Attached files
| file | filename |
|---|---|
| EX-99.2 - PRESS RELEASE DATED JUNE 26, 2018 - PEDEVCO CORP | ped_ex992.htm |
| EX-99.1 - UNAUDITED PROFORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AND NOTES THERETO - PEDEVCO CORP | ped_ex991.htm |
| EX-10.5 - FORM OF WARRANT - PEDEVCO CORP | ped_ex105.htm |
| EX-10.4 - BRIDGE NOTE REPAYMENT AGREEMENT - PEDEVCO CORP | ped_ex104.htm |
| EX-10.3 - JUNIOR NOTE REPAYMENT AGREEMENT - PEDEVCO CORP | ped_ex103.htm |
| EX-10.2 - TRANCHE A NOTE REPAYMENT AGREEMENT - PEDEVCO CORP | ped_ex102.htm |
| EX-10.1 - PROMISSORY NOTE - PEDEVCO CORP | ped_ex101.htm |
| 8-K - CURRENT REPORT - PEDEVCO CORP | ped_8k.htm |
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Form 426
(Revised 05/11)
Return
in duplicate to: Secretary of State
P.O.
Box 13697 Austin, TX 78711-3697 512 463-5555
FAX:
512/463-5709
Filing Fee: $15
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This
space reserved for office use
Resolution Relating to a
Series of Shares
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Entity Information
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The
name of the corporation is:
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PEDEVCO
CORP.
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State
the name of the entity as currently shown in the records of the
secretary of state.
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The
file number issued to the filing entity by the secretary of state
is:
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0800949748
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Copy of Resolution
(Please check
only one box.)
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☐ A
copy of a resolution establishing and designating a series of
shares is attached.
☐ A
copy of a resolution increasing or decreasing the number of shares
in an established series is attached.
☐ A
copy of a resolution deleting an established series is
attached.
☒ A
copy of a resolution amending an established series is
attached.
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Adoption of Resolution
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The
resolution was adopted by all necessary action on the part of the
corporation on: 06/25/2018
mm/dd/yyyy
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Effectiveness of
Filing (Select either A, B, or C.)
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A.
☒
This document
becomes effective when the document is filed by the secretary of
state.
B.
☐
This document
becomes effective at a later date, which is not more than ninety
(90) days from the date of
signing. The delayed effective date is:
_________________________________
C.
☐
This document takes
effect upon the occurrence of a future event or fact, other than
the passage of time. The
90th day after the date of
signing is:
The
following event or fact will cause the document to take effect in
the manner described below:
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Execution
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The
undersigned signs this document subject to the penalties imposed by
law for the submission of a materially false or fraudulent
instrument.
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Date:
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June 25,
2018
/s/ Clark Moore
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EVP &
General Counsel
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Signature and
title of authorized officer
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AMENDMENT TO
AMENDED AND RESTATED
CERTIFICATE OF DESIGNATIONS
OF
PEDEVCO CORP.
ESTABLISHING THE DESIGNATIONS, PREFERENCES,
LIMITATIONS AND RELATIVE RIGHTS OF ITS
SERIES A CONVERTIBLE PREFERRED STOCK
Pursuant to
Section 21.155 of
the Texas Business Organizations Code (the “Code”),
PEDEVCO CORP., a company organized and existing under the State of
Texas (the “Corporation”):
DOES HEREBY CERTIFY that (a) the Board
of Directors, by unanimous consent of all members of the Board of
Directors, and (b) shareholders holding all of the outstanding
shares of Series A Convertible Preferred Stock of the Corporation
(the “Series A
Shareholder”), each by unanimous consent on June 25,
2018, duly adopted this Amendment to the Amended and Restated
Series A Convertible Preferred Stock Designation previously filed
by the Corporation on February 20, 2015 (the “Series A Preferred
Stock Designation”), which resolution is and reads as
follows:
RESOLVED, that pursuant to the authority
expressly granted to and invested in the Board of Directors and the
holders of the Series A Preferred Stock, it is resolved that the
Series A Preferred Designation shall be amended as set forth in
this Amendment to Amended and Restated Series A Convertible
Preferred Stock Designation (this “Amended
Designation”) to remove the Maximum Percentage and
Beneficial Ownership Limitation set forth in, and defined in, the
Series A Preferred Stock Designation:
1. Definitions.
Unless otherwise indicated in this Amended Designation, all terms
shall have the definitions set forth in the Series A Preferred
Stock Designation.
2. Amendment.
Effective upon the filing of this Amendment to Amended and Restated
Series A Convertible Preferred Stock Designation with the Secretary
of State of Texas, the Maximum Percentage and Beneficial Ownership
Limitation, set forth in, and defined in, the Series A Preferred
Stock Designation, shall be deemed removed and rescinded from the
Series A Preferred Stock Designation and Section 4.3 of the Series A
Preferred Stock Designation shall be amended to read as
follows:
“4.3
[Internationally
Removed].”
----------------------------------------------------
Page
1 of
3
PEDEVCO
CORP.
Amendment
to Amended and Restated Certificate of Designations of
Series
A Convertible Preferred Stock
NOW THEREFORE BE IT RESOLVED, that the
Amended Designation is hereby approved, affirmed, confirmed, and
ratified by the Board of Directors of the Corporation and the
Series A Shareholder; and it is
further
RESOLVED, that each officer of the Corporation be and
hereby is authorized, empowered and directed to execute and
deliver, in the name of and on behalf of the Corporation, any and
all documents, and to perform any and all acts necessary to reflect
the Board of Directors approval and ratification of the resolutions
set forth above; and it is further
RESOLVED, that in addition to and without limiting the
foregoing, each officer of the Corporation and the
Corporation’s attorney be and hereby is authorized to take,
or cause to be taken, such further action, and to execute and
deliver, or cause to be delivered, for and in the name and on
behalf of the Corporation, all such instruments and documents as he
may deem appropriate in order to effect the purpose or intent of
the foregoing resolutions (as conclusively evidenced by the taking
of such action or the execution and delivery of such instruments,
as the case may be) and all action heretofore taken by such officer
in connection with the subject of the foregoing recitals and
resolutions be, and it hereby is approved, ratified and confirmed
in all respects as the act and deed of the Corporation; and it is
further
RESOLVED, that this Amended Designation may be executed in
several counterparts, each of which is an original; that it shall
not be necessary in making proof of this Designation or any
counterpart hereof to produce or account for any of the
other.
[Remainder
of page left intentionally blank. Signature page
follows.]
Page 2
of 3
PEDEVCO
CORP.
Amendment
to Amended and Restated Certificate of Designations of
Series
A Convertible Preferred Stock
IN WITNESS WHEREOF, the Board of
Directors and sole shareholder of the Series A Preferred Stock of
the Corporation have unanimously approved and caused this
“Amendment to
Amended and Restated Certificate of Designations of PEDEVCO CORP.
Establishing The Designations, Preferences, Limitations and
Relative Rights of its Series A Convertible Preferred
Stock” to be duly executed and approved this 25th day
of June 2018.
DIRECTORS:
/s/
Frank C.
Ingriselli
Frank C. Ingriselli
Director
/s/ Adam McAfee
Adam McAfee
Director
/s/ Elizabeth P. Smith
Elizabeth P. Smith
Director
/s/ David Z. Steinberg
David Z. Steinberg
Director
SOLE
SHAREHOLDER OF THE
SERIES
A CONVERTIBLE PREFERRED STOCK:
By:
/s/
Simon G. Kukes
Its:
CEO
Printed
Name: Simon G.
Kukes
66,625 shares of Series A Convertible Preferred Stock
Page
3 of
3
PEDEVCO
CORP.
Amendment
to Amended and Restated Certificate of Designations of
Series
A Convertible Preferred Stock