0001654954-21-001118 Sample Contracts

5,190,000 SHARES OF COMMON STOCK OF PEDEVCO CORP. UNDERWRITING AGREEMENT
Underwriting Agreement • February 3rd, 2021 • Pedevco Corp • Crude petroleum & natural gas • New York

The undersigned, PEDEVCO Corp., a company incorporated under the laws of Texas (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of PEDEVCO Corp., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Kingswood Capital Markets, division of Benchmark Investments, Inc., is acting as representative to the several Underwriters (in such capacity, the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriters) on the terms and conditions set forth herein.

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Form of Lock-Up Agreement
Pedevco Corp • February 3rd, 2021 • Crude petroleum & natural gas • New York
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