this Agreement at or prior to the Closing shall have been duly performed and complied with in all material respects and Purchaser shall have received a certificate of Seller to such effect signed by a duly authorized officer.

C. No governmental authority shall have enacted, issued, promulgated, or entered any Order or law which is in effect and has the effect of making illegal or otherwise prohibiting the consummation of the transactions contemplated by this Agreement or would cause any of such transactions to be rescinded following the Closing.

D. Each of the deliveries required to be made to Purchaser pursuant to Section 7.5 shall have been so delivered (or Seller shall be ready, willing, and able to make such deliveries).

E. HOPC shall have performed its obligations and shall not otherwise be in breach pursuant to the Stock Purchase Agreement so that Purchaser is obligated to close the transactions contemplated in the Stock Purchase Agreement.

7.3 Conditions to Seller’s Obligation to Close. The obligations of Seller to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver in writing by Seller, at or prior to the Closing, of each of the following conditions:

A. The representations and warranties of Purchaser set forth in this Agreement shall be true and correct in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date (provided that representations and warranties which are confined to a specified date shall speak only as of such date). Unless otherwise waived by Seller, Seller shall have received a certificate of Purchaser to such effect signed by a duly authorized officer.

B. Each covenant and agreement that Purchaser is required to perform or to comply with pursuant to this Agreement at or prior to the Closing shall have been duly performed and complied with in all material respects and Seller shall have received a certificate of Purchaser to such effect signed by a duly authorized officer.

C. No Governmental Authority shall have enacted, issued, promulgated or entered any Order or other law which is in effect and has the effect of making illegal or otherwise prohibiting the consummation of the transactions contemplated by this Agreement or would cause any of such transactions to be rescinded following the Closing.

D. Each of the deliveries required to be made to Seller pursuant to Section 7.5 shall have been so delivered (or Purchaser shall be ready, willing, and able to make such deliveries).

E. Purchaser shall have performed its obligations and shall not otherwise be in breach pursuant to the Stock Purchase Agreement so that HOPC is obligated to close the transactions contemplated in the Stock Purchase Agreement.

F. This Agreement and the transactions contemplated hereby will have been approved by the shareholders of Hunter Oil Corp.

G. This Agreement and the transactions contemplated hereby will have been accepted for filing by the TSX Venture Exchange.

7.4

Termination.

A. In the event that (i) Closing has not occurred in accordance with Section 7.1 on or before the close of business on August 31, 2018, (ii) Purchaser is not otherwise obligated under the terms of this Agreement and the Stock Purchase Agreement to close and (iii) Purchaser has not breached its obligations thereunder in any material respect, then Purchaser shall have the right to terminate this Agreement and the Stock Purchase Agreement by written notice to Seller.

B. In the event that (i) Closing has not occurred in accordance with Section 7.1 on or before the close of business on August 31, 2018, (ii) Seller is not otherwise obligated under the terms of this Agreement and the Stock Purchase Agreement to close and (iii) Seller has not breached its obligations thereunder in any material respect, then Seller shall have the right to terminate this Agreement and the Stock Purchase Agreement by written notice to Purchaser.

C. If this Agreement is terminated pursuant to this Section 7.4, except as provided in the Escrow Agreement, this Agreement shall forthwith become void and the parties shall have no liability or obligation hereunder except and to the extent such termination results from the willful breach by a party of any of its covenants or agreements hereunder, in which case the non-breaching party shall have the right to seek all remedies available at law or in equity, including specific performance, for such willful breach.

7.5 Closing Obligations . At the Closing,

A. Seller and Purchaser shall execute, acknowledge and deliver an Assignment and Bill of Sale in substantially the form of Exhibit D.

B. Seller shall deliver to Purchaser a non-foreign entity affidavit in the form of Exhibit E.

C. Seller and Purchaser shall execute such other instruments, including change of operator forms and letters- in-lieu, and take such other action as may be necessary or advisable to carry out their respective obligations under this Agreement and as may reasonably be requested by the Purchaser prior to the Closing (with such instruments containing only commercially acceptable terms and conditions that do not directly or indirectly impose obligations on Seller that are not provided in this Agreement), and further provided that such instruments are provided to the Seller by the Purchaser not less than three business days prior to Closing .

D. Seller and Purchaser shall execute and deliver any forms, documents or instruments required to transfer operatorship of the Assets operated by Seller to Purchaser as may reasonably be requested by the Purchaser prior to the Closing (with such instruments containing only commercially acceptable terms and conditions that do not directly or indirectly impose obligations on Seller that are not provided in this Agreement), and further provided that such instruments are provided to the Seller by the Purchaser not less than three business days prior to Closing .

E. Seller and Purchaser shall execute and deliver any forms, documents or instruments required to transfer to Purchaser all of Seller’s interest in any suspense funds held by any operator of the Assets as of the Closing as may reasonably be requested by the Purchaser prior to the Closing (with such instruments containing only commercially acceptable terms and conditions that do not directly or indirectly impose obligations on Seller that are not provided in this Agreement), and further provided that such instruments are provided to the Seller by the Purchaser not less than three business days prior to Closing .

F. Purchaser shall pay to Seller the adjusted Purchase Price (less the Holdback, as defined below) by wire transfer in clear funds to the account designed in Exhibit F.

G. Seller shall have made available to the Purchaser, on or before Closing, its financial statements for the six-month period ended June 30, 2018, prepared in accordance with International Financial Reporting Standards.

ARTICLE VIIA

HOLDBACK

At Closing, Purchaser shall hold back from the payment of Purchase Price required pursuant to Section 7.5.F. the sum of $500,000 (the “Holdback”), to provide for potential obligations of the Seller pursuant to the PSA and the SPA (which shall expressly exclude obligations with respect to the title or environmental condition of the purchased assets) and potential obligations of HOPC pursuant to the SPA. The Holdback shall be retained by Purchaser and the Purchase Price correspondingly adjusted to the extent amounts are owed to Purchaser by Seller or HOPC pursuant to the SPA or PSA. Subject to the immediately preceding sentence, one-half ($250,000) of the Holdback shall be paid to Seller 90 days after Closing, with the balance ($250,000) released to Seller 180 days after Closing. If a court of competent jurisdiction determines that any part of the Holdback withheld by the Purchaser subsequent to 180 days after Closing was in fact due to the Purchaser, the Purchaser shall pay Seller 200%, instead of 100%, of the amount so withheld.

ARTICLE VIII

POST-CLOSING OBLIGATIONS

8.1 Indemnity . If the Closing occurs, (i) Purchaser assumes all obligations that are attributable to the Assets on or after the Effective Time and all obligations to properly plug and abandon all wells now or hereafter located on the lands covered by the Leases, (ii) Purchaser shall indemnify, defend and hold harmless Seller from and against any and all claims, liabilities, losses, costs and expenses (including court costs and reasonable attorneys’ fees) that are attributable to the Assets on or after the Effective Time, and any breach of any representation, warranty or covenant made by Purchaser in this Agreement, and (iii) Seller shall indemnify, defend and hold harmless Purchaser from and against any and all claims, liabilities, losses, costs and expenses (including court costs and reasonable attorneys’ fees) that are attributable to the Assets before the Effective Time (other than plugging and abandoning all wells now or hereafter located on the lands covered by the Leases as well as costs incident to such plugging and abandonment), and any breach of any representation, warranty or covenant made by Seller in this Agreement, excluding obligations with respect to the title or environmental condition of the purchased assets.

8.2 Preferential Purchase Rights . If one or more persons claim they hold a preferential purchase right in any of the Assets and notify any Seller or Purchaser after Closing but within the period such right may be exercised that they intend to exercise such alleged preferential purchase right, the applicable Seller or Purchaser shall notify the other Parties of such claim, and Purchaser shall be responsible for satisfying all such preferential purchase rights, if any, to the holders thereof and Purchaser shall protect, indemnify and hold Seller harmless from and against any and all claims, liabilities, losses, costs and reasonable attorney’s fees in connection therewith.

8.3 Cooperation . After Closing, Seller and Purchaser agree to take such further actions and to execute, acknowledge and deliver all such further documents that are necessary or useful in carrying out the purposes of this Agreement or of any document delivered pursuant to this Agreement.

8.4 Support . Purchaser, at Purchaser’s Expense (as defined below), may engage (i) an auditing firm (“Auditors”) (which may be the current auditor of Seller) to conduct an audit of the revenues and expenses of Seller attributable to the Assets for the period of three (3) calendar years prior to the Effective Time, (ii) a reserve engineer (“Engineers”) to value the Assets as of the Closing, and (iii) an independent asset valuation firm (“Valuation Experts”) for the purposes of valuing the fixed Assets, all as deemed reasonably or necessary by Purchaser’s parent company, PEDEVCO Corp., for purposes of public disclosure. Seller agrees, from the date of this Agreement until one hundred eighty (180) days after Closing, that Seller will, at Purchaser’s Expense (as defined below), use its reasonable commercial efforts to cooperate and assist such Auditors, Engineers and Valuation Experts, including making available books, records and personnel of Seller reasonably requested by such parties; and provided, however, that nothing in this Section shall require any such cooperation or assistance on the part of Seller to the extent it would interfere unreasonably with the business or operations of Seller. “Purchaser’s Expense” shall mean that the Purchaser will be solely responsible for all payments to Auditors, Engineers and Valuation Experts, and further that the Purchaser will promptly pay the Seller, without set-off or counterclaim., an amount equal to 150% of all reasonable costs incurred by Seller or its affiliates in providing support, including but not limited to wages and associated overhead.

ARTICLE IX

TAXES

9.1 Apportionment of Ad Valorem and Property Taxes . All ad valorem taxes, real property taxes, personal property taxes, and similar obligations relating to the Assets (collectively “Property Taxes”) with respect to the tax period in which the Effective Time occurs shall be apportioned as of the Effective Time between Seller and Purchaser. The Parties will initially make settlement of all Property Taxes by estimating the Property Taxes to be due for the tax period in which the Effective Time occurs based on the Property Taxes assessed and paid for the immediately prior tax period. Such settlement of taxes shall be part of the closing and post-closing settlement statements between the Parties. The Parties will make final adjustment upon receipt of the tax statements for 2018.

9.2 Sales Taxes . Purchaser shall pay sales taxes or other transfer taxes, if any, in connection with the sale of the Assets. Purchaser shall be responsible for any applicable conveyance, transfer and recording fees, and real estate transfer stamps or taxes imposed on the transfer of the Assets pursuant to this Agreement.

9.3 Other Taxes . All production, severance, excise and other taxes (other than income taxes, which shall be the sole responsibility of each Party as to their own income taxes) relating to production of oil, gas and condensate attributable to the Assets prior to the Effective Time shall be paid by Seller, and all such taxes relating to such production on or after the Effective Time shall be paid by Purchaser.

ARTICLE X

MISCELLANEOUS

10.1 Entire Agreement . This Agreement, including Exhibits A through F, attached hereto and incorporated herein, constitutes the entire agreement between the Parties as to the subject matter of this Agreement and supersedes all prior agreements, understandings, negotiations and discussions of the Parties, whether oral or written. No supplement, amendment, alteration, modification or waiver of this Agreement shall be binding unless executed in writing by the Parties.

10.2 References . All references in this Agreement to articles, sections and other subdivisions refer to corresponding articles, sections and other subdivisions of this Agreement unless expressly provided otherwise. Titles appearing at the beginning of any of such subdivisions are for convenience only and shall not constitute part of such subdivisions and shall be disregarded in construing the language contained in such subdivisions. The words “this Agreement,” “this instrument,” “herein,” “hereof,” “hereby,” “hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. Pronouns in masculine, feminine, and neuter genders shall be construed to include any other gender, and words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. Derivatives and other forms of the terms defined in this Agreement shall have meanings consistent with the definitions herein provided. The term “including” (or “included”) shall be deemed to be followed by the phrase “but not limited to.” Unless otherwise expressly provided herein, any reference herein to a “day” shall refer to a calendar day. Time is of the essence of this Agreement.

10.3 Assignment . No Party shall assign all or any part of this Agreement, nor shall any Party assign or delegate any of its rights or duties hereunder, without the prior written consent of the other Party and any assignment made without such consent shall be void PROVIDED THAT the Purchaser may on notice to the Seller assign all but not less than all of the Transaction Documents to an affiliated entity prior to Closing. Subject to this Section 11.3, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors, assigns and legal representatives.

10.4 Governing Law . This Agreement shall be governed and construed in accordance with the laws of the State of Texas, without regard to the conflicts of law rules that would require the application of the laws of another state.

10.5 Notices . Any notice required or permitted by this Agreement shall be given in writing by personal service, overnight delivery service, facsimile, email, or by certified mail, return receipt requested, postage prepaid, as follows:

If to Purchaser:

Pacific Energy Development Corp.

4125 Blackhawk Plaza Circle

Suite 201

Danville, CA 94506

Attention: Clark Moore, General Counsel

Fax: (510) 743-4262

Email: cmoore@pacificenergydevelopment.com

If to Seller:

Milnesand Minerals Inc.

1040 West Georgia Street Suite 940

Vancouver BC Canada V6E 4H1

Attention: Corporate Secretary

Fax: (604) 485-8509

Email: corpsec@hunteroil.com

Chaveroo Minerals Inc.

1040 West Georgia Street Suite 940

Vancouver BC Canada V6E 4H1

Attention: Corporate Secretary

Fax: (604) 485-8509

Email: corpsec@hunteroil.com

(or such other address as designated in writing by either Party to the other) and shall be deemed to have been given as of the date of receipt by the intended Party.

10.6 Damages . Except as otherwise provided herein, all costs and expenses incurred in connection with this Agreement shall be paid by the party incurring such cost or expense. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY NO PARTY SHALL HAVE ANY OBLIGATIONS WITH RESPECT TO THIS AGREEMENT, OR OTHERWISE IN CONNECTION HEREWITH, FOR ANY SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES.

10.7 No Third-Party Beneficiaries . Nothing in this Agreement, express or implied, is intended to confer upon any person, other than the Parties and their respective heirs, successors and assigns, any rights or remedies under or by reason of this Agreement or to constitute such person a third-party beneficiary of this Agreement.

10.8 Press Releases . The Parties agree to consult with each other before issuing any press release or making any public statement with respect to this Agreement or the transactions contemplated hereby and, except for any press releases and public announcements the making of which may be required by applicable law or any listing agreement with any securities exchange, will not issue any such press release or make any such public statement prior to such consultation.

10.9 Casualty Loss . If prior to the Closing Date any portion of the Assets is destroyed or taken as a result of a casualty (a “Casualty Loss”), Purchaser will nevertheless be required to close and such Casualty Loss shall be treated as a Purchase Price adjustment equal to the lesser of: (i) the Allocated Value of the Asset affected by such Casualty Loss or (ii) the amount of such Casualty Loss. Seller will not voluntarily compromise, settle or adjust any Casualty Loss without prior consultation with Purchaser. In such event, all rights to insurance proceeds and claims against third parties related to such Casualty Loss shall belong to Seller.

10.10 Waiver . No failure or delay by any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

10.11 Execution in Counterparts . This Agreement may be executed in counterparts, and each such counterpart shall be deemed to be an original instrument, but all such counterparts together shall constitute for all purposes one agreement.

10.12 Exchange Acceptance . This Agreement is subject to the acceptance of the TSX Venture Exchange.

10.13 Additional Acreage. If as of the date of this Agreement or as of the Closing, the Seller owns any mineral properties in Chaves County or Roosevelt County, New Mexico which are not listed in Exhibit A of this Agreement (“ Additional Acreage ”), Seller will nevertheless be deemed to have transferred such Additional Acreage to Purchaser as of the Effective Time in connection with the Closing, and the parties will promptly execute and deliver an amended version of the Assignment and Bill of Sale delivered pursuant to Section 7.5A of this Agreement which includes such Additional Acreage. Save for the obligation to execute and deliver an amended version of the Assignment and Bill of Sale as described above, the Seller makes no representations, warranties or covenants to the Purchaser regarding Additional Acreage.

[Signature Page Follows]

IN WITNESS WHEREOF, Purchaser and Seller have executed and delivered this Agreement effective as of the Effective Time.

SELLER:

MILNESAND MINERALS INC.

By:

/s/ Al. H. Denson

Name:

Al H. Denson

Title:

President

CHAVEROO MINERALS INC.

By:

/s/ Al. H. Denson

Name:

Al H. Denson

Title:

President

RIDGEWAY ARIZONA OIL CORP.

By:

/s/ Al. H. Denson

Name:

Al H. Denson

Title:

President

EOR OPERATING COMPANY

By:

/s/ Al. H. Denson

Name:

Al H. Denson

Title:

President

PURCHASER:

By:

/s/ Simon Kukes

Name:

Dr. Simon Kukes

Title:

Chief Executive Officer

SIGNATURE PAGE TO PURCHASE AND SALE AGREEMENT

EXHIBIT A

Attached to and made a part of that certain Purchase and Sale Agreement dated as of August 1, 2018, by and between Milnesand Minerals Inc. and Chaveroo Minerals Inc., collectively, Seller, and Pacific Energy Development Corp., as Purchaser.

THE LEASES, INCLUDING LEASEHOLD BURDENS

AND NET MINERAL ACRES

- redacted -

EXHIBIT B

Attached to and made a part of that certain Purchase and Sale Agreement dated as of August 1, 2018 by and between Milnesand Minerals Inc. and Chaveroo Minerals Inc., collectively, Seller, and Pacific Energy Development Corp., as Purchaser.

THE WELLS, INCLUDING WORKING INTERESTS

AND NET REVENUE INTERESTS

- redacted -

EXHIBIT C

ALLOCATED VALUES

- redacted -

EXHIBIT D

ASSIGNMENT AND BILL OF SALE

Milnesand Minerals Inc ., a Delaware corporation, Chaveroo Minerals Inc ., a Delaware corporation, Ridgeway Arizona Oil Corp. , and EOR Operating Company , whose collective address is 777 N. Eldridge, Suite 150, Houston, Texas 77079 (collectively, “ Assignor ”), for Ten Dollars and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), does hereby GRANT, BARGAIN, SELL, CONVEY, ASSIGN, TRANSFER, SET OVER, and DELIVER unto Pacific Energy Development Corp ., a Nevada corporation, whose address is 4125 Blackhawk Plaza Circle, Suite 201, Danville, California 94506 (“ Assignee ”), all of Assignor’s undivided interests (as set forth in Exhibit A and Exhibit B) in and to the following described properties, rights and interests:

D. Without limiting the foregoing, all other right, title and interest of Assignor of whatever kind or character, whether legal or equitable, vested or contingent, in and to the oil, gas and other minerals in and under or that may be produced from or attributable to the lands described in Exhibit A, including but not limited to all Assignor’s oil and gas interests located in Roosevelt or Chaves Counties, New Mexico, whether such interests are specifically described in Exhibit A, and even though such interest of Assignor may be incorrectly described in or omitted from Exhibit A.

E. All files, records and data relating to the items described in subsections A through D above including well data, logs, geophysical data, engineering records, title records (including abstracts of title, title opinions, title reports and title curative documents), contracts, correspondence, and all related matters in the possession of Assignor (the “Records”).

The properties, rights and interests identified in subsections A through E above are collectively called the “Assets.”

TO HAVE AND TO HOLD the Assets unto Assignee, its successors and assigns, forever. Assignor hereby agrees to warrant and defend the title to the Assets hereby assigned unto Assignee, to the extent of the net revenue interests set forth in Exhibit A or Exhibit B, as applicable, against the claims of any party arising by, through, or under Assignor, but not otherwise. Additionally, to the extent transferable, Assignor hereby assigns to Assignee, its successors and assigns, full power and right of substitution and subrogation in and to all covenants and warranties (including warranties of title) by owners in Assignor's chain of title, vendors, or others, given or made with respect to the Assets or any part thereof prior to the Effective Time. This Assignment and Bill of Sale shall be binding upon and inure to the benefit of the Assignor and Assignee, and their respective successors and assigns.

EXCEPT WITH REGARD TO THE SPECIAL WARRANTY OF TITLE FROM ASSIGNOR TO ASIGNEE SET FORTH ABOVE, THIS ASSIGNMENT AND BILL OF SALE IS MADE WITHOUT WARRANTIES OR COVENANTS, EXPRESSED OR IMPLIED IN FACT OR IN LAW, AS TO TITLE, MERCHANTABILITY, DURABILITY, USE, OPERATION, FITNESS FOR ANY PARTICULAR PURPOSE, CONDITION, SAFETY OF THE PROPERTY, COMPLIANCE WITH REGULATORY AND ENVIRONMENTAL REQUIREMENTS OR OTHERWISE. ASSIGNOR DOES NOT IN ANY WAY REPRESENT OR WARRANT THE ACCURACY OR COMPLETENESS OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) FURNISHED TO ASSIGNEE BY OR ON BEHALF OF ASSIGNOR. ASSIGNEE HEREBY AGREES THAT IT HAS INSPECTED OR HAS BEEN GIVEN THE OPPORTUNITY TO INSPECT THE ASSETS, INCLUDING THE LEASES AND ASSOCIATED AGREEMENTS, WELLS, PERSONAL PROPERTY, AND EQUIPMENT ASSIGNED AND CONVEYED HEREIN AND THAT IT ACCEPTS THE SAME "AS IS, WHERE IS" AND "WITH ALL FAULTS".

Assignor agrees to assume all liabilities and perform all obligations incident to the ownership and operation of the Assets which are attributable to the interests herein assigned and conveyed to Assignee insofar as such obligations and liabilities are attributable to ownership and operation of the Assets prior to the Effective Time.

Assignee agrees to assume all liabilities and perform all obligations incident to the ownership and operation of the Assets which are attributable to the interests herein assigned and conveyed to Assignee insofar as such obligations and liabilities are attributable to ownership and operation of the Assets from and after the Effective Time.

This Assignment shall be effective as of September 1, 2018 at 12:00 a.m. local time where the Assets are located (the “Effective Time”) and shall be subject that that certain Purchase and Sale Agreement dated August 1, 2018 by and between Assignor and Assignee.

Assignor and Assignee agree to execute and deliver to each other, from time to time, such other and additional instruments, notices, division orders, transfer orders and other documents, and to do all such other and further acts and things as may be necessary to effectively grant, convey and assign to Assignee the Assets.

IN WITNESS WHEREOF, this Assignment and Bill of Sale has been executed on , but effective for all purposes as of the Effective Time.

ASSIGNOR:

MILNESAND MINERALS INC.

By:

________________________________

Name:

________________________________

Title:

________________________________

CHAVEROO MINERALS INC.

By:

________________________________

Name:

________________________________

Title:

________________________________

RIDGEWAY ARIZONA OIL CORP.

By:

________________________________

Name:

________________________________

Title:

________________________________

EOR OPERATING COMPANY

By:

________________________________

Name:

________________________________

Title:

________________________________

ASSIGNEE:

PACIFIC ENERGY DEVELOPMENT CORP.

By:

________________________________

Name:

________________________________

Title:

________________________________

STATE OF TEXAS

COUNTY OF HARRIS

The foregoing instrument was acknowledged before me on _________________, by __________________, as __________________ of Milnesand Minerals Inc ., a Delaware corporation, on behalf of the corporation.

(Seal)

__________________________________

Notary Public in and for the State of Texas

STATE OF TEXAS

COUNTY OF HARRIS

The foregoing instrument was acknowledged before me on _________________, by __________________, as __________________ of Chaveroo Minerals Inc ., a Delaware corporation, on behalf of the corporation.

(Seal)

___________________________________

Notary Public in and for the State of Texas

STATE OF TEXAS

COUNTY OF HARRIS

The foregoing instrument was acknowledged before me on _________________, by __________________, as __________________ of Ridgeway Arizona Oil Corp ., an Arizona corporation, on behalf of the corporation.

(Seal)

___________________________________

Notary Public in and for the State of Texas

STATE OF TEXAS

COUNTY OF HARRIS

The foregoing instrument was acknowledged before me on _________________, by __________________, as __________________ of EOR Operating Company , a Texas corporation, on behalf of the corporation.

(Seal)

___________________________________

Notary Public in and for the State of Texas

STATE OF TEXAS

COUNTY OF HARRIS

The foregoing instrument was acknowledged before me on ________________by __________________, as ________________ of Pacific Energy Development Corp ., a Nevada corporation, on behalf of the limited liability company.

(Seal)_

___________________________________

Notary Public in and for the State of Texas

EXHIBIT E

FORM OF NON-FOREIGN AFFIDAVIT

EXEMPTION FROM WITHHOLDING OF TAX FOR

DISPOSITIONS OF U.S. REAL PROPERTY INTERESTS

Section 1445 of the Internal Revenue Code provides that a transferee of a U.S. real property Interest must withhold tax if the transferor is a foreign person. To inform Pacific Energy Development Corp. that withholding of tax is not required upon the disposition of a real property interest by ____________________________, the undersigned hereby certifies the following:

________________________ is not a nonresident alien, foreign corporation, foreign partnership, foreign trust, or foreign estate for purposes of U.S. income taxation.

_________________________’s taxpayer identification number is _______________________.

_________________________’s office address is ____________________________________.

The undersigned understands that this certification may be disclosed to the Internal Revenue Service by Pacific Energy Development Corp., and that any false statement contained herein could be punished by fine, imprisonment, or both.

Under penalties of perjury, I declare that I have examined this certification and to the best of my knowledge and belief, it is true, correct, and complete, and I further declare that I have authority to sign this document.

_______________________________________

By:

Name:

Title:

EXHIBIT F

WIRE INSTRUCTIONS

- redacted -

SCHEDULE 4.6

EXISTING CONTRACTS

- redacted -

Exhibit 10.1

THIS NOTE, AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE (THE “ SECURITIES ”) HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ ACT ” OR THE “ SECURITIES ACT ”) SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR (ii) RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER NOR IS IN VIOLATION OF ANY APPLICABLE STATE SECURITIES LAWS. THIS LEGEND SHALL BE ENDORSED UPON ANY NOTE ISSUED IN EXCHANGE FOR THIS NOTE AND ANY SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE (EXCEPT AS OTHERWISE PROVIDED BELOW).

CONVERTIBLE PROMISSORY NOTE

[CN-__] Effective August 1, 2018

NOW THEREFORE FOR VALUE RECEIVED, the undersigned,

PEDEVCO Corp. , a Texas corporation (the “ Borrower ”), hereby promises to pay to the order of ______________________ and assigns (“ Holder ”), the principal amount of _________________________________ (US $_______________) (the “ Principal ”), in lawful money of the United States of America, which shall be legal tender, bearing interest and payable as provided herein. This Convertible Promissory Note (this “ Note ” or “ Promissory Note ”) has an effective date of August 1, 2018 (the “ Effective Date ”). This Note is entered into to evidence the loan of the Principal to the Borrower on the Effective Date (the “ Loan ”). This Note is one of six Convertible Promissory Notes entered into between the Borrower and various lenders, including the Holder, on or around the date hereof in the aggregate amount not to exceed $25,000,000 (collectively, with the Holder, the holders of the other Convertible Promissory Notes are defined herein as the “ Note Holders ” and this Note, collectively with the Convertible Promissory Notes of the other Note Holders (identified as Convertible Promissory Notes CN-1 through CN-__), including any replacement notes, notes which are assigned, reissued, or broken into smaller notes, are defined as the “ Note Holders’ Notes ”). “ Required Note Holders ” means Note Holders holding at least a majority in interest of the then aggregate dollar value of the Note Holders’ Notes outstanding at such time of determination. The payment of any amounts due to the Note Holders under the Note Holders’ Notes is expressly subordinated and deferred until full payment and satisfaction of that certain Promissory Note, dated June 25, 2018, in the amount of $7.7 million, issued by the Company to SK Energy, LLC, as the same may be amended or modified in accordance with its terms (the “ Senior Note ”), unless otherwise waived or permitted by SK Energy, LLC, provided, however, nothing in the Senior Note or any Note Holders’ Notes shall restrict a Note Holder from exercising its Holder Conversion Option (as defined below) as set forth, and in accordance with, the provisions set forth herein.

Page 1 of 16

Convertible Promissory Note CN-__

PEDEVCO Corp.

1. Interest (“ Interest ”) shall accrue on the Principal amount of this Note then outstanding at the rate of eight and one-half percent (8.5%) per annum (the “ Interest Rate ”), compounded monthly at the rate of 1/12 th of such annual interest per month, on the last day of each calendar month (“ Monthly Interest ”). The Monthly Interest shall accrue and be payable on the Maturity Date, if not paid prior to such Maturity Date, or converted into Shares (as defined in Section 2 ) as provided herein.

2. Holder’s Option to Convert This Note Into Shares .

(a) At any time following (i) the date that the VWAP Price is determined (as defined below) and (ii) prior to the payment in full by the Borrower of this Note, subject to the provisions of Section 2 , below, Holder shall have the option to convert the Principal (or any portion thereof) and accrued Interest (or any portion thereof), into shares (the “ Shares ”) of common stock of the Borrower (“ Common Stock ”), at the applicable Conversion Price (the “ Holder Conversion Option ”), which shall apply for the conversion of Principal and all accrued Interest (each a “ Conversion ”). The “ Conversion Price ” shall equal: the greater of (x) $0.10 above the Book/Market Price; (y) $1.63 per Share; and (z) the VWAP Price.

(b) In order to exercise this Holder Conversion Option, the Holder shall provide the Borrower a written notice of its intentions to exercise this Holder Conversion Option, which notice shall set forth the amount of this Promissory Note to be converted, the applicable Principal and Interest to be converted and the calculation of the applicable Conversion Price, which shall be in the form of Exhibit A , attached hereto (“ Notice of Conversion ”). Within ten (10) business days of the Borrower’s receipt of the Notice of Conversion (reflecting Conversion Price confirmed by the Borrower), the Borrower shall deliver or cause to be delivered to the Holder, written confirmation that the Shares have been issued in the name of the Holder. If the Borrower reasonably believes that there is an error in Holder’s calculation of the Shares issuable in connection with the Notice of Conversion or the Conversion Price provided for therein, or another issue with the conversion, the Borrower shall not be obligated to honor such defective Notice of Conversion and shall promptly notify Holder of such errors. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Note to the Borrower until the Holder has converted the entire amount of this Note, in which case, the Holder shall surrender this Note to the Borrower for cancellation within three (3) business days of the date the final Notice of Conversion is delivered to the Borrower. Partial conversions of this Note shall have the effect of lowering the outstanding Principal amount of this Note. The Holder and the Borrower shall maintain records showing the actual Principal Amount of this Note, provided that absent manifest error, the Borrower’s records shall control.

Page 2 of 16

Convertible Promissory Note CN-__

PEDEVCO Corp.

(c) In the event of the exercise of the Holder Conversion Option, Holder shall cooperate with the Borrower to promptly take any and all additional actions required to make Holder a stockholder of the Borrower including, without limitation, in connection with the issuance of the Shares and providing the Borrower or its legal counsel or Transfer Agent, representations as to financial condition, investment intent and sophisticated investor status of such Holder as may be reasonably requested or required. The Borrower shall at all times take any and all additional actions as are necessary to maintain the required authority to issue the Shares to the Holder, in the event the Holder exercises its rights under the Holder Conversion Option.

(d) Following the effective time of any Conversion, all rights of any Holder with respect to the amount of this Note converted, will terminate, except only for the rights of any such Holder to receive certificates (if applicable) for the number of Shares which this Note has been Converted.

(e) The following terms have the meanings given to them below as used in this Section 2 :

(i) “ VWAP ” means, for any Trading Day, the volume-weighted average price, calculated by dividing (a) the aggregate value of all shares of Common Stock traded on the Principal Market during regular trading hours, calculated by multiplying the closing price per share of Common Stock on such applicable Trading Date, by the aggregate number of shares of Common Stock traded on such Trading Day, by (b) the total volume (number of shares) of Common Stock traded on the Principal Market for such Trading Day, or if such volume-weighted average price is unavailable, the market value of one share of Common Stock on such Trading Day as determined by the Board of Directors of the Company in a commercially reasonable manner.

(ii) “ VWAP Price ” means the average of the VWAP during the twenty (20) Trading Days subsequent to, but not including, the date that the Loan has been publicly disclosed by the Borrower pursuant to the filing of a Current Report on Form 8-K with the Securities and Exchange Commission.

(iii) “ Trading Day ” means any day on which the Common Stock is traded on the Principal Market, or, if the Principal Market is not the principal trading market for the Common Stock, then on the principal securities exchange or securities market on which the Common Stock is then traded; provided that “ Trading Day ” shall not include any day on which the Common Stock is scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock is suspended from trading during the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time of trading on such exchange or market, then during the hour ending at 4:00:00 p.m., New York Time).

Page 3 of 16

Convertible Promissory Note CN-__

PEDEVCO Corp.

(iv) “ Principal Market ” means initially the NYSE American, and shall also include the NASDAQ Capital Market, New York Stock Exchange, the NASDAQ National Market, the OTCQB Market, the OTCQX Market, or the OTC Pink Market, whichever is at the time the principal trading exchange or market for the Common Stock, based upon share volume.

(v) “ Book/Market Price ” means the greater of (i) the book value of one share of Common Stock, as calculated pursuant to the applicable rules and regulations of the Principal Market; and (ii) the closing sales price of the Common Stock on the Principal Market, each (i) and (ii), calculated on the Effective Date.

3. General Provisions Relating to the Shares and Conversions .

(a) Conversion calculations pursuant to Section 2 , shall be rounded to the nearest whole share of Common Stock.

(b) If the Borrower at any time or from time to time on or after the Effective Date effects a subdivision of its outstanding Common Stock, the Conversion Price, VWAP Price and Book/Market Price then in effect immediately before that subdivision shall be proportionately decreased, and conversely, if the Borrower at any time or from time to time on or after the Effective Date combines its outstanding shares of Common Stock into a smaller number of shares, the Conversion Price, VWAP Price and Book/Market Price then in effect immediately before the combination shall be proportionately increased.

(c) Unless the Holder provides the Borrower a valid legal opinion within five (5) days of the date the Conversion Notice is received that such Shares can be issued free of restrictive legend, the Shares shall be issued with a standard Rule 144 restrictive legend.

(d) No Shares shall be issued by the Borrower hereunder unless or until the additional listing of such Shares has been approved by the NYSE American.

(e) At any time this Note is held by SK Energy LLC, a Delaware limited liability company, or its assigns, or any affiliate (as such term is defined and/or interpreted under the rules and regulations of the Securities Act (as defined in Section 15 )) of SK Energy LLC (collectively, “ SK Energy ”), the applicable portion of this Note shall not be convertible by the applicable Holder pursuant to the Holder Conversion Option during any time that, and only to the extent that, the number of Shares to be issued to Holder upon such Conversion, when added to the number of shares of Common Stock, if any, that such applicable Holder otherwise beneficially owns (outside of this Note, and not including any other securities of the Borrower held by Holder having a provision substantially similar to this paragraph) at the time of such Conversion, would exceed 49.9% (the “ SK Energy Maximum Percentage ”) of (A) the number of shares of Common Stock of the Borrower; or (B) the voting rights of the security holders of the Borrower; outstanding immediately after giving effect to the issuance of the Shares upon Conversion of this Note held by the Holder, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “ SK Energy Beneficial Ownership Limitation ”).

Page 4 of 16

Convertible Promissory Note CN-__

PEDEVCO Corp.

(f) At any time this Note is not held or beneficially owned by (i) SK Energy; (ii) any officer of the Borrower; (iii) any director of the Borrower; or (iv) any person which at the time of obtaining beneficial ownership (as defined in the Securities Exchange Act of 1934, as amended) beneficially owns more than 9.99% of the Borrower’s outstanding Common Stock or voting stock (each of (ii) through (iv) above, a “ Borrower Affiliate ”), the applicable portion of this Note shall not be convertible by the applicable Holder pursuant to the Holder Conversion Option during any time that, and only to the extent that, the number of Shares to be issued to such applicable Holder upon such Conversion, when added to the number of shares of Common Stock, if any, that the applicable Holder otherwise beneficially owns (outside of this Note, and not including any other securities of the Borrower held by Holder having a provision substantially similar to this paragraph) at the time of such Conversion, would exceed 4.99% (the “ Non-Affiliate Maximum Percentage ” and together with the SK Energy Maximum Percentage, as applicable, the “ Maximum Percentage ”) of (A) the number of shares of Common Stock of the Borrower; or (B) the voting rights of the security holders of the Borrower; outstanding immediately after giving effect to the issuance of Shares upon Conversion of this Note held by the Holder, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “ Non-Affiliate Beneficial Ownership Limitation ” and together with the SK Energy Beneficial Ownership Limitation, as applicable, the “ Beneficial Ownership Limitation ”).

(g) For the sake of clarity, at any time that this Note or any portion hereof shall be beneficially owned by a Borrower Affiliate (other than SK Energy), no Maximum Percentage or Beneficial Ownership Limitation shall apply to this Note while beneficially owned (as defined in the Securities Exchange Act of 1934, as amended) by such Borrower Affiliate (other than SK Energy), provided that the Maximum Percentage and Beneficial Ownership Limitation, each as applicable, shall automatically apply to such Note or portion thereof, at any time this Note or the applicable portion thereof, is transferred, sold or assigned to such non-Borrower Affiliate, effective immediately upon such transfer, sale or assignment.

4. All past-due Principal and Interest shall bear interest at the lesser of (a) the rate of ten percent (10%) per annum; and (b) the Maximum Rate, until paid in full (the “ Default Rate ”).

5. The “ Maturity Date ” of this Note shall be the earlier of (a) August 1, 2021; and (b) the date that the Required Note Holders have effected an Acceleration as described in Section 16 , below.

6. Upon the occurrence of an Event of Default hereunder the Principal amount of this Note and any accrued Interest thereon shall bear interest at the Default Rate.

Page 5 of 16

Convertible Promissory Note CN-__

PEDEVCO Corp.

7. This Note may be prepaid in whole or in part, at any time and from time to time, without premium or penalty, with such payments to be applied as described in Section 8 below.

8. All payments made by Borrower under this Note will be applied: (i) first, to late charges, costs of collection or enforcement, and similar amounts due, if any, under the Note; (ii) second, to Interest that is due and payable under this Note, if any; and (iii) third, the remainder to Principal due and payable under this Note.

9. If any payment of Principal or Interest on this Note shall become due on a non-Business Day, such payment shall be made on the next succeeding Business Day. “ Business Day ” means a day other than (i) a Saturday, (ii) a Sunday or (iii) a day on which commercial banks in the City of Houston, Texas are authorized or required to be closed for business.

10. This Note shall be binding upon Borrower and inure to the benefit of Holder and Holder’s respective successors and assigns. Each holder of this Note, by accepting the same, agrees to and shall be bound by all of the provisions of this Note (including, but not limited to Section 25 hereof). Holder may assign this Note or any of its rights, interests or obligations to this Note to another party with the prior written approval of Borrower, which shall not be unreasonably withheld, conditioned or delayed, provided that the Borrower may require such subsequent holder to consent to and to agree to the assumption of the terms and conditions of this Note, including, but not limited to Section 25 .

11. No provision of this Note shall alter or impair the obligation of Borrower to pay the Principal of and Interest on this Note at the times, places and rates, and in the coin or currency, herein prescribed.

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

franchises and comply with all laws applicable to Borrower, except where the failure to comply could not reasonably be expected to have a material adverse effect on Borrower.

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

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14. Borrower represents and warrants to Holder as follows :

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

(b) This Note is a legally binding obligation of Borrower, enforceable against Borrower in accordance with the terms hereof, except to the extent that (i) such enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights, and (ii) the availability of the remedy of specific performance or injunctive or other equitable relief is subject to the discretion of the court before which any proceeding therefore may be brought.

(c) The Shares, when issued, sold and delivered in accordance with the terms of this Note, will be duly and validly issued, fully paid and nonassessable, and will be free and clear of any pledges, liens and encumbrances, other than restrictions on transfer under this Note and applicable securities laws of any state or other jurisdiction.

15. Holder represents and warrants to the Borrower, and agrees, as follows (collectively the “ Representations ”):

(A) The execution and delivery by the Holder of this Note (i) are within the Holder’s corporate power and authority, and (ii) have been duly authorized by all necessary corporate action. Further, the undersigned is a duly authorized representative of the Holder who has been authorized by a resolution of the governing body of the Holder to exercise any and all documents necessary to effectuate the purchase of this Note.

(B) This Note and any Shares issuable pursuant to the terms of this are being acquired by Holder for its own account for investment and not with a view to, or for sale in connection with, any distribution thereof.

(C) Holder acknowledges that it is an “ accredited investor ” as such term is defined in Rule 501 of Regulation D of the Securities Act of 1933, as amended (the “ Act ” or the “ Securities Act ”).

(D) Holder has sufficient knowledge and experience in financial and business matters and is capable of evaluating the risks and merits of Holder’s investment in the Note and where applicable the Shares; Holder believes that Holder has received or had access to all information Holder considers necessary or appropriate to make an informed investment decision with respect to this Note (and where and if applicable, the Shares), including the opportunity ask the Borrower or its officers any questions it has regarding the Borrower or the Note; and Holder is able financially to bear the risk of losing Holder’s full investment in this Note and where applicable, the Shares.

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(e) Holder has not become aware of and has not been offered the Note by any form of general solicitation or advertising, including, but not limited to, advertisements, articles, notices or other communications published in any newspaper, magazine, or other similar media or television or radio broadcast or any seminar or meeting where, to such Holder’s knowledge, those individuals that have attended have been invited by any such or similar means of general solicitation or advertising.

(F) The Holder understands that the Note and the Shares are being offered to it in reliance on specific exemptions from or non-application of the registration requirements of federal and state securities laws and that the Borrower is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein in order to determine the applicability of such exemptions and the suitability of Holder to acquire the Note and Shares. All information which Holder has provided to the Borrower concerning the Holder’s financial position and knowledge of financial and business matters is correct and complete as of the date hereof, and if there should be any material change in such information, the Holder will immediately provide Borrower with such information.

(G) Holder understands that this Note and any Shares issuable upon the terms hereof have not been registered under the Securities Act or registered or qualified under any securities laws of any state or other jurisdiction, are “ restricted securities, ” and cannot be resold or otherwise transferred unless they are registered under the Securities Act, and registered or qualified under any other applicable securities laws, or an exemption from such registration and qualification is available. Prior to any proposed transfer of this Note, subject to the terms and conditions of this Note or any Shares, Holder shall, among other things, give written notice to the Borrower of its intention to effect such transfer, identifying the transferee and describing the manner of the proposed transfer and, if requested by the Borrower, accompanied by (i) investment representations by the transferee similar to the Representations and (ii) an opinion of counsel satisfactory to the Borrower to the effect that the proposed transfer may be effected without registration under the Securities Act and without registration or qualification under applicable state or other securities laws. Each certificate issued to evidence the Shares shall bear a legend as follows:

“The securities represented by this certificate have not been registered under the Securities Act of 1933 or any state securities act. The securities have been acquired for investment and may not be sold, transferred, pledged or hypothecated unless (i) they shall have been registered under the Securities Act of 1933 and any applicable state securities act, or (ii) the corporation shall have been furnished with an opinion of counsel, satisfactory to counsel for the corporation, that registration is not required under any such acts.”

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16. If an Event of Default (as defined herein) occurs (unless all Events of Default have been cured or waived by the Required Note Holders), SK Energy, LLC (or its assign(s))(the “ Designated Holder ”), with the consent of the Required Note Holders may, by written notice to the Borrower, declare the Principal amount then outstanding of, and the accrued Interest and all other amounts payable on, this Note to be immediately due and payable (an “ Acceleration ”) (provided that upon the occurrence of an Event of Default described in Section 16(c) below, the Principal amount then outstanding of, and the accrued Interest and all other amounts payable on, this Note shall immediately be due and payable) and can take any and all other actions provided for under applicable law. The following events and/or any other Events of Default defined elsewhere in this Note are “ Events of Default ” under this Note, unless waived in writing by the Designated Holder with the consent of the Required Note Holders:

(A) Borrower shall fail to pay, when and as due, the Principal, Interest or any other amount payable hereunder (including, the Shares), and such failure has continued for ten (10) days from the date that the Required Note Holders have provided the Borrower written notice of such failure; or

(B) Borrower shall have breached in any material respect any covenant, term or conditions in this Note, and, with respect to breaches capable of being cured, such breach shall not have been cured within ten (10) days from the date that the Required Note Holders have provided the Borrower written notice of such breach; or

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

(D) Borrower shall take any action authorizing, or in furtherance of, any of the foregoing.

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In case any one or more Events of Default shall occur and be continuing, the Designated Holder, with the consent of the Required Note Holders, may proceed to protect and enforce the rights of all of the Note Holders by an action at law, suit in equity or other appropriate proceeding, whether for the specific performance of any agreement contained herein or for an injunction against a violation of any of the terms hereof, or in aid of the exercise of any power granted hereby or thereby or by law or otherwise. In case of a default in the payment of any Principal of or premium, if any, or Interest on this Note, Borrower will pay to the Designated Holder (for the benefit of the Note Holders, where applicable) such further amount as shall be sufficient to cover the reasonable cost and expenses of collection, including, without limitation, reasonable attorneys’ fees, expenses and disbursements. No course of dealing and no delay on the part of the Designated Holder or the Required Note Holders in exercising any right, power or remedy shall operate as a waiver thereof or otherwise prejudice the Designated Holder’s or the Required Note Holders’ rights, powers or remedies. No right, power or remedy conferred by this Note upon the Designated Holder or the Required Note Holders shall be exclusive of any other right, power or remedy referred to herein or therein or now or hereafter available at law, in equity, by statute or otherwise.

17. Rights and Obligations of Designated Holder .

(a) Each Note Holder hereby designates and appoints Designated Holder as its representative and agent under the Note Holders’ Notes, and each Note Holder hereby irrevocably authorizes Designated Holder to act on its behalf under the provisions of the Note Holders’ Notes and to exercise such powers and perform such duties as instructed by the Required Note Holders or all of the Note Holders, as applicable, by the terms of the Note Holders’ Notes, together with such powers as are reasonably incidental thereto. The provisions of this Section 17 are solely for the benefit of Designated Holder and the Note Holders, and Borrower shall have no rights as a third party beneficiary of any of the provisions contained herein, except that Borrower shall be able to rely on the authority of Designated Holder to take action under the Note Holders’ Notes as described herein. Any provision to the contrary contained elsewhere in the Note Holders’ Notes notwithstanding, Designated Holder shall not have any duties or responsibilities, except those expressly set forth herein, nor shall Designated Holder have or be deemed to have any fiduciary relationship with any Note Holder, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into the Note Holders’ Notes or otherwise exist against Designated Holder.

(b) Each Note Holder agrees that any action taken by Designated Holder in accordance with the terms of the Note Holders’ Notes and the exercise by Designated Holder of its powers set forth herein or therein, together with such other powers that are reasonably incidental thereto, shall be binding upon all of the Note Holders.

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(c) Designated Holder may execute any of its duties under the Note Holders’ Notes by or through agents, employees or attorneys in fact or other persons and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Designated Holder shall not be responsible for the negligence or misconduct of any agent or attorney in fact that it selects as long as such selection was made without gross negligence or willful misconduct.

(d) The Designated Holder may assign its rights and obligations hereunder to a replacement Designated Holder with written notice to the Note Holders.

18. Except as expressly provided otherwise in this Note, Borrower and every endorser or guarantor, if any, of this Note waive presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Note, and assent to any extension or postponement of the time of payment or any other indulgence, to any substitution, exchange or release of collateral available to the Designated Holder and/or the Required Note Holders, if any, and to the addition or release of any other party or person primarily or secondarily liable.

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

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

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21. The term “ Borrower ” as used herein in every instance shall include Borrower’s successors, legal representatives and permitted assigns, including all subsequent grantees, either voluntarily by act of Borrower or involuntarily by operation of law and shall denote the singular and/or plural and the masculine and/or feminine and natural and/or artificial persons, whenever and wherever the contexts so requires or properly applies. The term “ Holder ” as used herein in every instance shall include Holder’s successors, legal representatives and permitted assigns, as well as all subsequent assignees and endorsees of this Note, either voluntarily by act of the parties or involuntarily by operation of law (subject in each case to Section 22 hereof). Captions and paragraph headings in this Note are for convenience only and shall not affect its interpretation. As used herein, words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires.

22. If and whenever this Note shall be assigned and transferred, or negotiated, including transfers to substitute or successor trustees, in each case subject to the terms of this Note, applicable law and the availability of an exemption from registration for such transfer, which shall be confirmed by the Holder by the Holder providing the Borrower a legal opinion for such transfer, which opinion shall be reasonably accepted by the Borrower, the holder hereof shall be deemed the “ Holder ” for all purposes under this Note.

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

24. If any term or other provision of this Note is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Note shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Note so as to affect the original intent of the parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the extent possible.

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25. Neither this Note nor any term hereof may be amended or waived orally or in writing, except that any term of this Note and the other Note Holders’ Notes may be amended and the observance of any term of this Note and the other Note Holders’ Notes may be waived (either generally or in a particular instance and either retroactively or prospectively), and such amendment or waiver shall be applicable to all of the Note Holders’ Notes (without any required action by such non-consenting Note Holders), upon the approval of the Borrower and the written consent of the Required Note Holders; provided, however, that any amendment that would (i) reduce the principal amount of any Note Holders’ Note, (ii) reduce the percentage in aggregate principal amount of Note Holders’ Notes outstanding necessary to modify or amend the Note Holders’ Notes pursuant to this Section 25 ; or (iii) increase the Conversion Price, shall, in each case, require the approval of the holder of each Note Holders’ Note to which such amendment shall apply. Separately, the Borrower may, without the consent of any holder of the Note Holders’ Notes, amend the Note Holders’ Notes for the purpose of curing any ambiguity or correcting or supplementing any defective provision contained in the Note Holders’ Notes; provided that such modification or amendment does not, in the good faith opinion of the Borrower, adversely affect the interests of the Note Holders of the Note Holders’ Notes in any material respect, or add or modify any other provisions with respect to matters or questions arising under the Note Holders’ Notes which the Borrower may deem necessary or desirable and which will not adversely affect the interests of the Note Holders of the Note Holders’ Notes. The Borrower will not amend any provision of any Note Holders’ Note in a manner more favorable to any other Note Holder, unless a similar amendment is made or offered with respect to all of the Note Holders’ Notes.

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

27. This Note and any signed agreement or instrument entered into in connection with this Note, and any amendments hereto or thereto, may be executed in one or more counterparts, all of which shall constitute one and the same instrument. Any such counterpart, to the extent delivered by means of a facsimile machine or by .pdf, .tif, .gif, .jpeg or similar attachment to electronic mail (any such delivery, an “ Electronic Delivery ”) shall be treated in all manner and respects as an original executed counterpart and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any party, each other party shall re execute the original form of this Note and deliver such form to all other parties. No party shall raise the use of Electronic Delivery to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of Electronic Delivery as a defense to the formation of a contract, and each such party forever waives any such defense, except to the extent such defense relates to lack of authenticity.

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28. Each party herein expressly represents and warrants to all other parties hereto that (a) before executing this Note, said party has fully informed itself of the terms, contents, conditions and effects of this Note; (b) said party has relied solely and completely upon its own judgment in executing this Note; (c) said party has had the opportunity to seek and has obtained the advice of its own legal, tax and business advisors before executing this Note; (d) said party has acted voluntarily and of its own free will in executing this Note; and (e) this Note is the result of arm’s length negotiations conducted by and among the parties and their respective counsel.

29. All notices, approvals, consents, requests, and other communications hereunder shall be in writing and shall be delivered (i) by personal delivery, or (ii) by national overnight courier service, or (iii) by certified or registered mail, return receipt requested, or (iv) via facsimile transmission, with confirmed receipt, or (v) via email. Notice shall be effective upon receipt except for notice via fax (as discussed above). Such notices shall be sent to the applicable party or parties at the address specified on the signature page hereof, subject to notice of changes thereof from any party with at least ten (10) business days’ notice to the other parties. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to be receipt of the notice as of the date of such rejection, refusal or inability to deliver.

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

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IN WITNESS WHEREOF , Borrower has duly executed this Promissory Note as of August 1, 2018 , with an Effective Date as provided above.

“ Borrower ”

PEDEVCO Corp.

By:_________________________

Its:_________________________

Printed Name:________________________

Address for Notice:

4125 Blackhawk Plaza Circle, Suite 201

Danville, California 94506

Attn: Clark R. Moore

Email: cmoore@pacificenergydevelopment.com

“ Holder ”

____________________________

By:_________________________

Printed Name:________________________

Position with Entity (if Holder is an entity):_________________________

If held jointly, joint holder:

By:_________________________

Printed Name:________________________

Address for Notice:

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EXHIBIT A

Conversion Election Form

____________, 20__

Re:

Conversion of Convertible Promissory Note [CN- ]

Ladies and Gentlemen:

You are hereby notified that, pursuant to, and upon the terms and conditions of that certain Convertible Promissory Note CN-__ of PEDEVCO Corp. (the “ Company ”) dated August 1, 2018 in the amount of $_____________ (the “ Note ” – certain capitalized terms used herein have the meanings given to such terms in the Note), held by us, we hereby elect to exercise our Holder Conversion Option (as such term in defined in the Note), in connection with $__________ of the amount currently owed under the Note (including $___________ of Principal and $_________ of accrued Interest), effective as of the date of this writing, which amount will convert into __________ shares of the common stock of the Company (the “ Conversion ”), respectively, based on Conversion Price of $___________ (as defined in the Note). Please issue certificate(s) for the applicable securities issuable upon the Conversion, in the name of the person provided below. The Conversion will not cause us to exceed the Beneficial Ownership Limitation. We hereby re-confirm and re-certify the Representations in connection with, and as of the date of, this notice.

	Very truly yours,
	___________________________
	Name:_______________________

	If on behalf of Entity:
	Entity Name:______________
	Signatory’s Position with Entity: _____________________________

If held jointly:

Joint Holder:___________________

Name:________________________

Please issue certificate(s) for common stock as follows:

Name______________________________________________

Address______________________________________________

Social Security No./EIN of Shareholder ______________________________________

Please send the certificate(s) evidencing the common stock to:

Attn:___________________________________________

Address:________________________________________

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Exhibit 10.2

STOCK PURCHASE

AGREEMENT

THIS STOCK PURCHASE AGREEMENT , dated as of August 1, 2018 (the “ Agreement ”), is by and among Pacific Energy Development Corp. (“ Buyer ”), a Nevada corporation and wholly-owned subsidiary of PEDEVCO Corp., a Texas corporation, and Hunter Oil Production Corp., a Florida corporation (the “ Shareholder ”).

RECITALS:

WHEREAS, the Shareholder owns all of the issued and outstanding shares of stock of Ridgeway Arizona Oil Corp., an Arizona corporation (“ RAOC ”), and EOR Operating Company, a Texas corporation (“ EOR ”) (RAOC and EOR are sometimes referred to collectively as the “ Companies ” or separately as a “ Company ”);

WHEREAS, Buyer, Milnesand Mineral, Inc., a Delaware corporation (“ MMI ”), and Chaveroo Minerals, Inc., a Delaware corporation (“ CMI ”), have entered into that certain Purchase and Sale Agreement dated the date hereof (the “ PSA ”) concerning the purchase of certain oil and gas assets (the “ Assets ”);

WHEREAS, Buyer desires to acquire all of shares of stock of the Companies from the Shareholder; and

WHEREAS, Shareholder, MMI, CMI, Buyer, and Doherty & Doherty LLP (the “ Escrow Agent ”) have entered into that certain Escrow Agreement dated the date hereof (the “ Escrow Agreement ”); and

NOW, THEREFORE, in consideration of the premises and the representations, warranties, covenants and agreements contained herein, the parties hereto, intending to be legally bound, agree as follows:

ARTICLE I

THE TRANSACTION

Section 1.1. Closing. The closing (the “ Closing ”) of the transaction contemplated herein (the “ Transaction ”) is conditioned upon the closing of the transactions contemplated in the PSA, and will occur simultaneously therewith. Termination of the PSA in accordance with section 7.4 thereof shall, except as provided in the Escrow Agreement, terminate this Agreement and the parties shall have no liability or obligation hereunder except and to the extent such termination results from the willful breach by a party of any of its covenants or agreements hereunder, in which case the non-breaching party shall have the right to seek all remedies available at law or in equity, including specific performance, for such willful breach.

Section 1.2. Purchase . At the Closing, Buyer will acquire from the Shareholder 10 shares of the common stock of RAOC and 300 shares of the common stock of EOR (collectively, the “ Shares ”), in each case representing all of the issued and outstanding equity stock of the respective Company. The purchase provided for pursuant to this Section 1.2 shall be effective as of the effective date of the transactions contemplated in the PSA (the “ Effective Time ”).

Section 1.3. Purchase Price . At the Closing, as consideration for the purchase of the Shares pursuant to the terms hereof, Buyer will pay the Shareholder $2,815,636 in cash (the “ Stock Purchase Price ”) by wire transfer in clear funds to the account designed in Exhibit A.

Section 1.4. Taking of Necessary Action; Further Action . At and after the Closing, each of the Parties will take all such reasonable and lawful action as may be necessary or appropriate in order to effectuate the Transaction in accordance with this Agreement as promptly as possible. The Transaction shall be effective as of the Effective Time.

Section 1.5. Definitions . The definitions of certain capitalized terms are set forth in Section 6.2.

ARTICLE II

REPRESENTATIONS

AND WARRANTIES OF BUYER

Buyer represents and warrants to the Shareholder as follows:

Section 2.1. Authority; Non Contravention; Approvals .

(a) The execution and delivery of this Agreement by Buyer and the consummation by Buyer of the Transaction does not and will not violate or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien upon any of the properties or assets of Buyer under any of the terms, conditions or provisions of (i) the charter or bylaws of Buyer, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or Governmental Authority applicable to Buyer or any of its properties or assets, or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which Buyer is now a party or by which Buyer or any of their properties or assets may be bound or affected.

(b) No declaration, filing or registration with, or notice to, or authorization, consent or approval of, any Governmental Authority is necessary for the execution and delivery of this Agreement by Buyer or the consummation by Buyer of the Transaction.

Section 2.2 No Brokers. Buyer has incurred no obligation or liability for brokers’ or finders’ fees relating to the matters provided for in this Agreement which will be the responsibility of Shareholder, and any such obligation or liability that might exist shall be the sole obligation of Buyer.

Section 2.2 No Distribution . Buyer is acquiring the Shares for its own account and not with the intent to make a distribution in violation of the Securities Act of 1933 as amended (and the rules and regulations pertaining thereto) or in violation of any other applicable securities laws, rules or regulations.

Section 2.3 Knowledge and Experience . Buyer has (and had prior to negotiations regarding the Shares) such knowledge and experience in the ownership and the operation of oil and gas companies and financial and business matters as to be able to evaluate the merits and risks of an investment in the Assets. Purchaser is able to bear the risks of an investment in the Shares and understands the risks of, and other considerations relating to, a purchase of the Shares.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

OF THE SHAREHOLDER

Shareholder represents and warrants to Buyer that as of the date hereof and as of the Closing:

Section 3.1. Organization and Qualification . The Shareholder and each Company is a corporation duly organized, validly existing and in good standing under the laws of their state of formation indicated in this Agreement and each has the requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. The Companies are duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the properties owned, leased, or operated by it or the nature of the business conducted by it makes such qualification necessary, each of which jurisdiction is listed in Schedule 3.1. True, accurate and complete copies of the Charter Documents of the Companies, in each case as in effect on the date hereof, including all amendments thereto, have heretofore been delivered to Buyer.

Section 3.2. Capitalization . The Shareholder owns the Shares, free and clear of Liens. The Shares are duly and validly issued, fully paid, and nonassessable. The Shares are the only issued and outstanding equity stock of the Companies. Neither the Companies nor the Shareholder are a party to any option, warrant, purchase right, conversion right, commitment or other Contract that could require the Companies or the Shareholder to issue, sell, transfer, or otherwise dispose of any shares of stock of the Companies. There is no voting trust, proxy, or other agreement or understanding with respect to the voting of any stock of the Companies. Notwithstanding any other provision of this Agreement to the contrary, Seller and the Companies may enter into such re-capitalization transactions as are necessary to reorganize the Companies and eliminate inter-company liabilities provided that the re-capitalization transactions shall not be detrimental to the financial position of the Companies or otherwise to the Purchaser.

Section 3.3. Subsidiaries . Neither Company owns any stock or equity interests in any other entity.

Section 3.4. Authority; Non Contravention; Approvals .

(a) The Shareholder has full power and authority to execute and deliver this Agreement and to consummate the Transaction. This Agreement has been duly executed and delivered by the Shareholder, and, assuming the due authorization, execution and delivery hereof by Buyer, constitutes a valid and legally binding agreement of Shareholder, enforceable against him in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally and (ii) general equitable principles.

(b) The execution and delivery of this Agreement by Shareholder and the consummation by Shareholder of the Transaction does not and will not violate or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien, upon any of the properties or assets of Companies under any of the terms, conditions or provisions of (i) the Charter Documents of the Companies entity, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or Governmental Authority applicable to the Companies or any of their respective properties or assets, or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, or any Operating Agreement.

Section 3.5. Limited Activity . Neither Company owns any real estate. The only Liabilities of the Companies as at the date hereof are listed on Schedule 3.5. The only activity of each Company is to act as a bonded operator with the Bureau of Land Management, New Mexico State Land Office, or the New Mexico Oil Conservation Division of oil and gas properties whose record title interests are owned by MMI and CMI.

Section 3.6. Personal Property .

(a) Schedule 3.6(a) lists each material item of equipment, machinery, furniture, trucks, trailers and other rolling stock and each other item of tangible personal property (the “ Personal Property ”).

(b) Except as set forth on Schedule 3.6(b), (i) the Companies have good title to all Personal Property free and clear of all Liens, and (ii) the Personal Property is in good operating condition, free of any defects.

Section 3.7. Labor, Benefit and Employment Agreements . The Companies do not have any employees.

Section 3.8. Litigation . There are no claims, suits, actions, investigations, or proceedings pending or, to the Knowledge of the Shareholder, threatened against or relating to the Companies, before any court, Governmental Authority, or any arbitrator. Neither the Shareholder nor the Companies are subject to any judgment, decree, injunction, rule or order of any court or Governmental Authority.

Section 3.9. No Violation of Law . Neither Company is in violation, in any material respect, of or has not been given written notice or been charged with any violation of, any law, statute, order, rule, regulation, ordinance or judgment (including, without limitation, any applicable Environmental Law, as hereinafter defined) of any Governmental Authority. No investigation or review by any Governmental Authority with respect to either Company is pending or threatened, nor has any Governmental Authority indicated an intention to conduct the same. The Companies have all permits (including without limitation environmental Permits, licenses, franchises, variances, exemptions, orders and other governmental authorizations, necessary to conduct its business as presently conducted (collectively, the “ Company Permits ”). Neither Company is in violation, in any material respect, of the terms of any Company Permits. The consummation of the Transaction will not cause the Companies to lose for any period its right or ability to conduct its business pursuant to the Company Permits.

Section 3.10. Insurance Policies . Schedule 3.10 sets forth a true and accurate list and summary of current insurance coverage or information concerning any self-insurance program with respect to either of the Companies. The Companies have not received written notice from any current insurance carrier of the intention of such carrier (a) to discontinue any material insurance coverage afforded to the Companies, or (b) to materially increase the premium costs of such insurance.

Section 3.11. Taxes . Except as disclosed on Schedule 3.11:

(a) all Tax Returns required to be filed by the Companies have been duly and timely filed with the appropriate Governmental Authority and all such Tax Returns are correct and complete in all material respects;

(b) all Taxes for which the Companies have liability have been timely paid in full and all Tax withholding and deposit requirements imposed on or with respect to the Companies (including with respect to any payments to its employees) have been satisfied;

(c) no assessment, deficiency or adjustment has been asserted, proposed or threatened in writing with respect to any Taxes due from or Tax Returns required to be filed by the Companies; the Companies are not currently under audit or examination by any Governmental Authority with respect to any Taxes or Tax Returns; there are no Liens on any of the Company Assets that arose in connection with any failure (or alleged failure) to pay any Tax; and no claim has ever been made by a Governmental Authority in a jurisdiction in which the Companies do not file Tax Returns that it is or may be required to file a Tax Return in that jurisdiction; and

(d) true, correct and complete copies of all Tax Returns filed by the Companies during the past three years, and all correspondence to the Companies from, or from the Companies to, a Governmental Authority relating to such Tax Returns or Taxes due from the Companies, have been made available to Buyer.

Section 3.12. Contracts . Schedule 3.12 lists the agreements pursuant to which either of the Companies is operating the oil and gas assets of other parties (the “ Operating Agreements ”). There are no agreements to which the Companies are a party with respect to which any party thereto (including the Companies), is subject to any performance obligations subsequent to the Closing other that the Operating Agreements. True and complete copies (including all amendments) of each Operating Agreement have been provided to Buyer. Except as disclosed on Schedule 3.12: (i) each Operating Agreement is the legal, valid obligation of the Companies and, to the Knowledge of the Shareholder, each other Person party thereto, binding and enforceable against the Companies and, to the Knowledge of the Shareholder, each other Person party thereto except as limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and transfer, and similar laws affecting the rights and remedies of creditors generally and general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity; (ii) no Operating Agreement has been terminated, and neither the Companies nor, to the Knowledge of the Shareholder, any other Person is in material breach or default thereunder, and, to the Knowledge of the Shareholder, no event has occurred that with notice or lapse of time, or both, would constitute a material breach or default, or permit termination, modification in any manner adverse to the Companies or acceleration thereunder; (iii) no party to any Operating Agreement has asserted or has any right to offset, discount or otherwise abate any amount owing under any Operating Agreement except as expressly set forth in such Operating Agreement; and (iv) there are no waivers regarding any Operating Agreement that have not been disclosed in writing to Buyer.

Section 3.13. Bank Accounts . Schedule 3.13 sets forth each bank, savings institution and other financial institution with which the Companies have an account, credit card, or safe deposit box and the names of all persons authorized to draw thereon or to have access thereto. Except as disclosed on Schedule 3.13, the Companies have not given any revocable or irrevocable powers of attorney or similar grant of authority to any Person relating to its business for any purpose whatsoever.

Section 3.14. Restricted Cash . As at the date hereof the Company has $2,315,636 in the accounts listed on Schedule 3.14-1 (the “ Restricted Cash ”). The balance of the Restricted Cash at Closing will at least equal such amount. The restrictions and encumbrances that are applicable to the Restricted Cash are set forth on Schedule 3.14-2.

Section 3.15. Disclosure . No representation or warranty made by the Shareholder in this Article III contains any untrue statement of a material fact, or omits to state a material fact necessary to make such representation or warranty, in light of the circumstances in which it is made, not misleading.

ARTICLE IV

POST CLOSING ADJUSTMENT

Section 4.1. Amount of Adjustments . The purchase price payable pursuant to Section 2.1 of the PSA and the Stock Purchase Price (in the aggregate, the “ Total Purchase Price ”) shall be subject to adjustment as follows:

(a) The Total Purchase Price shall be adjusted upward by the following:

(i) The amount of expenditures made by the Companies, MMI, and CMI (the “ Seller Parties ”) that are attributable to the Assets after the Effective Time including royalties, rentals and similar charges and expenses billed under applicable operating agreements and all prepaid expenses related to the Wells (as defined in the PSA);

(ii) An amount equal to the value of all Seller Parties’ net revenue interest in the hydrocarbons in storage above the pipeline connections, exclusive of tank bottoms, at the Effective Time, that is credited to the Wells and which stored hydrocarbons have not been sold by Seller Parties, calculated using the actual pricing received by Seller as posted and set forth in the Phillips 66 Sales Statements for July 2018 ;

(iii) The amount of cash, other than the Restricted Cash, in the bank accounts of the Companies as of the Effective Time; and

(iv) The receivables of the Companies as of the Effective Time with respect to products produced from the Assets sold before the Effective Time.

(b) The Total Purchase Price shall be adjusted downward by the following:

(i) The amount of the proceeds received by Seller Parties, if any, that are attributable to the Assets after the Effective Time (net of any royalties and any production, severance, sales or other similar taxes not reimbursed to Seller by the purchaser of production);

(ii) The accounts payable and other liabilities of the Seller Parties attributable to periods prior to the Effective Time; and

(iii) Seller’s estimated share of ad valorem taxes for 2018 through the Effective Time pursuant to Section 10.1 of the PSA.

Section 4.2. Post-Closing Settlement Statement . Within sixty (60) days following Closing, Seller shall prepare and deliver to Purchaser a final, post-closing settlement statement consistent with the provisions of Section 4.1. Purchaser and Seller will in good faith negotiate to resolve all disputes associated with the post-closing settlement statement within ninety (90) days following Closing, and any adjustments from the Purchase Price paid at Closing shall be paid to the appropriate party by the obligated party. Notwithstanding the foregoing, however, amounts owed to the Seller Parties (i) pursuant to Section 4.1(a)(ii) of this Agreement shall be paid within three business days of Closing and (ii) amounts owed to the Seller Parties pursuant to Section 4.1(a) (iv) of this Agreement shall be paid within three business days of the receipt by the Companies of the payment for the purchase of August 2018 production, based on the actual product prices applicable thereto at the time of sale in August 2018 as posted and set forth in the Phillips 66 Sales Statements for August 2018.

ARTICLE V

SURVIVAL; INDEMNIFICATION

Section 5.1. Indemnification by the Shareholder . The Shareholder shall indemnify Buyer, and its Affiliates (including its respective officers, directors, employees and agents) (a “ Buyer Indemnified Party ”) against, and hold each of them harmless from and against, any Damages suffered, paid, or incurred by the Buyer Indemnified Party as a result of (a) any inaccuracy or breach of any of the representations and warranties made by or on behalf of the Shareholder in Article III of this Agreement ( in each case without regard to any qualification as to materiality) (the “ Representation Indemnity ”), (b) any violation or breach by Shareholder of or default by a Shareholder under the terms of this Agreement, (c) Pre-Closing Taxes, and (d) Liabilities arising from the operations of the Companies prior to the Effective Time.

Section 5.2. Indemnification by Buyer . Buyer will indemnify, protect and defend each Shareholder against, and hold the Shareholder harmless from and against, any and all Damages suffered, paid, or incurred by such Shareholder as a result of (a) any inaccuracy or breach of the representations and warranties made by or on behalf of Buyer in Article II of this Agreement (in each case without regard to any qualification as to materiality), (b) any violation or breach by Buyer of or default by Buyer under the terms of this Agreement, and (c) Liabilities arising from the operations of the Companies after the Effective Time.

Section 5.3. Limitations. The representations and warranties of Shareholder set forth in Article III shall survive Closing for a period of two years. Shareholder shall have no liability pursuant to the Representation Indemnity until the aggregate amount of damages suffered as a result of all breaches of representations and warranties exceeds $25,000 (the “ Threshold ”), in which case indemnification shall be made by Shareholder including damages up to that amount . The maximum liability of Shareholder pursuant to the Representation Indemnity shall be $1,000,000 (the “ Cap ”). The Threshold and Cap shall be reduced to the extent damages are paid by MMI or CMI pursuant to the Article IV of the PSA.

Section 5.4. Assumption of Liability . From and after the Effective Time, Purchaser agrees to and will assume all surface, plugging and abandonment, and other Environmental Liabilities of whatsoever kind and nature as to the Assets whether from ownership, operation, use or contract. Purchaser acknowledges that there may exist obligations to surface owners or tenants of the surface, such as grazing lessees, of the subject lands to negotiate and execute a surface use and compensation agreement in compliance with the New Mexico Surface Owner’s Protection Act, which obligation may include providing notice of Purchaser’s oil and gas operations and non-oil and gas operations. After the Effective Time, SHAREHOLDER GIVES NO WARRANTY AS TO ITS COMPLIANCE WITH STATE OR FEDERAL GOVERNMENTAL ENTITIES OR REGULATIONS PERTAINING TO ENVIRONMENTAL COMPLIANCE OR PLUGGING LIABILITY AND ADDITIONALLY GIVES NO WARRANTY AS TO THE CONDITION OF THE SURFACE OR OTHER ENVIRONMENTAL LIABILITIES AND PURCHASER ACKNOWLEDGES IT IS ACQUIRING THE ASSETS IN AN EXISTING “AS IS” AND “WHERE IS” CONDITION.

Section 5.5 Indemnification . NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO THE CONTRARY, FROM AND AFTER THE EFFECTIVE TIME PURCHASER AGREES TO AND WILL INDEMNIFY, DEFEND AND HOLD HARMLESS SHAREHOLDER FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, LOSSES, COSTS AND EXPENSES (INCLUDING COURT COSTS AND REASONABLE ATTORNEYS’ FEES) THAT ARE ATTRIBUTABLE TO (I) ENVIRONMENTAL LIABILITIES ARISING FROM SELLER’S OWNERSHIP, OPERATION, OR USE OF THE ASSETS COVERED BY THE PSA, (II) PLUGGING AND ABANDONING ALL WELLS NOW OR HEREAFTER LOCATED ON THE LANDS INCLUDED IN THE ASSETS, (III) ANY AND ALL COSTS INCIDENT TO SUCH PLUGGING AND ABANDONMENT, (IV) ANY ASSET RETIREMENT OBLIGATIONS ASSOCIATED WITH THE ASSETS, AND (V) ALL CLAIMS PERTAINING TO RESTORATION OF THE SURFACE OR ENVIRONMENTAL CLAIMS. THIS SECTION 5.5 SHALL SURVIVE THE EFFECTIVE TIME. THE DEFENSE, INDEMNIFICATION, HOLD HARMLESS AND RELEASE PROVISIONS PROVIDED FOR IN THIS AGREEMENT SHALL BE APPLICABLE WHETHER OR NOT THE LIABILITIES, COSTS, EXPENSES AND DAMAGES IN QUESTION AROSE OR RESULTED SOLELY OR IN PART FROM THE GROSS, SOLE, ACTIVE, PASSIVE, CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY INDEMNIFIED PARTY. SELLER AND PURCHASER ACKNOWLEDGE THAT THIS STATEMENT COMPLIES WITH THE EXPRESS NEGLIGENCE RULE AND IS CONSPICUOUS.

ARTICLE VI

DEFINITIONS AND RULES OF CONSTRUCTION

Section 6.1. Definitions; Rules of Construction .

(a) All article, section, schedule and exhibit references used in this Agreement are to articles, sections, schedules and exhibits to this Agreement unless otherwise specified. The schedules and exhibits attached to this Agreement constitute a part of this Agreement and are incorporated herein for all purposes.

(b) If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). Terms defined in the singular have the corresponding meanings in the plural, and vice versa. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa. The term “includes” or “including” shall mean “including without limitation.” The words “hereof,” “hereto,” “hereby,” “herein,” “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular section or article in which such words appear.

(c) The Parties acknowledge that each Party and its attorney has reviewed this Agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting Party, or any similar rule operating against the drafter of an agreement, shall not be applicable to the construction or interpretation of this Agreement.

(d) The captions in this Agreement are for convenience only and shall not be considered a part of or affect the construction or interpretation of any provision of this Agreement.

(e) Except as specifically provided otherwise in this Agreement, all accounting terms used herein that are not specifically defined shall have the meanings customarily given them pursuant to GAAP.

Section 6.2. Definitions . For purposes of this Agreement:

“ Affiliates ” means a Person controlling, controlled by, or under common control with, the Person to whom the reference is made.

“ Business Days ” means any day other than a Saturday, Sunday or legal holiday under the laws of the United States or the State of Texas.

“ Charter Documents ” means, with respect to a Person, the organizational documents that govern such Person pursuant to its jurisdiction of formation or organization, including as applicable, certificates or articles of incorporation, certificates or articles of formation, bylaws, limited liability company operating agreements, regulations, partnership or limited partnership agreements, and similar instruments.

“ Claim ” means any and all claims, causes of action, demands, lawsuits, suits, proceedings, governmental investigations or audits and administrative orders.

“ Company Assets ” means all of the assets, whether real, personal (tangible or intangible) or mixed, owned or leased by the Companies.

“ Contract ” means any legally binding obligation or agreement, whether or not reduced to writing, and specifically including, without limitation, any client or customer agreement, note, bond, mortgage, lease of real or personal property (including, without limitation, automobile, vehicle and other equipment leases), license and other instrument.

“ Damages ” means any loss, damage, injury, Liability, claim, demand, settlement, judgment, award, fine, penalty, Tax, fee (including any reasonable legal fee, expert fee, accounting fee or advisory fee), charge, cost (including any cost of investigation) or expense of any nature, but will not include (i) any consequential damages, (ii) any exemplary or speculative damages, or (iii) any punitive damages except, in the case of clauses “(i)” through “(iii)” of this definition, such damages relate to or arise out of a Third-Party Claim in which case, such damages shall constitute “Damages.”

“Environmental Laws ” shall mean any and all applicable laws, rules and regulations pertaining to the safety, health or conservation or protection of the Assets, the environment, wildlife, or natural resources in effect in any and all jurisdictions in which the Assets are located, including, without limitation, the Clean Air Act, as amended, the Federal Water Pollution Control Act, as amended, the Safe Drinking Water Act, as amended, the Comprehensive Environmental Response, Compensation and Liability Act, as amended (“ CERCLA ”), the Superfund Amendments and Reauthorization Act of 1986, as amended (“ SARA ”), the Resource Conservation and Recovery Act, as amended (“ RCRA ”), the Hazardous and Solid Waste Amendments Act of 1984, as amended, the Toxic Substances Control Act, as amended, the Occupational Safety and Health Act, as amended (“ OSHA ”), and any applicable state, tribal, or local counterparts

“ Environmental Liabilities ” means any condition that exists with respect to the air, land, soil, surface, subsurface strata, surface water, ground water or sediments which causes an Asset to be subject to fine, liability, clean-up or remediation under any of the Environmental Laws.

“ GAAP ” means generally accepted accounting principles, consistently applied, of the United States of America, as applicable.

“ Governmental Authority ” means any nation, province, state or political subdivision thereof, and any agency, natural Person or other entity exercising executive, legislative, regulatory or administrative functions of or pertaining to government.

“ Knowledge of the Shareholder ” means (i) the actual knowledge of the Shareholder, and/or (ii), the knowledge that the Shareholder would be expected to have if he had conducted a reasonable inquiry of those individuals within the Company who had responsibility over the subject matter at issue.

“ Liabilities ” means all damages, liabilities or obligations of any nature whatsoever, whether absolute or contingent, due or to become due, accrued or unaccrued, known or unknown, or otherwise, including indebtedness for money borrowed, accounts payable, liabilities imposed by law and/or Governmental Authorities BUT SPECIFICALLY EXCLUDES all Environmental Liabilities.

“ Liens ” means all mortgages, restrictions, liens, pledges, charges, claims, options, calls, or encumbrance of any nature whatsoever.

“ Party ” means any one of the Parties.

“ Parties ” means Buyer and the Shareholder.

“ Person ” means any natural person, firm, general or limited partnership, association, corporation, limited liability company, company, trust, other organization (whether or not a legal entity), public body or government, including any Governmental Authority.

“ Pre-Closing Taxes ” means any Taxes of the Companies attributable to any Pre-Closing Taxable Period. In the case of any Taxes that are payable with respect to any Straddle Period, the portion of any such Taxes that are attributable to the Pre-Closing Taxable Period is (i) in the case of any property or ad valorem Taxes or other Taxes determined without regard to income, receipts or transactions occurring on a specific date, deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the portion of the Straddle Period up to and including the Closing Date and the denominator of which is the number of days in the entire Straddle Period, and (ii) in the case of all other Taxes, deemed equal to the amount which would be payable as computed on a “closing-of-the-books” basis if the relevant Straddle Period ended on and included the Closing Date; provided , however , that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the portion of the Straddle Period up to and including the Closing Date and the remainder of such Straddle Period in proportion to the number of days in each period. Any franchise Tax or other Tax providing the right to do business for a specified period shall be allocated to the taxable period during which the income, operations, assets or capital comprising the base of such Tax is measured, regardless of whether the right to do business for another period is obtained by the payment of such Tax.

“ Pre-Closing Taxable Period ” means any taxable period ending on or before the Closing Date and that portion of any Straddle Period up to and including the Closing Date.

“ Straddle Period ” means any Tax period beginning on or before and ending after the Closing Date.

“ Tax ” or “ Taxes ” means any federal, state, local, or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental (including taxes under Code Section 59A), customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or other tax of any kind whatsoever, whether computed on a separate or consolidated, unitary or combined basis or in any other manner, including any interest, penalty, or addition thereto, whether disputed or not.

“ Tax Return ” means a return, declaration of estimated Tax, Tax report or information return relating to any Taxes with respect to the applicable Person or their income, assets or operations.

ARTICLE VII

MISCELLANEOUS

Section 7.1. Remedies . If any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing Party or Parties shall be entitled to recover reasonable attorneys’ fees and other costs incurred in that action or proceeding in addition to any other relief to which it or he may be entitled at law or equity.

Section 7.2. Notices . All notices, consents, demands or other communications required or permitted to be given pursuant to this Agreement shall be deemed sufficiently given: (i) when delivered personally during a business day to the appropriate location described below or telefaxed to the telefax number indicated below (with confirmation of transmission), or (ii) five (5) Business Days after the posting thereof by United States first class, registered or certified mail, return receipt requested, with postage fee prepaid and addressed:

If to Buyer:	Pacific Energy Development Corp. 4125 Blackhawk Plaza Circle, Suite 201 Danville, CA 94506 Attention: Clark Moore Fax: (510) 743-4262 Email: cmoore@pacificenergydevelopment.com
With a copy to:	Casey W. Doherty, Sr.
	Doherty & Doherty LLP
	1717 St. James Place, Suite 520
	Houston, Texas 77056
	Fax: (713) 572-1001

If to the Shareholder:	Hunter Oil Production Corp.
	1040 West Georgia Street Suite 940 Suite 940 Vancouver, B.C. V6E 4H1 CA
	Attention: Corporate Secretary Fax: (604) 485-8509 Email: corpsec@hunteroil.com

Section 7.3. Successors . This Agreement shall be binding upon each of the Parties upon their execution, and inure to the benefit of the Parties and their respective successors and assigns. Specifically, but not by way of limitation, Buyer shall be permitted to assign and transfer all or any portion of its rights hereunder to any Affiliate of Buyer provided that Buyer continues to be an obligor with respect to such assigned obligations following such assignments.

Section 7.4. Severability . In the event that any one or more of the provisions contained in this Agreement or in any other instrument referred to herein, 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 of this Agreement or any such other instrument.

Section 7.5. Section Headings . The section headings used herein are descriptive only and shall have no legal force or effect whatsoever. Except to the extent the context specifically indicates otherwise, all references to articles and sections refer to articles and sections of this Agreement, and all references to the exhibits and schedules refer to exhibits and schedules attached hereto, each of which is made a part hereof for all purposes.

Section 7.6. Gender . Whenever the context so requires, the masculine shall include the feminine and neuter, and the singular shall include the plural and conversely.

Section 7.7. Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, U.S.A., applicable to agreements and contracts executed and to be wholly performed there, without giving effect to the conflicts of laws principles thereof. Exclusive venue for any legal or equitable action relating to this Agreement or the Transaction shall lie in Harris County, Texas.

Section 7.8. Multiple Counterparts . This Agreement may be executed in multiple counterparts, each of which shall be deemed an original.

Section 7.9 Waiver . Any waiver by any Party to be enforceable must be in writing and no waiver by any Party shall constitute a continuing waiver.

Section 7.10. Entire Agreement . This Agreement and the other agreements referred to herein set forth the entire understanding of the Parties relating to the subject matter hereof and thereof and supersede all prior agreements and understandings among or between any of the Parties relating to the subject matter hereof and thereof..

Section 7.11. Termination . The obligations of the Parties to close the Transaction shall terminate upon the termination of the obligations of the parties to the PSA to close the transactions contemplated thereunder.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date and year first set forth above.

BUYER:

PACIFIC ENERGY DEVELOPMENT CORP.

By:

/s/ Simon Kukes

Name:

Dr. Simon Kukes

Title:

Chief Executive Officer

SHAREHOLDER:

HUNTER OIL PRODUCTION CORP.

By:

/s/ Al. H. Denson

Name:

Al H. Denson

Title:

President

Signature page to Stock Purchase Agreement

EXHIBIT A

Attached to and made a part of that certain Share Purchase Agreement dated as of August 1, 2018, by and between Milnesand Minerals Inc. and Chaveroo Minerals Inc., collectively, Seller, and Pacific Energy Development Corp., as Purchaser.

WIRE INSTRUCTIONS

- redacted -

Exhibit A to Stock Purchase Agreement

Schedule 3.1

Attached to and made a part of that certain Share Purchase Agreement dated as of August 1, 2018, by and between Hunter Oil Production Corp, as Seller, and Pacific Energy Development Corp., as Purchaser.

JURISDICTIONS

- redacted -

Schedule 3.5

LIABILITIES

- redacted -

Schedule 3.6(a)

TANGIBLE PERSONAL PROPERTY

- redacted -

Schedule 3.6(b)

ENCUMBRANCES

- redacted -

Schedule 3.10

INSURANCE POLICIES

- redacted -

Schedule 3.11

TAXES

- redacted -

Schedule 3.12

OPERATING AGREEMENTS

- redacted -

OTHER AGREEMENTS

- redacted -

Schedule 3.13

BANK ACCOUNTS

- redacted -

Schedule 3.14-1

RESTRICTED CASH ACCOUNTS

- redacted -

Exhibit 10.3

Exhibit 10.4

Exhibit 16.1

United States Securities and Exchange Commission

Office of the Chief Accountant

100 F Street, N.E.

Washington, D.C. 20549

Ladies and Gentleman:

We have read the statements under Item 4.01 in the Form 8-K dated August 1, 2018, of PEDEVCO Corp. (the “ Company ”) to be filed with the Securities and Exchange Commission and we agree with such statements therein as related to our firm. We have no basis to agree or disagree with the other statements made by the Company in the Form 8-K.

Sincerely,

/s/ GBH CPAs, PC

GBH CPAs, PC

www.gbhcpas.com

Houston, Texas

July 30, 2018

Exhibit 99.1

Pacific Energy Development Enters Agreements to Acquire Producing Assets in the Permian and D-J Basins

Expands Executive, Engineering, Development, Accounting, Regulatory, Technical and Operating Teams

Headquarters Moved to Houston, Texas

Houston, Texas, Wednesday, August 1, 2018 – PEDEVCO Corp. d/b/a Pacific Energy Development (NYSE American: PED) (the “Company") reported today that it has entered into an agreement to acquire over 23,000 net leasehold acres, all operated production, and all related existing infrastructure and certain operating companies from certain U.S. subsidiaries of Hunter Oil Corp. (OTCQX: HOILF; TSX-V: HOC), with closing scheduled to occur on or about August 31, 2018, subject to satisfaction of closing conditions. These assets are located in the prolific San Andres play in the Permian Basin situated in west Texas and eastern New Mexico, with all acreage and production 100% operated and substantially all acreage held by production.

In addition, effective August 1, 2018, the Company acquired 100% ownership of Condor Energy Technology LLC, which owns and operates 4 horizontal wells producing from the Niobrara formation, and approximately 2,340 net acres held by production, all located in the D-J Basin in Weld and Morgan Counties, Colorado, and represents “bolt-on” acreage to the Company’s existing operations in the D-J Basin.

Also effective August 1, 2018, Mr. J. Douglas Schick, an oil and gas executive with over 20 years’ experience in the industry, joined the Company as its new President, with responsibility over the Company’s exploration and production and mergers and acquisition functions, reporting directly to Company CEO Simon Kukes. In addition, effective August 1, 2018, the Company hired four additional employees with expertise in oil and gas development, operations, engineering, accounting and regulatory matters, and relocated its headquarters to Houston, Texas. Current Company Chief Financial Officer, Mr. Gregory Overholtzer, and current Company Executive Vice President, General Counsel and Secretary, Mr. Clark R. Moore, remain in office in their current roles, with Mr. Moore assuming the additional responsibility and oversight over all Company human resource matters.

Dr. Simon Kukes, the CEO of the Company, commented, "Consistent with our business plan to acquire accretive assets and focus on long-term growth, we have acquired the additional D-J Basin assets, and plan to close on the acquisition of the Permian Basin assets by the end of the month. I have also further directly funded the Company to acquire these assets. With the additional team members now in place, and Company headquarters relocated to Houston, I believe we are positioned to continue growing the Company through additional acquisitions and development of our assets.”

Announcement of Date of Annual Meeting

The Company has scheduled its 2018 Annual Meeting of Stockholders to be held on Thursday, September 27, 2018 at 10:00 a.m. local time at PEDEVCO Corp.’s corporate office located at 1250 Wood Branch Park Drive, Houston, Texas 77079. The record date for determination of stockholders entitled to vote at the meeting, and any adjournment thereof, is planned to be set on or around the close of business on August 9, 2018. More information regarding the Company's 2018 Annual Meeting of Stockholders will be disclosed in the Company's proxy statement which the Company plans to file with the Securities and Exchange Commission shortly after the record date.

To be timely, pursuant to the company's Bylaws, as amended, and Rule 14a-8 of the Securities Exchange Act of 1934, as amended, any notice of business or nominations with respect to the 2018 Annual Meeting of Stockholders must be received by the Company at its principal executive offices at 1250 Wood Branch Park Drive, Suite 400, Houston, Texas, Attention: Corporate Secretary by no later than 5:00 p.m., Central Time, on August 11, 2018. Any such stockholder proposal must be submitted and must comply with the applicable rules and regulations of the Securities and Exchange Commission, including Rule 14a-8 of the Securities Exchange Act of 1934, as amended, and the Company's Bylaws, as amended.

About Pacific Energy Development (PEDEVCO Corp.)

PEDEVCO Corp, d/b/a Pacific Energy Development (NYSE American: 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 assets are its D-J Basin Asset located in the D-J Basin in Weld and Morgan Counties, Colorado, and the Permian Basin assets located in west Texas and eastern New Mexico scheduled to be acquired in late August 2018. Pacific Energy Development is headquartered 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 (the “Acts”). In particular, when used in the preceding discussion, the words "estimates," "believes," "hopes," "expects," "intends," "plans," "anticipates," or "may," and similar conditional expressions are intended to identify forward-looking statements within the meaning of the Act, and are subject to the safe harbor created by the Act. Any statements made in this news release other than those of historical fact, about an action, event or development, are forward-looking statements. 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, 2017 and subsequently filed Quarterly Reports on Form 10-Q under the heading "Risk Factors". 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, except as otherwise required by law, and also takes no obligation to update or correct information prepared by third parties that are not paid for by the Company. Readers are also urged to carefully review and consider the other various disclosures in the Company's public filings with the Securities Exchange Commission (SEC).

Contacts

Pacific Energy Development

1-855-733-3826

PR@pacificenergydevelopment.com