Form of Lock-Up Agreement
Exhibit 10.1
Form of
Lock-Up Agreement
_____________,
2021
Kingswood
Capital Markets, division of
Benchmark
Investments, Inc.
00
Xxxxxxx Xxxxx
Xxx
Xxxx, XX 00000
Ladies
and Gentlemen:
The
undersigned, a holder of common stock, par value $0.001 per share
(“Shares”), of
PEDEVCO Corp. (the “Company”), or rights to acquire
Shares, understands that you are the representative (the
“Representative”) of the several
underwriters (collectively, the “Underwriters”) named or to be
named in the final form of the underwriting agreement (the
“Underwriting
Agreement”) to be entered into among the Underwriters
and the Company, providing for the public offering (the
“Public
Offering”) of Shares pursuant to a prospectus
supplement (the “Prospectus
Supplement”) to be filed with the U.S. Securities and
Exchange Commission (the “SEC”) forming a part of the
Initial Registration Statement. Capitalized terms used herein and
not otherwise defined shall have the meanings set forth for them in
the Underwriting Agreement.
In
consideration of the Underwriters’ agreement to enter into
the Underwriting Agreement and to proceed with the Public Offering
of the Shares, and for other good and valuable consideration,
receipt of which is hereby acknowledged, the undersigned hereby
agrees, for the benefit of the Company, the Representative and the
other Underwriters that, without the prior written consent of the
Representative, the undersigned will not, during the period
specified in the following paragraph (the “Lock-Up Period”), directly or
indirectly, unless otherwise provided herein, (a) offer, sell,
agree to offer or sell, solicit offers to purchase, grant any call
option or purchase any put option with respect to, pledge,
encumber, assign, borrow or otherwise dispose of (each a
“Transfer”) any
Relevant Security (as defined below) or otherwise publicly disclose
the intention to do so, or (b) establish or increase any “put
equivalent position” or liquidate or decrease any “call
equivalent position” with respect to any Relevant Security
(in each case within the meaning of Section 16 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and
regulations thereunder) with respect to any Relevant Security or
otherwise enter into any swap, derivative or other transaction or
arrangement that Transfers to another, in whole or in part, any
economic consequence of ownership of a Relevant Security, whether
or not such transaction is to be settled by the delivery of
Relevant Securities, other securities, cash or other consideration,
or otherwise publicly disclose the intention to do so. As used
herein, the term “Relevant
Security” means any Share, warrant to purchase Shares
or any other security of the Company or any other entity that is
convertible into, or exercisable or exchangeable for, Shares or any
other equity security of the Company, including, but not limited
to, any convertible securities of the Company issuable in
connection with a Debt Refinancing Transaction, in each case owned
beneficially or otherwise by the undersigned on the date of closing
of the Public Offering or acquired by the undersigned during the
Lock-Up Period.
The
restrictions in the foregoing paragraph shall not apply to any
exercise (including a cashless exercise or broker-assisted exercise
and payment of tax obligations) of options or warrants to purchase
Shares; provided that any Shares received upon such exercise,
conversion or exchange will be subject to this Lock-Up Period. The
Lock-Up Period will commence on the date of this Lock-up Agreement
and continue and include the date that is (i) forty-five (45) days
after the date of the closing of the Public Offering.
In
addition, the undersigned further agrees that, except for the
Prospectus Supplement to be filed in connection with the Public
Offering, during the Lock-Up Period the undersigned will not,
without the prior written consent of the Representative: (a) file
or participate in the filing with the SEC of any registration
statement or circulate or participate in the circulation of any
preliminary or final prospectus or other disclosure document, in
each case with respect to any proposed offering or sale of a
Relevant Security, or (b) exercise any rights the undersigned may
have to require registration with the SEC of any proposed offering
or sale of a Relevant Security.
In
furtherance of the undersigned’s obligations hereunder, the
undersigned hereby authorizes the Company during the Lock-Up Period
to cause any transfer agent for the Relevant Securities to decline
to transfer, and to note stop transfer restrictions on the stock
register and other records relating to, Relevant Securities for
which the undersigned is the record owner and the transfer of which
would be a violation of this Lock-Up Agreement and, in the case of
Relevant Securities for which the undersigned is the beneficial but
not the record owner, agrees that during the Lock-Up Period it will
cause the record owner to cause the relevant transfer agent to
decline to transfer, and to note stop transfer restrictions on the
stock register and other records relating to, such Relevant
Securities to the extent such transfer would be a violation of this
Lock-Up Agreement.
Notwithstanding the
foregoing, the undersigned may transfer the undersigned’s
Relevant Securities:
(i)
as a
bona fide gift or
gifts,
(ii)
to any
trust, partnership, limited liability company or other legal entity
commonly used for estate planning purposes which is established for
the direct or indirect benefit of the undersigned or a member of
members of the immediate family of the undersigned,
(iii)
if the
undersigned is a corporation, partnership, limited liability
company, trust or other business entity (1) to another corporation,
partnership, limited liability company, trust or other business
entity that is a direct or indirect affiliate (as defined in Rule
405 under the Securities Act of 1933, as amended) of the
undersigned, (2) to limited partners, limited liability company
members or stockholders of the undersigned, or (3) in connection
with a sale, merger or transfer of all or substantially all of the
assets of the undersigned or any other change of control of the
undersigned, not undertaken for the purpose of avoiding the
restrictions imposed by this Lock-Up Agreement,
(iv)
if the
undersigned is a trust, to the beneficiary of such
trust,
(v)
by
testate or intestate succession,
(vi)
by
operation of law, such as pursuant to a qualified domestic order or
in connection with a divorce settlement,
(vii)
pursuant
to the Underwriting Agreement; or
(viii)
pursuant
to a written trading plan for the sale or other disposition of
Common Stock for purposes of complying with Rule 10b5-1 of the
Exchange Act;
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provided, in the case of clauses (i)-(vi), that (A) such
transfer shall not involve a disposition for value, (B) the
transferee agrees in writing with the Underwriters and the Company
to be bound by the terms of this Lock-Up Agreement, and (C) such
transfer would not require any filing under Section 16(a) of the
Exchange Act and no such filing is voluntarily made.
For
purposes of this Lock-Up Agreement, “immediate family”
shall mean any relationship by blood, marriage or adoption, not
more remote than first cousin.
The
undersigned hereby represents and warrants that the undersigned has
full power and authority to enter into this Lock-Up Agreement and
that this Lock-Up Agreement has been duly authorized (if the
undersigned is not a natural person) and constitutes the legal,
valid and binding obligation of the undersigned, enforceable in
accordance with its terms. Upon request, the undersigned will
execute any additional documents necessary in connection with the
enforcement hereof. Any obligations of the undersigned shall be
binding upon the successors and assigns of the undersigned from the
date of this Lock-Up Agreement.
The
undersigned understands that, if the Underwriting Agreement does
not become effective, or if the Underwriting Agreement (other than
the provisions thereof which survive termination) shall terminate
or be terminated prior to payment for and delivery of the Shares to
be sold thereunder, the undersigned shall be released from all
obligations under this Lock-Up Agreement.
The
undersigned, whether or not participating in the Public Offering,
understands that the Underwriters are entering into the
Underwriting Agreement and proceeding with the Public Offering in
reliance upon this Lock-Up Agreement.
This
Lock-Up Agreement shall be governed by and construed in accordance
with the laws of the State of New York, without regard to the
conflict of laws principles thereof. Delivery of a signed copy of
this Lock-Up Agreement by facsimile or e-mail/.pdf transmission
shall be effective as the delivery of the original
hereof.
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Very
truly yours,
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Signature:
_______________________________
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Name
(printed):
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Title
(if applicable):
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Entity
(if applicable):
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