FIRST AMENDMENT TO GUARANTY

Exhibit 10.10

FIRST AMENDMENT TO GUARANTY

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

WITNESSETH:

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

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

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

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

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

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

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

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

Pacific Energy Development Corp. By:         /s/ Xxxxxxx X. Xxxxxxxx Name:    Xxxxxxx X. Xxxxxxxx                                                          Title:      President	White Hawk Petroleum, LLC By:         /s/ Xxxxxxx X. Xxxxxxxx Name:    Xxxxxxx X. Xxxxxxxx                                                          Title:      President
Pacific Energy & Rare Earth Limited By:         /s/ Xxxxxxx X. Xxxxxxxx Name:    Xxxxxxx X. Xxxxxxxx                                                          Title:      President	Blackhawk Energy Limited By:          /s/ Xxxxxxx X. Xxxxxxxx Name:    Xxxxxxx X. Xxxxxxxx                                                          Title:      President
Pacific Energy Development MSL, LLC By:          /s/ Xxxxxxx X. Xxxxxxxx Name:    Xxxxxxx X. Xxxxxxxx                                                         Title:      President	Red Hawk Petroleum, LLC By:          /s/ Xxxxxxx X. Xxxxxxxx Name:    Xxxxxxx X. Xxxxxxxx                                                          Title:      President
Acknowledged and agreed to: BAM Administrative Services LLC, as Agent By:          /s/ Xxxxx Xxxxxx Name:     Xxxxx Xxxxxx                                                         Title:      Authorized Signatory