SECURITY AGREEMENTSecurity Agreement • March 10th, 2014 • Pedevco Corp • Oil & gas field exploration services • New York
This SECURITY AGREEMENT (this “Agreement”), dated as of March 7, 2014, among Grantor(s) listed on the signature pages hereof and those additional entities that hereafter become parties hereto by executing the form of Supplement attached hereto as Annex 1 (collectively, jointly and severally, the “Grantors” and each, individually, a “Grantor”), and BAM Administrative Services LLC, as agent for the investors party to the Purchase Agreement referred to below (together with its successors and assigns, “Secured Party”).
DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF PRODUCTION, FINANCING STATEMENT AND FIXTURE FILING FROM PACIFIC ENERGY DEVELOPMENT CORP., as Grantor TO THE PUBLIC TRUSTEE OF WELD COUNTY, COLORADO, as Trustee AND BAM ADMINISTRATIVE SERVICES LLC, as...Deed of Trust, Security Agreement, Assignment of Production, Financing Statement and Fixture Filing • March 10th, 2014 • Pedevco Corp • Oil & gas field exploration services
THIS INSTRUMENT COVERS MINERALS AND OTHER SUBSTANCES OF VALUE WHICH MAY BE EXTRACTED FROM THE EARTH (INCLUDING WITHOUT LIMITATION OIL AND GAS). THIS DEED OF TRUST IS TO BE FILED FOR RECORD, AMONG OTHER PLACES, IN THE REAL ESTATE OR COMPARABLE RECORDS OF THE COUNTIES REFERENCED IN EXHIBIT A HERETO.
ASIA SIXTH PURCHASE AGREEMENTPurchase Agreement • March 10th, 2014 • Pedevco Corp • Oil & gas field exploration services • New York
This ASIA SIXTH PURCHASE AGREEMENT dated as of March 7, 2014 (this “Agreement”), by and between Pacific Energy Development Corp., a Nevada corporation (the “Seller”), and RJ Resources Corp., a Delaware corporation (the “Buyer”).
March 7, 2014Cash Compensation Agreement • March 10th, 2014 • Pedevco Corp • Oil & gas field exploration services
PURCHASE AND SALE AGREEMENT RED HAWK PETROLEUM, LLC AS SELLER AND RJ RESOURCES CORP. AS BUYERPurchase and Sale Agreement • March 10th, 2014 • Pedevco Corp • Oil & gas field exploration services • Colorado
This Purchase and Sale Agreement (this “Agreement”) is made and entered into as of the 7th day of March, 2014, but effective as of 12:02 a.m. Mountain Time on December 1, 2013 (“Effective Time”), by and between Red Hawk Petroleum, LLC., a Nevada limited liability company (“Seller”), and RJ Resources Corp., a Delaware corporation (“Buyer”; Buyer and Seller are referred to herein, collectively, as the “Parties” and, individually, as a “Party”).
March 7, 2014Purchase and Sale Agreement • March 10th, 2014 • Pedevco Corp • Oil & gas field exploration services
Re: Amendatory Letter Agreement No. 2 Purchase and Sale Agreement, dated January 21, 2014 Niobrara Prospect Morgan and Weld Counties, Colorado
FORM OF SECOND AMENDMENT TO SECURED PROMISSORY NOTESecured Promissory Note • March 10th, 2014 • Pedevco Corp • Oil & gas field exploration services • California
THIS SECOND AMENDMENT TO SECURED PROMISSORY NOTE (the “Second Amendment”) is executed as of this March 7, 2014 (the “Effective Date”) by and between PEDEVCO CORP., a Texas corporation (“Company”), and the undersigned holder (“Holder”). Capitalized terms used below and otherwise not defined herein shall have the meanings given to them in the Note and Warrant (each, as defined below).
NOTE PURCHASE AGREEMENT Dated as of March 7, 2014 by and between PEDEVCO CORP. and THE INVESTORS PARTY HERETO and BAM ADMINISTRATIVE SERVICES LLCNote Purchase Agreement • March 10th, 2014 • Pedevco Corp • Oil & gas field exploration services • New York
This NOTE PURCHASE AGREEMENT, dated as of March 7, 2014 (this “Agreement”), is by and between PEDEVCO CORP, a Texas corporation (the “Company”), each of the entities party to this Agreement as investors (collectively, the “Investors” and each, individually, an “Investor”) and BAM ADMINISTRATIVE SERVICES LLC, as agent for the Investors (the “Agent”). Capitalized terms used below and not otherwise defined have the meanings given to such terms in the Transaction Documents (as defined in Section 2.1(b) below) unless the context would require otherwise.
GUARANTYGuaranty • March 10th, 2014 • Pedevco Corp • Oil & gas field exploration services • New York
This GUARANTY (the “Guaranty”), dated as of March 7, 2014, is executed and delivered 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) and as Secured Party under the Security Agreement (as defined below) (in such capacities, and together with its successors, transferees and assigns, the “Secured Party”).
DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF PRODUCTION, FINANCING STATEMENT AND FIXTURE FILING FROM RED HAWK PETROLEUM, LLC, as Grantor TO THE PUBLIC TRUSTEE OF WELD COUNTY, COLORADO, as Trustee AND BAM ADMINISTRATIVE SERVICES LLC, as Beneficiary...Deed of Trust, Security Agreement, Assignment of Production, Financing Statement and Fixture Filing • March 10th, 2014 • Pedevco Corp • Oil & gas field exploration services
THIS INSTRUMENT COVERS MINERALS AND OTHER SUBSTANCES OF VALUE WHICH MAY BE EXTRACTED FROM THE EARTH (INCLUDING WITHOUT LIMITATION OIL AND GAS). THIS DEED OF TRUST IS TO BE FILED FOR RECORD, AMONG OTHER PLACES, IN THE REAL ESTATE OR COMPARABLE RECORDS OF THE COUNTIES REFERENCED IN EXHIBIT A HERETO.
ContractWarrant Agreement • March 10th, 2014 • Pedevco Corp • Oil & gas field exploration services • California
NEITHER THIS WARRANT NOR ANY OF THE SECURITIES ISSUABLE UPON ITS EXERCISE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND SUCH SECURITIES MAY NOT BE TRANSFERRED UNLESS COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT, OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY SUCH TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
AGREEMENT AND PLAN OF MERGER OF PACIFIC ENERGY DEVELOPMENT MSL LLC (a Nevada limited liability company) AND PEDCO MSL Merger Sub LLC (a Nevada limited liability company)Merger Agreement • March 10th, 2014 • Pedevco Corp • Oil & gas field exploration services • Nevada
AGREEMENT AND PLAN OF MERGER (this “Agreement”) entered into on March [ ], 2014 by Pacific Energy Development MSL LLC, a Nevada limited liability company (“PEDCO MSL”), and approved by resolution adopted by its Managers and Members on said date, and entered into on March 7, 2014, by PEDCO MSL Merger Sub LLC, a Nevada limited liability company (“PEDCO Merger Sub”), and approved by resolution adopted by its Managers and Members on said date. Each of PEDCO MSL and PEDCO Merger Sub are referred to herein as a “Party” and collectively, the “Parties”.
PATENT SECURITY AGREEMENTPatent Security Agreement • March 10th, 2014 • Pedevco Corp • Oil & gas field exploration services • New York
This PATENT SECURITY AGREEMENT (this “Patent Security Agreement”) is made this 7th day of March, 2014, between PEDEVCO Corp. (“Grantor”), and BAM Administrative Services LLC (together with its successors and assigns, “Secured Party”).
FORM OF SUBORDINATION AND INTERCREDITOR AGREEMENTSubordination and Intercreditor Agreement • March 10th, 2014 • Pedevco Corp • Oil & gas field exploration services • New York
THIS SUBORDINATION AND INTERCREDITOR AGREEMENT (“Agreement”) (this “Agreement”) is entered into as of March 7, 2014 among PEDEVCO Corp., a Texas corporation (“PEDEVCO”), BAM Administrative Services LLC, as agent for the investors party to the Note Purchase Agreement referred to below (together with its successors and assigns, the “Senior Creditor”); and each of the parties to this agreement under the heading “Junior Creditor” on the signature pages hereof (collectively, “Junior Creditors” and each, individually, “Junior Creditor”).
DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF PRODUCTION, FINANCING STATEMENT AND FIXTURE FILING FROM RED HAWK PETROLEUM, LLC, as Grantor TO THE PUBLIC TRUSTEE OF MORGAN COUNTY, COLORADO, as Trustee AND BAM ADMINISTRATIVE SERVICES LLC, as...Deed of Trust • March 10th, 2014 • Pedevco Corp • Oil & gas field exploration services
THIS INSTRUMENT COVERS MINERALS AND OTHER SUBSTANCES OF VALUE WHICH MAY BE EXTRACTED FROM THE EARTH (INCLUDING WITHOUT LIMITATION OIL AND GAS). THIS DEED OF TRUST IS TO BE FILED FOR RECORD, AMONG OTHER PLACES, IN THE REAL ESTATE OR COMPARABLE RECORDS OF THE COUNTIES REFERENCED IN EXHIBIT A HERETO.
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • March 10th, 2014 • Pedevco Corp • Oil & gas field exploration services • New York
This MEMBERSHIP INTEREST PURCHASE AGREEMENT dated as of March 7, 2014 (this “Agreement”), by and between Pacific Energy Development Corp., a Nevada corporation (the “Seller”), and RJ Resources Corp., a Delaware corporation (the “Buyer”).
