Blueprint





 







Exhibit 10.1


 



PEDEVCO CORP.


 



COMMON STOCK RESCISSION AGREEMENT


 


This
Common Stock Rescission Agreement (the “Agreement”) is made as of
December 28, 2017 by and between PEDEVCO Corp., a Texas corporation
(the “Company”), and David Z.
Steinberg (“Recipient”).


 



RECITALS


 




A.

Pursuant to those
certain Restricted Stock Purchase Agreements dated on or about
October 7, 2015 and December 28, 2016 (together, the
“Purchase
Agreements”) by and between the Company and the
Recipient, the Company issued 21,429 and 54,546 shares of the
Company’s Common Stock (the “Shares”), respectively,
to Recipient under the Company’s 2012 Equity Incentive Plan
(the “Transactions”).






 




B.

The Company and the
Recipient recognize and agree that the Transactions were not
consistent with the parties’ intentions and was a mutual
mistake and should not have occurred.






 




C.

The Company and the
Recipient deem it to be in their respective best interests to
rescind the Transactions.






 



AGREEMENT


 


Accordingly,
the parties agree as follows:


 


1.
RESCISSION OF TRANSACTIONS. The Company and the Recipient hereby
agree that the Transactions are hereby cancelled and rescinded
effective as of the date of the Transactions, and declared null and
void ab
initio. Each of the
parties hereto further agrees to take all steps necessary and
proper to unwind the Transactions, including without limitation,
promptly executing, delivering and/or filing any and all
instruments, documents, notices or other agreements that reflect or
evidence the cancellation of the Transactions and the return of the
ownership of the Shares to the Company. The Recipient acknowledges
and agrees that it shall have no further right, title or interest
in any of the Shares and shall not be paid, issued or entitled to
any cash or other consideration from the Company in connection with
the rescission of the Transactions other than the Company’s
agreement to rescind the Transactions hereunder.


 


2.
ENTIRE AGREEMENT. This Agreement, along with the Purchase Agreement
and the documents referred to herein and therein, constitute the
entire agreement between the parties pertaining to the subject
matter hereof, and any and all other written or oral agreements
relating to the subject matter hereof existing between the parties
are expressly canceled.


 


3.
MISCELLANEOUS. The validity and construction of this Agreement
shall be governed by the laws of the State of California. The
parties herein waive trial by jury and agree to submit to the
personal jurisdiction and venue of a court of subject matter
jurisdiction located in San Francisco, California. In the event
that litigation results from or arises out of this Agreement or the
performance thereof, the parties agree to reimburse the prevailing
party's reasonable attorney's fees, court costs, and all other
expenses, whether or not taxable by the court as costs, in addition
to any other relief to which the prevailing party may be entitled.
This Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns,
except that no party may assign or transfer his rights or
obligations under this Agreement without the prior consent of the
other party hereto.


 




 








 







SIGNATURE PAGE TO RESCISSION AGREEMENT


 



               

The parties have
duly executed this Common Stock Rescission Agreement as of the date
first written above.






 



COMPANY:


 



PEDEVCO CORP.


 



By: /s/ Michael L.
Peterson              









Name: Michael L.
Peterson          









Title: President        
          
    







 


                    


RECIPIENT:


 


DAVID
Z. STEINBERG


 




/s/ David Z. Steinberg