Blueprint





 







Exhibit 10.1

 


 

 



FIRST AMENDMENT TO PROMISSORY NOTE

 


THIS
FIRST AMENDMENT TO PROMISSORY NOTE (the “First
Amendment”) is executed and effective as of March 1,
2019 (the “Effective
Date”) by and between PEDEVCO CORP., a Texas
corporation (“Company”),
and SK Energy, LLC, a Delaware limited liability company
(“Holder”).
Capitalized terms used below and otherwise not defined herein shall
have the meanings given to them in the Note (as defined
below).

 



W I T N E S S E T H

 


WHEREAS, on June 25, 2018, the Company
issued a promissory note with a principal amount of $7,700,000 to
the Holder1
(the “Note”);

 


WHEREAS, the Note includes a conversion
feature that provides the Holder with the option to receive
quarterly interest payments as Company common stock instead of
cash, at a conversion price per share calculated based on the
average closing sales price of the Company’s common stock on
the NYSE American for the ten trading days immediately preceding
the last day of the calendar quarter immediately prior to the
quarterly payment date (the “Conversion
Terms”);

 


WHEREAS, the Company and the Holder
desire to amend the Note to fix the conversion price of the Note at
$2.13 per share and permit conversion of all principal and accrued
and unpaid interest under the Note at any time at the option of the
Holder; and

 


WHEREAS, the Note may be amended and any
term thereof waived upon the approval of the Company and the
written consent of the Holder.

 


NOW THEREFORE, in consideration of the
premises and the mutual promises and covenants herein contained,
and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and intending to be
legally bound, the parties hereto agree as follows:

 

1. Amendment of Note to Add New Section
4(j). The Note is hereby amended to add new Section 4(j) as
follows:

 


“4(j)           Notwithstanding
anything to the contrary herein, at any time prior to the payment
in full by the Borrower of this Note, Holder shall have the option,
by providing written notice to the Company, to convert the
Principal (or any portion thereof) and accrued Interest (or any
portion thereof), into Common Stock, at the Conversion Price (the
“Holder Conversion
Option”), which shall apply for the conversion of
Principal and all accrued Interest (each a “Conversion”).
The “Conversion
Price” shall equal $2.13 per
share.”

 

2. Limited Effect. Except as
amended hereby, the Note shall remain in full force and effect, and
the valid and binding obligation of the parties thereto. Upon the
effectiveness of this First Amendment, each reference in the Note
to “Note,”
“Agreement,”
“hereunder,”
“hereof,”
“herein”
or words of like import shall mean and be a reference to such Note
as amended and modified by the First Amendment and hereby.
Effective upon the Effective Date, the Note shall automatically
represent and evidence the Note as amended to date, and it shall
not be necessary for the Company to provide the Holder a
replacement or amended Note evidencing the provisions
hereof.

 


 



1 https://www.sec.gov/Archives/edgar/data/1141197/000165495418006988/ped_ex101.htm


 




First
Amendment to Promissory Note


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3. Consideration. Each of the
parties agrees and confirms by signing below that they have
received valid consideration in connection with this First
Amendment and the transactions contemplated herein.

 

4. Effective Time. This First
Amendment shall be deemed effective from and after due execution
and delivery by each party hereto, as of the Effective
Date.

 

5. Further Assurances. The parties
agree that, from time to time, each of them will take such other
action and to execute, acknowledge and deliver such contracts,
deeds, or other documents as may be reasonably requested and
necessary or appropriate to carry out the purposes and intent of
this First Amendment and the transactions contemplated
herein.

 

6. Counterparts. This First
Amendment may be executed in several counterparts, each of which is
an original. It shall not be necessary in making proof of this
First Amendment or any counterpart hereof to produce or account for
any of the other counterparts. A copy of this First Amendment
signed by one party and faxed to another party shall be deemed to
have been executed and delivered by the signing party as though an
original. A photocopy of this First Amendment shall be effective as
an original for all purposes.

 


 


 


 


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follows.]


 




First
Amendment to Promissory Note


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IN WITNESS WHEREOF, the parties hereto,
have caused this First Amendment to Promissory Note to be duly
executed and delivered as of the date first written above to be
effective as of the Effective Date.

 



PEDEVCO CORP.


 




/s/ Clark R. Moore  
                 
                 
      







Clark
R. Moore


Executive
Vice President and General Counsel


 


 



HOLDER:


 



SK ENERGY, LLC


 



By: /s/ Simon G. Kukes
                 
               
  







 



Name: Simon G.
Kukes                                     








 



Title: CEO and
Owner                                      








 




First
Amendment to Promissory Note


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