Equity Compensation Agreement between Pacific Energy Development MSL LLC and South Texas Reservoir Alliance LLC (May 15, 2013)

Summary

Pacific Energy Development MSL LLC (PEDCO), a subsidiary of PEDEVCO Corp., and South Texas Reservoir Alliance LLC (STXRA) agree on the terms of equity compensation for STXRA related to PEDCO’s acquisition of oil and gas interests in Kansas. STXRA will receive a fee based on the acreage acquired, with 20% of the fee paid in PEDEVCO common stock. The number of shares will be determined by dividing the equity portion of the fee by the higher of the June 14, 2013 closing price or $3.75 per share.

EX-10.11 2 pedo_ex1011.htm LETTER pedo_ex1011.htm
Exhibit 10.11
 


May 15, 2013

South Texas Reservoir Alliance LLC
1416-B Campbell Road, Suite 204
Houston, Texas 77055
 
Attn.: Sean Fitzgerald

 
Re:
Equity Compensation -- Mississippian Acquisition

Dear Sean:

This letter memorializes the further agreement by and between South Texas Reservoir Alliance LLC (“STXRA”) and Pacific Energy Development MSL LLC (“PEDCO”), a wholly-owned subsidiary of PEDEVCO Corp. (“PEDEVCO”), regarding equity compensation due and payable to STXRA in connection with PEDCO’s acquisition of certain interests in the Mississippian formation in southern Kansas (the “Subject Acreage”) from Berexco LLC (“Berexco”), pursuant to that certain Agreement for Purchase of Term Assignment dated February 22, 2013, by and between Berexco and PEDCO (the “AFPOTA”).

PEDCO and STXRA previously entered into a letter agreement, dated March 25, 2013, pursuant to which PEDCO agreed to pay to STXRA a fee equal to $75.00 per net oil and gas acre in the Subject Acreage acquired by PEDCO (6,762.94 net acres) (the “Gross Commission”), payable 80% in cash and 20% in common stock of PEDEVCO (the “Equity Commission”), with the number of shares of common stock to be issued to be calculated as follows:  (Gross Commission * 20%) / the higher of (x) the price per share of PEDEVCO common stock issued in the IPO, or (y) $1.25.

However, STXRA and PEDCO hereby agree that the number of shares of common stock to be issued shall instead be calculated as follows:  (Gross Commission * 20%) / the higher of (x) the closing price per share of PEDEVCO common stock on June 14, 2013, or (y) $3.75.

Regards,

/s/ Michael L. Peterson                                                            
Michael L. Peterson
Executive Vice President and Chief Financial Officer
Pacific Energy Development MSL LLC


Agreed to and Accepted:

South Texas Reservoir Alliance LLC

By:  /s/ Michael Rozenfeld                                                      

Name:  Michael Rozenfeld                                                                

Title:  Manager/VP Geosciences                                                      

Date:  May 15, 2013