PEDEVCO CORP (Form: 8-K, Received: 01/04/2019 16:33:46)

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): December 31, 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)

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.

In connection with PEDEVCO Corp.’s (the “ Company ”, “ PEDEVCO ”, “ we ” and “ us ”) consolidation of accounting operations to its new Houston, Texas headquarters, on December 31, 2018, the Company and the Company’s Chief Financial Officer, Mr. Gregory Overholtzer, entered into a Separation and General Release Agreement (the “ Separation Agreement ”) pursuant to which, effective December 31, 2018 (the “ Separation Date ”), Mr. Overholtzer and the Company mutually agreed to discontinue Mr. Overholtzer’s employment with the Company and Mr. Overholtzer resigned from all positions held with the Company and its subsidiaries. Mr. Overholtzer will continue to work with the Company in a transitional consulting capacity until April 7, 2019 (the “ Transition Period ”) pursuant to a Consulting Agreement entered into by and between the Company and Mr. Overholtzer on January 1, 2019 (the “ Consulting Agreement ”). Pursuant to the Consulting Agreement, Mr. Overholtzer agreed to provide accounting and financial reporting services and support to the Company for an average of up to six (6) hours per week during the Transition Period in exchange for cash compensation of $15,000 per month and continued COBRA insurance coverage for Mr. Overholtzer and his dependents paid for by the Company during the Transition Period. Upon the successful conclusion of the Transition Period, (i) the Company agreed to accelerate the vesting of an aggregate of 20,000 shares of restricted common stock previously issued to Mr. Overholtzer by the Company (the “ Unvested Shares ”), which would have otherwise vested ratably over three years through December 12, 2021, subject to Mr. Overholtzer’s continued service to the Company, and which would have otherwise been forfeited by Mr. Overholtzer upon his separation from the Company prior to such vesting date, (ii) the Company agreed to accelerate the vesting of options to purchase an aggregate of 30,000 shares of the Company’s common stock at an exercise price of $0.3088 per share previously issued to Mr. Overholtzer by the Company (the “ Unvested Options ”), which would have otherwise vested in full on June 28, 2019 , subject to Mr. Overholtzer’s continued service to the Company, and which would have otherwise been forfeited by Mr. Overholtzer upon his separation from the Company prior to such vesting date, and (iii) the Company agreed to extend the exercise period for all of Mr. Overholtzer’s options for a period of three (3) years following the Separation Date (regardless of their original terms). In addition, pursuant to the Separation Agreement, Mr. Overholtzer agreed to fully-release the Company from all claims in exchange for the Company agreeing to pay a lump sum cash payment of $15,833.33 to Mr. Overholtzer following the effectiveness of the Separation Agreement.

The foregoing descriptions of the Separation Agreement and Consulting Agreement do not purport to be complete and are qualified in their entirety by reference to the Separation Agreement and Consulting Agreement, copies of which are attached as Exhibit 10.1 and Exhibit 10.2 , 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 with respect to the Separation Agreement and Consulting Agreement and the amounts due in connection therewith are incorporated in this Item 2.03 by reference.

Item 5.02 Departure o f Directors o r Certain Officers; Election o f Directors; Appointment o f Certain Officers; Compensatory Arrangements o f Certain Officers.

See the discussions under Item 1.01 above with respect to the resignation of Mr. Overholtzer as an employee and executive officer (Chief Financial Officer) of the Company and its subsidiaries, the Separation Agreement and the Consulting Agreement, which are incorporated in this Item 5.02 by reference.

Item 9.01 Financial Statements and Exhibits.

(a) Exhibits.

Exhibit No.		Description

10.1 *	Separation and General Release Agreement, dated December 31, 2018, between Pacific Energy Development Corp. and Gregory Overholtzer
10.2 *		Consulting Agreement, dated January 1, 2019, between Gregory Overholtzer and Pacific Energy Development Corp.

* Filed herewith.

SIGNATURES

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

	PEDEVCO CORP.

Date: January 4, 2019	By:	/s/ Simon G. Kukes
		Simon G. Kukes
		Chief Executive Officer

EXHIBIT INDEX

Exhibit No.		Description

10.1 *	Separation and General Release Agreement, dated December 31, 2018, between Pacific Energy Development Corp. and Gregory Overholtzer
10.2 *		Consulting Agreement, dated January 1, 2019, between Gregory Overholtzer and Pacific Energy Development Corp.

* Filed herewith.

Exhibit 10.1

SEPARATION AND GENERAL RELEASE AGREEMENT

The following Separation Agreement and General Release (“ Agreement ” or “ Release Agreement ”) between Gregory Overholtzer (“ I ” or “ Employee ”), Pacific Energy Development Corp. (“ PEDEVCO ” or the “ Company ”) is entered into with the following terms:

I agree and acknowledge that effective as of 5:00 PM (Pacific) on December 31, 2018 (the “ Separation Date ”), my employment with the Company shall be considered mutually terminated by the parties. This Release Agreement is given in consideration of the Severance Benefits described below. I understand the Severance Benefits are additional benefits for which I am not eligible unless I elect to sign this Agreement. I agree that this Agreement is not given in return for the payment of any wages undisputedly due or owing. I also understand and agree that I will not be entitled to such consideration if I accept an offer with PEDEVCO or with an affiliated or related Company or a successor to PEDEVCO or any of its affiliated or related Companies prior to the payment of such Severance Benefits.

CONSIDERATION

In accordance with the terms of this Agreement, and provided that I sign and do not revoke this Agreement within the deadlines set forth herein, I will be entitled to receipt of a cash payment of $15,833.33 (the “ Cash Severance ”), paid on the Company’s regular payroll schedule after the Company receives the executed release and the revocation period provided for below has expired and subject to applicable deductions.

In addition, as of the Separation Date, I agree to enter into a Consulting Agreement with the Company, in a form mutually acceptable to me and the Company, pursuant to which I will provide transitional consulting services to the Company (the “ Consulting Agreement ”).

In addition, I agree and acknowledge that, as of the Separation Date, I hold the following options to purchase common stock of the Company (the “ Stock Options ”):

Grant Date	Exercise Price	# Option Shares Vested	# Option Shares Unvested
February 9, 2012	$3.00	1,100	0
June 18, 2012	$5.10	11,667	0
January 7, 2015	$3.70	5,000	0
January 7, 2016	$2.20	15,000	0
December 28, 2016	$1.10	60,000	0
December 28, 2017	$0.3088	45,000	30,000 (vesting 6/28/19)

In accordance with the terms of my applicable stock option agreements issued to me, all unvested Stock Options would be forfeited on the Separation Date, absent the execution and effectiveness of this Agreement and entry into, and performance in accordance with, the Consulting Agreement. I agree and acknowledge that, during the term of my Consulting Agreement, my unvested Stock Options shall continue to vest and be exercisable in accordance with their terms, and that, in accordance with the terms of my Consulting Agreement, effective immediately upon the Termination Date under the Consulting Agreement, provided such Consulting Agreement was not terminated by the Company prior to the end of the stated term due to my breach thereof, all of my unvested Stock Options shall fully vest, and all of my Stock Options will be exercisable for a period of three (3) years following the Separation Date (the “ Option Vesting Acceleration and Extended Exercise ”).

In addition, in accordance with the stock purchase agreements entered into between me and the Company governing the vesting terms of my 20,000 shares of restricted common stock of the Company currently vesting on April 7, 2019, subject to the terms and conditions of the Consulting Agreement (“ Unvested Stock ”), all Unvested Stock would be forfeited on the Separation Date, absent the execution and effectiveness of this Agreement and entry into, and performance in accordance with, the Consulting Agreement. I agree and acknowledge that, during the term of my Consulting Agreement, my Unvested Stock shall continue to vest in accordance with the terms of the applicable stock purchase agreement, and that, in accordance with the terms of my Consulting Agreement, effective immediately upon the Termination Date under the Consulting Agreement, provided such Consulting Agreement was not terminated by the Company prior to the end of the stated term due to my breach thereof, all of my Unvested Stock shall fully vest (the “ Stock Vesting ”).

I acknowledge and agree that I have no other options, unvested stock or other rights to purchase stock in the Company other than the rights to purchase shares subject to the Stock Options and the Unvested Stock detailed above.

In addition, subject to the effectiveness of this Agreement, I shall be entitled to retain ownership and possession of one (1) Lenovo Thinkpad laptop issued to me by the Company (the “ Laptop Benefit ”).

The Cash Severance, entry into the Consulting Agreement, the potential Option Vesting Acceleration and Extended Exercise, the potential Stock Vesting, and the Laptop Benefit shall collectively be referred to as the “ Severance Benefits .” I agree that the Severance Benefits are something of value and that I am not already entitled to these additional benefits and compensation. I understand and agree that the Severance Benefits to be paid under this Agreement are due solely from the Company and that Insperity PEO Services, L.P. (“ Insperity ”) has no obligation to pay the Severance Benefits even though payment may be processed through Insperity.

RELEASE

Released Claims

In consideration of being provided the Severance Benefits, I, on behalf of my heirs, spouse and assigns, hereby completely release and forever discharge PEDEVCO and Insperity, their past and present parent companies, subsidiaries, affiliates, related entities, and each of their past and present principals, partners, agents, officers, directors, plan fiduciaries, employees, attorneys, insurers, successors, shareholders and assigns (collectively, “ Released Parties ”) from any and all claims, of any and every kind, nature and character, known or unknown, foreseen or unforeseen, based on any act or omission occurring prior to the date of my signing this Release Agreement to the fullest extent allowed by law, including but not limited to any claims arising out of my offer of employment, my employment letter agreement, dated June 16, 2012, as amended April 25, 2016, my employment, or termination of my employment with the Company and Insperity; and any disputed wages, commissions, and bonuses. This release of claims includes, without limitation, claims at law or equity or sounding in contract (express or implied) or tort, claims arising under any federal, state, or local laws, of any jurisdiction, including, without limitation, those that prohibit age, sex, race, national origin, color, sexual orientation, pregnancy, disability, religion, veteran status, gender identity or gender expression, or any other form of discrimination, harassment, or retaliation. The matters released include, but are not limited to, any claims under federal, state, or local laws, including claims arising under the Age Discrimination in Employment Act of 1967 (“ ADEA ”) as amended by the Older Workers’ Benefit Protection Act (“ OWBPA ”), Title VII of the Civil Rights Act of 1964; the Equal Pay Act of 1963; the Americans with Disabilities Act of 1990; the Civil Rights Act of 1866, 42 U.S.C. §1981; the Employee Retirement Income Security Act of 1974; the Civil Rights Act of 1991; the Family and Medical Leave Act of 1993; the California Family Rights Act, the California Fair Employment and Housing Act, the California Labor Code, and any other state or federal law, common law tort, contract, or statutory claims, and any claims for attorneys’ fees and costs.

I understand and agree that , with the exception of excluded claims, this Release Agreement extinguishes all claims, whether known or unknown, foreseen or unforeseen. I expressly waive any rights or benefits under Section 1542 of the California Civil Code, or any equivalent statute. California Civil Code Section 1542 provides as follows:

“A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”

I fully understand that, if any fact with respect to any matter covered by this Release Agreement is found hereafter to be other than or different from the facts now believed by me to be true, I expressly accept and assume that this Release Agreement shall be and remain effective, notwithstanding such difference in the facts.

Claims Excluded from Release

Notwithstanding the foregoing, claims challenging the validity of this Release Agreement under the ADEA as amended by the OWBPA, and any claims that cannot be released as a matter of law as set forth under the Protected Rights section below, are not released (collectively, “ Excluded Claims ”).

Enforcement of This Release Agreement

I also understand and agree that, if any suit, affirmative defense, or counterclaim is brought to enforce the provisions of this Release Agreement, with the exception of Excluded Claims, the prevailing party shall be entitled to its costs, expenses, and attorneys’ fees as well as any and all other remedies specifically authorized under the law.

In the event that I breach any of my obligations under this Release Agreement, the Company and Insperity will be entitled to recover all relief provided by law or equity.

Covenant Not to Sue

I agree not to pursue any action nor seek damages or any other remedies for any released claims. I agree to execute any and all documents necessary to request dismissal or withdrawal, or to opt-out, of such claims with prejudice.

Confidentiality

I further acknowledge that during my employment, I may have obtained confidential, proprietary, and trade secret information, including information relating to the Company’s products, plans, designs and other valuable confidential information. Except as provided under the Protected Rights section below, I agree not to use or disclose any such confidential information unless required by subpoena or court order and that I will first give the Company written notice of such subpoena or court order with reasonable advance notice to permit the Company to oppose such subpoena or court order if it chooses to do so. I will further agree that, except as provided under the Protected Rights section below or unless required to do so by law, I will not disclose voluntarily or allow anyone else to disclose either the existence, reason for, or contents of this Release Agreement without PEDEVCO’s prior written consent.

Notwithstanding this provision, I am authorized to disclose this Release Agreement to my spouse, attorneys and tax advisors on a “need to know” basis, on the condition that they agree to hold the terms of the Release Agreement, including the severance payment(s), in strictest confidence. I am further authorized to make appropriate disclosures in response to a subpoena, provided that I notify PEDEVCO in writing of such legal obligations to disclose at least five (5) business days in advance of disclosure. No such notice, however, is required if I make disclosure of confidential information of this Release Agreement in the process of exercising my right or ability to file a charge or claim or communicate or cooperate with any federal, state or local agency, including providing documents or other information as set forth under the Protected Rights section below.

If I do, however, make an unauthorized disclosure, I agree to pay the Company $1,000 per occurrence and to indemnify and hold harmless the Company for and against any and all costs, losses or liability, whatsoever, including reasonable attorney’s fees, caused by my breach of the non-disclosure provisions.

Miscellaneous

I understand that the Company has not made any promises and has no obligation to re-hire or employ me.

I will not make disparaging comments about the Company or its principals, partners, employees, officers, directors, or its affiliates at any time.

I further agree to indemnify the Released Parties and hold the Released Parties harmless from any and all claims made by any entity, governmental or otherwise, on account of an alleged failure by me or the Released Parties to satisfy any taxes associated with this Agreement including, but not limited to, applicable federal, state, and local income taxes, unemployment insurance, workers’ compensation insurance, disability insurance, Social Security taxes, and other charges or obligations.

I also agree that for a period of one (1) year after the termination of my employment with the Company and Insperity, I shall not induce or attempt to induce any employee, agent, or consultant of the Company to terminate his or her association with the Company. The Company and I agree that the provisions of this paragraph contain restrictions that are not greater than necessary to protect the interests of the Company. In the event of the breach or threatened breach by me of this paragraph, the Company, in addition to all other remedies available to it at law or in equity, will be entitled to seek injunctive relief and/or specific performance to enforce this paragraph.

This Release Agreement constitutes the entire agreement between myself and the Company - with respect to any matters referred to in this Release Agreement. This Release Agreement supersedes any and all of the other agreements between me and the Company -, except for any restrictive covenants, which remain in full force and effect, including but not limited to, the Employment, Confidential Information, Invention Assignment and Arbitration Agreement, and/or the Proprietary Information and Inventions Agreement. No other consideration, agreements, representations, oral statements, understandings or course of conduct which are not expressly set forth in this Release Agreement should be implied or are binding. I am not relying upon any other agreement, representation, statement, omission, understanding, or course of conduct, which is not expressly set forth in this Release Agreement. I understand and agree that this Release Agreement shall not be deemed or construed at any time or for any purposes as an admission of any liability or wrongdoing by either myself or the Company or Insperity.

Except to the extent that ERISA or any other federal law applies to the Release Agreement and preempts state law, the terms and conditions of this Release Agreement will be interpreted and construed in accordance with the laws of California, excluding any conflict-of-law rule or principle that might refer to the laws of another state. I also agree that if any provision of this Release Agreement is deemed invalid, the remaining provisions will still be given full force and effect.

Agreement Knowingly and Voluntarily Executed; Waiting and Revocation Periods, ADEA Waiver

I expressly acknowledge that this Agreement contains a waiver of claims under the ADEA as amended by the OWBPA and I have been advised and instructed that I have the right to consult with an attorney of my own choice and that I should review the terms of this Agreement with counsel of my own selection. I further confirm, warrant and represent:

●

I have carefully read the terms of this Agreement, and I am fully aware of the Agreement’s contents and legal effects;

●

I was given a copy of this Agreement on December 31, 2018. I have had an opportunity to consult an attorney of my own choice before signing it and was given a period of at least 21 days, or until January 21, 2019, to consider this Agreement.

●

I understand that once signed, I may revoke this Agreement by notifying Clark R. Moore in writing via hand delivery or email (cmoore@pedevco.com) no later than seven (7) days following my execution of this Agreement, and that this Agreement shall not become effective or enforceable until such revocation period has expired;

●

PEDEVCO and I agree that any later agreed-upon changes to this Release Agreement, whether material or immaterial, do not restart the running of the 21-day period.

●

Further, I understand that claims challenging the validity of this Release Agreement under the ADEA as amended by the OWBPA are not released.

●

I execute this Agreement voluntarily, knowingly, and willingly. I have read this Release Agreement and understand all of its terms. Prior to execution of this Release Agreement, I have apprised myself of sufficient relevant information in order that I might intelligently exercise my own judgment.

Protected Rights

I understand that nothing contained in this Release Agreement limits my rights to file a charge or complaint with the Equal Employment Opportunity Commission, Department of Labor, National Labor Relations Board, California Department of Fair Employment and Housing, or any other federal, state, or local governmental agency or commission. I further understand that this Release Agreement does not limit my ability to communicate with any such agencies or otherwise participate in any investigation or proceeding that may be conducted by such agencies, including providing documents or other information, without notice to the Company. Nonetheless, I release any right to recover monetary damages from any of the Released Parties through any charge or claim I file or that an agency or anyone else files on my behalf.

Pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. §1833(b)), I shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that is made in confidence either directly or indirectly to a Federal, State, or local government official, or to an attorney, solely for the purpose of reporting or investigating, a violation of law. I shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret made in a complaint, or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If I file a lawsuit alleging retaliation by the Employer for reporting a suspected violation of the law, I may disclose the trade secret to my attorney and use the trade secret in the court proceeding, so long as any document containing the trade secret is filed under seal and does not disclose the trade secret, except pursuant to court order. This paragraph will govern to the extent it may conflict with any other provision of this Agreement.

ACCEPTANCE OF RELEASE AGREEMENT

I ACKNOWLEDGE AND AGREE THAT I HAVE FULLY READ, UNDERSTAND, AND VOLUNTARILY ENTER INTO THIS AGREEMENT AND AGREE TO ALL THE TERMS OF THE RELEASE. I ACKNOWLEDGE AND AGREE THAT I HAD AN OPPORTUNITY TO ASK QUESTIONS AND CONSULT WITH AN ATTORNEY OF MY CHOICE BEFORE SIGNING THIS AGREEMENT. I FURTHER ACKNOWLEDGE THAT MY SIGNATURE BELOW IS AN AGREEMENT TO RELEASE EMPLOYER FROM ANY AND ALL CLAIMS THAT CAN BE RELEASED AS A MATTER OF LAW.

NOTICE: Sign below on or after your Separation Date:

EMPLOYEE	PACIFIC ENERGY DEVELOPMENT CORP.

Signature: /s/ Gregory Overholtzer	By: /s/ Clark R. Moore
Print Name: Gregory Overholtzer	Name: Clark R. Moore
	Title: EVP, Pacific Energy Development Corp.
Date: December 31, 2018

Exhibit 10.2

CONSULTING AGREEMENT

This Agreement is made and entered into, as of January 1, 2019 (“ Effective Date ”), by and between PEDEVCO Corp., a Texas corporation (“ Company ”), having a principal place of business at 1250 Wood Branch Park Dr., Suite 400, Houston, Texas 77079 and Gregory Overholtzer, a(n) X individual, partnership, limited liability partnership, corporation, limited liability company (check the appropriate box) of the State of California, having a principal place of business at 562 Karina Court, San Ramon, CA 94582 (“ Consultant ”).

1. Engagement of Services . Company engages Consultant to provide the services set forth on Schedule A attached hereto. Schedule A can be amended from time to time should the scope of services change at any time.

2. Compensation; Timing . Company will pay Consultant the fee set forth on Schedule A . Company will reimburse Consultant’s expenses which have been approved beforehand in writing by Company (email acceptable) no later than thirty (30) days after Company’s receipt of Consultant’s invoice, provided that reimbursement for expenses may be delayed until such time as Consultant has furnished reasonable documentation for authorized expenses as Company may reasonably request. Upon termination of this Agreement for any reason, Consultant will be (a) paid fees on the basis stated on Schedule A and (b) reimbursed only for expenses that are incurred pursuant to this Section 2 prior to termination of this Agreement.

3. Independent Contractor Relationship .

(a) Consultant’s relationship with Company is that of an independent contractor, and nothing in this Agreement is intended to, or shall be construed to, create a partnership, agency, joint venture, employment or similar relationship. Consultant will not be entitled to any of the benefits that Company may make available to its employees, including, but not limited to, group health or life insurance, profit-sharing or retirement benefits, vacation days, sick days, or holidays. Consultant is not authorized to make any representation, contract or commitment on behalf of Company unless specifically requested or authorized in writing to do so by a Company manager. Consultant is solely responsible for, and will file, on a timely basis, all tax returns and payments required to be filed with, or made to, any federal, state or local tax authority with respect to the performance of services and receipt of fees under this Agreement. Consultant is solely responsible for, and must maintain adequate records of, expenses incurred in the course of performing services under this Agreement. No part of Consultant’s compensation will be subject to withholding by Company for the payment of any social security, federal, state or any other employee payroll taxes. Consultant is solely responsible for and assumes full responsibility for (as applicable) the payment of FICA, FUTA and income taxes and compliance with any other international, federal, state, or local laws, rules and regulations. Company will regularly report amounts paid to Consultant by filing Form 1099-MISC with the Internal Revenue Service as required by law.

(b) Company understands and agrees that Consultant shall render services in whatever manner deemed appropriate by Consultant. During the term of this Agreement, Consultant agrees to perform the services on a professional best-efforts basis, in accordance with all applicable laws and regulations and in accordance with the highest applicable industry standards.

(c) Company shall not control or direct, nor shall the Company have any right to control or direct, the result of or the details, methods, manner or means by which Consultant performs his or her business or services, except that Consultant shall coordinate services with the Company, shall provide services in accordance with generally accepted industry standards and in compliance with all international, federal, state, and local laws.

(d) Consultant has and will at all times retain the exclusive right to control and direct the method, details, and means of performing the services under this Agreement. Company shall not specify the amount of time required to perform individual aspects of the services. Consultant’s services are not exclusive to the Company, and Consultant may render services for other business entities.

4. Disclosure and Assignment of Work Resulting from this Agreement .

(a) Definitions . “ Innovations ” means all discoveries, designs, developments, improvements, inventions (whether or not protectable under patent laws), works of authorship, information fixed in any tangible medium of expression (whether or not protectable under copyright laws), trade secrets, know-how, ideas (whether or not protectable under trade secret laws), mask works, trademarks, service marks, trade names and trade dress. “ Company Innovations ” means Innovations that Consultant, solely or jointly with others, conceives, develops or reduces to practice related to this Agreement.

(b) Disclosure and Assignment of Company Innovations . Consultant agrees that all Company Innovations belong to and shall remain the sole and exclusive property of the Company forever. Consultant agrees to maintain adequate and current records of all Company Innovations, which records shall be and remain the property of Company. Consultant agrees to promptly disclose and describe to Company all Company Innovations. Consultant hereby does and will assign to Company or Company’s designee all of Consultant’s right, title and interest in and to any and all Company Innovations and all associated records. To the extent any of the rights, title and interest in and to Company Innovations cannot be assigned by Consultant to Company, Consultant hereby grants to Company an exclusive, royalty-free, transferable, irrevocable, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to practice such non-assignable rights, title and interest. To the extent any of the rights, title and interest in and to the Company Innovations can neither be assigned nor licensed by Consultant to Company, Consultant hereby irrevocably waives and agrees never to assert such non-assignable and non-licensable rights, title and interest against Company or any of Company’s successors in interest.

(c) Assistance . Consultant agrees to perform, during and after the term of this Agreement, all acts that Company deems necessary or desirable to permit and assist Company, at its expense, in obtaining, perfecting and enforcing the full benefits, enjoyment, rights and title throughout the world in the Company Innovations as provided to Company under this Agreement. If Company is unable for any reason to secure Consultant’s signature to any document required to file, prosecute, register or memorialize the assignment of any rights under any Company Innovations as provided under this Agreement, Consultant hereby irrevocably designates and appoints Company and Company’s duly authorized officers and agents as Consultant’s agents and attorneys-in-fact to act for and on Consultant’s behalf and instead of Consultant to take all lawfully permitted acts to further the filing, prosecution, registration, memorialization of assignment, issuance and enforcement of rights under such Company Innovations, all with the same legal force and effect as if executed by Consultant. The foregoing is deemed a power coupled with an interest and is irrevocable.

(d) Out-of-Scope Innovations . If Consultant incorporates or permits to be incorporated any Innovations relating in any way, at the time of conception, reduction to practice, creation, derivation, development or making of such Innovation, to Company’s business or actual or demonstrably anticipated research or development but which were conceived, reduced to practice, created, derived, developed or made by Consultant (solely or jointly) either unrelated to Consultant’s work for Company under this Agreement or prior to the Effective Date (collectively, the “ Out-of-Scope Innovations ”) into any of the Company Innovations, then Consultant hereby grants to Company and Company’s designees a non-exclusive, royalty-free, irrevocable, worldwide, fully paid-up license (with rights to sublicense through multiple tiers of sublicensees) to practice all patent, copyright, moral right, mask work, trade secret and other intellectual property rights relating to such Out-of-Scope Innovations. Notwithstanding the foregoing, Consultant agrees that Consultant will not incorporate, or permit to be incorporated, any Innovations conceived, reduced to practice, created, derived, developed or made by others or any Out-of-Scope Innovations into any Company Innovations without Company’s prior written consent.

(e) Assignment by Employees of Consultant . Consultant covenants, represents and warrants that each of Consultant’s employees who perform services under this Agreement has or will have a written agreement with Consultant that provides Consultant with all necessary rights to fulfill its obligations under this Agreement, including but not limited to the obligations of this Section 4 .

5. Confidentiality .

(a) Definition of Confidential Information . “ Confidential Information ” means (a) any technical and non-technical information related to Company’s business and current, future and proposed products and services of Company, including for example and without limitation, Company Innovations, Company Property (as defined in Section 5(d) ), and Company’s information concerning research, development, design details and specifications, financial information, procurement requirements, engineering and manufacturing information, customer lists, business forecasts, sales information and marketing plans and (b) any information that may be made known to Consultant and that Company has received from others that Company is obligated to treat as confidential or proprietary.

(b) Non-Disclosure and Nonuse Obligations . During Consultant's independent contractor relationship under this Agreement, Company shall provide to Consultant Confidential Information. In exchange for the Company's promise to provide Consultant with Confidential Information, and except as permitted in this Section 5(b) , Consultant shall not use, disseminate or in any way disclose the Confidential Information. Consultant may use the Confidential Information solely to perform services pursuant to this Agreement for the benefit of Company. Consultant shall treat all Confidential Information with the same degree of care as Consultant accords to Consultant’s own confidential information, but in no case shall Consultant use less than reasonable care. If Consultant is not an individual, Consultant shall disclose Confidential Information only to those of Consultant’s employees who have a need to know such information. Consultant certifies that each such employee will have agreed, either as a condition of employment or in order to obtain the Confidential Information, to be bound by terms and conditions at least as protective as those terms and conditions applicable to Consultant under this Agreement. Consultant shall immediately give notice to Company of any unauthorized use or disclosure of the Confidential Information. Consultant shall assist Company in remedying any such unauthorized use or disclosure of the Confidential Information. Consultant agrees not to communicate any information to Company in violation of the proprietary rights of any third party.

(c) Exclusions from Non-Disclosure and Nonuse Obligations . Consultant’s obligations under Section (b) shall not apply to any Confidential Information that Consultant can demonstrate (a) was in the public domain at or subsequent to the time such Confidential Information was communicated to Consultant by Company through no fault of Consultant; (b) was rightfully in Consultant’s possession free of any obligation of confidence at or subsequent to the time such Confidential Information was communicated to Consultant by Company; or (c) was developed by employees of Consultant independently of and without reference to any Confidential Information communicated to Consultant by Company. A disclosure of any Confidential Information by Consultant (a) in response to a valid order by a court or other governmental body or (b) as otherwise required by law shall not be considered to be a breach of this Agreement or a waiver of confidentiality for other purposes; provided, however, that Consultant shall provide prompt prior written notice thereof to Company to enable Company to seek a protective order or otherwise prevent such disclosure.

(d) Ownership and Return of Confidential Information and Company Property . All Confidential Information and any materials (including, without limitation, documents, drawings, papers, diskettes, tapes, models, apparatus, sketches, designs and lists) furnished to Consultant by Company, whether delivered to Consultant by Company or made by Consultant in the performance of services under this Agreement and whether or not they contain or disclose Confidential Information (collectively, the “ Company Property ”), are the sole and exclusive property of Company or Company’s suppliers or customers. Consultant agrees to keep all Company Property at Consultant’s premises unless otherwise permitted in writing by Company. Within five (5) days after any request by Company, Consultant shall destroy or deliver to Company, at Company’s option, (a) all Company Property and (b) all materials in Consultant’s possession or control that contain or disclose any Confidential Information. Consultant will provide Company a written certification of Consultant’s compliance with Consultant’s obligations under this Section 5(d) .

6. Indemnification . Consultant will indemnify and hold harmless Company from and against any and all third party claims, suits, actions, demands and proceedings against Company and all losses, costs and liabilities related thereto arising out of or related to (i) an allegation that any item, material and other deliverable delivered by Consultant under this Agreement infringes any intellectual property rights or publicity rights of a third party or (ii) any negligence by Consultant or any other act or omission of Consultant, including without limitation any breach of this Agreement by Consultant.

7. Observance of Company Rules . At all times while on Company’s premises, Consultant will observe Company’s rules and regulations with respect to conduct, health, safety and protection of persons and property.

8. No Conflict of Interest . During the term of this Agreement, Consultant will not accept work, enter into a contract or accept an obligation inconsistent or incompatible with Consultant’s obligations, or the scope of services to be rendered for Company, under this Agreement. Consultant warrants that, to the best of Consultant’s knowledge, there is no other existing contract or duty on Consultant’s part that conflicts with or is inconsistent with this Agreement. Consultant agrees to indemnify Company from any and all loss or liability incurred by reason of the alleged breach by Consultant of any services agreement with any third party.

9. Defend Trade Secrets Act . Pursuant to the Defend Trade Secrets Act of 2016, if Consultant is an individual, Consultant acknowledges that he/she shall not have criminal or civil liability under any federal or state trade secret law for the disclosure of a trade secret that (a) is made (i) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, if Consultant files a lawsuit for retaliation by Company for reporting a suspected violation of law, Consultant may disclose the trade secret to Consultant’s attorney and may use the trade secret information in the court proceeding, if Consultant (x) files any document containing the trade secret under seal; and (y) does not disclose the trade secret, except pursuant to court order.

10. Term and Termination .

(a) Term . This Agreement is effective as of the Effective Date set forth above and will terminate on April 7, 2019 unless terminated earlier as set forth below.

(b) Termination by Company . Company may terminate this Agreement (a) immediately upon Consultant’s breach of Sections 4 , 5 or 11 or (b) immediately for a material breach by Consultant if Consultant’s material breach of any other provision under this Agreement is not cured within ten (10) days after the date of Company’s written notice of breach (email acceptable), or (c) immediately upon Consultant’s revocation of that certain Separation and General Release Agreement, dated December 31, 2018, entered into by and between the Company and Consultant.

(c) Termination by Consultant . Consultant may terminate this Agreement without cause at any time, with termination effective fifteen (15) days after Consultant’s delivery to Company of written notice of termination (email acceptable). Consultant also may terminate this Agreement immediately for a material breach by Company if Company’s material breach of any provision of this Agreement is not cured within ten (10) days after the date of Consultant’s written notice of breach (email acceptable).

(d) Effect of Expiration or Termination . Upon expiration or termination of this Agreement, Company shall pay Consultant for services performed under this Agreement as set forth on Schedule A . The definitions contained in this Agreement and the rights and obligations contained in this Section 10(d) and Sections 4 , 5 , 11 and 12 will survive any termination or expiration of this Agreement.

11. Non-Solicitation . During this Agreement, and for a period of one (1) year after the termination of this Agreement, in any State in the United States in which the Company does business, or equivalent geographical subdivision in any foreign jurisdiction in which the Company does business, Consultant will not solicit or induce employees of the Company to terminate their employment with the Company. In addition, Consultant will not ay any time solicit customers of the Company based upon or using any of the Company’s trade secrets within the meaning of Texas or federal law.

12. General Provisions .

(a) Successors and Assigns . Consultant may not subcontract or otherwise delegate Consultant’s obligations under this Agreement without Company’s prior written consent. Subject to the foregoing, this Agreement will be for the benefit of Company’s successors and assigns, and will be binding on Consultant’s assignees.

(b) Injunctive Relief . Consultant’s obligations under this Agreement are of a unique character that gives them particular value; Consultant’s breach of any of such obligations will result in irreparable and continuing damage to Company for which money damages are insufficient, and Company shall be entitled to injunctive relief and/or a decree for specific performance, and such other relief as may be proper (including money damages if appropriate).

(c) Notices . Any and all notices, requests, demands, or other communications provided for hereunder, shall be given in writing by personal service, by registered or certified mail, postage prepaid, overnight delivery service, delivery charges prepaid, or by email, facsimile or other electronic means addressed to the intended recipients. A notice shall be deemed to have been received when personally served or delivered or five (5) days after being mailed, or one (1) day after being sent by overnight delivery service or by email, facsimile or other electronic means.

(d) Governing Law; Forum . This Agreement shall be governed in all respects by the laws of the United States of America and by the laws of the State of Texas, as such laws are applied to agreements entered into and to be performed entirely within Texas between Texas residents. Each of the parties irrevocably consents to the exclusive personal jurisdiction of the federal and state courts located in Texas, as applicable, for any matter arising out of or relating to this Agreement, except that in actions seeking to enforce any order or any judgment of such federal or state courts located in Texas, such personal jurisdiction shall be nonexclusive. Additionally, notwithstanding anything in the foregoing to the contrary, a claim for equitable relief arising out of or related to this Agreement may be brought in any court of competent jurisdiction.

(e) Severability . If a court of law holds any provision of this Agreement to be illegal, invalid or unenforceable, (a) that provision shall be deemed amended to achieve an economic effect that is as near as possible to that provided by the original provision and (b) the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected thereby.

(f) Waiver; Modification . If Company waives any term, provision or Consultant’s breach of this Agreement, such waiver shall not be effective unless it is in writing and signed by Company. No waiver by a party of a breach of this Agreement shall constitute a waiver of any other or subsequent breach by Consultant. This Agreement may be modified only by mutual written agreement of authorized representatives of the parties.

(g) Entire Agreement . This Agreement constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or contemporaneous agreements concerning such subject matter, written or oral.

[SIGNATURE PAGE FOLLOWS]

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

COMPANY PEDEVCO CORP. By: /s/ Clark R. Moore Name: Clark R. Moore Title: EVP and General Counsel	CONSULTANT GREGORY OVERHOLTZER /s/ Gregory Overholtzer

SCHEDULE A

SERVICES

Accounting and financial reporting services and support in connection with transition of duties and records to Company personnel as requested from time to time by the officers of the Company.

Consultant shall be available to provide services and support to the Company for an average of up to six (6) hours per week during the term of this Agreement.

During the term of this Agreement, Consultant shall continue to have access to, and be permitted to work from, the Company’s current offices (as of the Effective Date) located in Danville, CA, in Consultant’s sole discretion; provided, however, if the Company closes, relocates or downsizes its current Danville, CA office, Consultant’s continued access and use of the Company’s offices shall be in the Company’s sole discretion.

FEES

The Company shall provide the following compensation to Consultant under this Agreement:

(i) Cash Compensation : (i) $15,000.00 per month for each of January 2019 and February 2019, payable monthly in arrears on or about the 1 st of every month, and (ii) $15,000.00 for the period of March 2019 through April 7, 2019, payable in arrears on or about April 7, 2019.

(ii) COBRA : During the period commencing on the Effective Date and ending on the earlier of (x) the Termination Date, (y) the Expiration Date, or (z) the date on which Consultant becomes eligible for coverage under the group health plan of a subsequent employer (of which eligibility the Consultant hereby agrees to give prompt notice to the Company) (in any case, the " COBRA Period "), subject to the Executive's valid election to continue healthcare coverage under Section 4980B of the Internal Revenue Code and the regulations thereunder (together, the " Code "), the Company shall continue to provide Consultant and Consultant's eligible dependents with Company paid coverage under its group health plans at the same levels as would have applied if Consultant's employment had not been terminated, based on Consultant's elections in effect on the Effective Date, provided, however, that (A) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (B) the Company is otherwise unable to continue to cover Consultant under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Consultant in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof).