EXHIBIT 2.1

PURCHASE AND SALE AGREEMENT

This Purchase and Sale Agreement (this “Agreement”) is made as of November 9, 2023 (the “Execution Date”) by and between Pacific Energy Development Corp., a Nevada corporation(“PEDCO”) and EOR Operating Company, a Texas corporation (“EOR,” and together with PEDCO, collectively “Seller”), and Tilloo Exploration and Production, LLC, a Texas limited liability company (“Purchaser”). Seller and Purchaser are sometimes referred to in this Agreement collectively as the “Parties” and individually as a “Party.”

WITNESSETH

WHEREAS, Seller is the owner of the Assets (as defined below); and

WHEREAS, Seller is willing to sell the Assets to Purchaser, and Purchaser is willing to purchase the Assets from Seller, upon the terms and conditions set forth in this Agreement;

WHEREAS, PEDCO and Purchaser have entered into that certain Stock Purchase Agreement dated as of the date hereof (the “Stock Purchase Agreement”);

WHEREAS, to the best of Seller’s knowledge and belief, EOR has no record title ownership in the Assets; however, to the extent assets could have inadvertently remained owned by EOR, EOR is a party to this Agreement in confirmation and ratification of the purpose of the Agreement which is to place record title ownership of the Assets in Purchaser; and

WHEREAS this Agreement, the Stock Purchase Agreement and the Financing Documents (as defined in the Stock Purchase Agreement”) are collectively referred to as the “Transaction Documents”.

NOW THEREFORE, in consideration of the mutual promises of the Parties contained in this Agreement, the Parties agree as follows:

ARTICLE I

PURCHASE AND SALE

1.1 Agreement to Sell and Purchase. Subject to the terms and conditions of this Agreement, Purchaser agrees to purchase the Assets from Seller, and Seller agrees to sell, transfer and assign the Assets to Purchaser, as of the Effective Time, subject to the terms and conditions of this Agreement, as set forth below.

1.2 The Assets. The term “Assets” shall mean all Seller’s right, title and interests in:

A. The oil and gas leases, subleases and other leaseholds, interests in fee, carried interests, reversionary interests, net profits interests, royalty interests, forced pooled interests, overriding royalty interests, mineral interests and other property and interests more fully described in Exhibit A, to the extent such interests cover the lands described in Exhibit A, and all rights incident thereto and derived therefrom, together with all rights, benefits and powers conferred upon the holder thereof with respect to the use and occupation of the lands covered thereby (the “Leases”).

B. The wells and units (including any drillable locations (PUDs)) more fully described on Exhibit B (the “Wells”) and all lease and surface equipment, flowlines, pipelines and appurtenant thereto used or held for use in connection with the operation or production of the Assets, and all personal property, fixtures, plants, improvements, joint accounts, easements, rights-of-way and appurtenances used or related to the Wells or the Leases.

C. Operating agreements, pooling and unitization agreements, declarations of pooling or unitization, communitization agreements, pooling orders, farmout and farm in agreements, exploration agreements, area of mutual interest agreements, participation agreements, assignments, oil sales contracts, gas sales, gas processing, gas gathering, and transportation agreements, surface leases, rights-of-way, easements, servitudes, permits, licenses, and other instruments and agreements pertaining to the Leases or the Wells (the “Existing Contracts”).

D. Without limiting the foregoing, all other right, title and interest of Seller of whatever kind or character, whether legal or equitable, vested or contingent, in and to the oil, gas and other minerals in and under or that may be produced from or attributable to the lands described in Exhibit A, including but not limited to all Seller’s oil and gas interests located in Lea County, New Mexico and in Township 8 South, Range 34 East and Range 35 East, 6th NMPM situated in Roosevelt County, New Mexico, whether such interests are specifically described in Exhibit A, and even though such interest of Seller may be incorrectly described in or omitted from Exhibit A.

E. All files, records and data relating to the items described in subsections A through D above including well data, logs, geophysical data, engineering records, title records (including abstracts of title, title opinions, title reports and title curative documents), contracts, correspondence, and all related matters in the possession of Seller (the “Records”).

1.3 Effective Time. Ownership of the Assets shall be transferred from Seller to Purchaser at the Closing, effective as of 12:00 a.m. (New Mexico time) on August 1, 2023 (the “Effective Time”). Seller shall be entitled to any amount realized from and accruing to the Assets prior to the Effective Time, if any, and shall be responsible for the payment of all expenses attributable to the Assets prior to the Effective Time. Purchaser shall be entitled to any amount realized from and accruing to the Assets on or after the Effective Time, and shall be responsible for the payment of all expenses attributable to the Assets on or after the Effective Time.

ARTICLE II

PURCHASE PRICE

2.1 Determination of Adjusted Purchase Price. The purchase price for the Assets shall be $ 1,022,436 (the “Purchase Price”). The Purchase Price shall be allocated between the Leases as set forth in Exhibit C (each an “Allocated Value”) with no value being allocated to the Wells.

2.2 Payment of the Purchase Price. Purchaser shall pay the Purchase Price to PEDCO, at Closing, which Purchase Price shall be in included in the principal due under the Note (as defined in the Financing Documents).

ARTICLE III

CLOSING DELIVERABLES

3.1 Records. As soon as is reasonably practicable after Closing, Seller shall make available to Purchaser all title data in Seller’s possession, or to which Seller has reasonable access, relating to the Assets, including the following:

A. Title opinions, abstracts of title, title status reports, and curative matters;

B. The Existing Contracts;

C. Records relating to the payment of rentals, royalties, shut-in gas royalties, and other payments due under any Lease or Existing Contract;

D. Records relating to filing of returns for or the payment of ad valorem, property, production, severance, excise and other taxes and assessments based on or measured by the ownership of property or the production of hydrocarbons or the receipt of proceeds therefrom; and

E. Ownership reports, maps and surveys.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF SELLER

As of the date of this Agreement and as of Closing, PEDCO makes to Purchaser the following representations and warranties:

4.1 Existence and Power. Seller has the power and is authorized to enter into and perform this Agreement and the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement by Seller, and the transactions contemplated by this Agreement, will not violate (i) any provision of the organizational documents of Seller, (ii) any material agreement or instrument to which Seller is a party or by which Seller or any of the Assets are bound, (iii) any judgment, order, ruling, or decree applicable to Seller as a party in interest, or (iv) any law, rule or regulation applicable to Seller relating to the Assets. This agreement constitutes a legal, valid and binding obligation of Seller, enforceable in accordance with its terms.

4.2 Brokers. Seller has incurred no obligation or liability for brokers’ or finders’ fees relating to the matters provided for in this Agreement which will be the responsibility of Purchaser, and any such obligation or liability that might exist shall be the sole obligation of Seller.

4.3 Claims and Litigation. Except for the Litigation Matters as disclosed in the Stock Purchase Agreement, there are no legal or administrative proceedings, claims or investigations pending or, to the best of Seller’s knowledge, threatened before any court or administrative body against Seller which, if determined adversely to Seller, would have a material adverse effect on the Assets.

4.4 Compliance. Seller has materially complied with the provisions and requirements of all laws, rules, regulations and orders applicable to the Assets.

4.5 Existing Contracts. Schedule 4.5 contains a list of all Existing Contracts. With respect to the Existing Contracts: (i) all Existing Contracts are in full force and effect and are the valid and legally binding obligations of the parties thereto and are enforceable in accordance with their respective terms, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency and similar laws affecting creditor’s rights generally, and by general equitable principles; (ii) Seller is not in breach or default of any of its obligations under any Existing Contract; and (iii) neither Seller nor, to the best of Seller’s knowledge, any other party to any Existing Contract has given or threatened to give notice of any action to terminate, cancel, rescind or procure a judicial reformation of any Existing Contract or any provision thereof.

4.6 Marketing. No hydrocarbons produced from the Assets are subject to a sales agreement (except contracts terminable without penalty by Seller on not more than 30 days’ notice), no entity has any call upon, option to purchase or similar right under any agreement with respect to the Assets or to the production therefrom. Seller has not collected, nor will Seller collect, any proceeds from the sale of hydrocarbons produced from the Assets which are subject to refund. As of the Effective Time, proceeds from the sale of oil, condensate and gas from the Assets were being received by Seller in a timely manner and were not being held in suspense for any reason. Seller has not been nor will Seller be obligated by virtue of any prepayment made under any production sales contract or any other contract containing a “take-or-pay” clause, or under any gas balancing, deferred production or similar arrangement to deliver oil, gas or other minerals produced from or allocated to any of the Assets at some future time without receiving full payment therefor at the time of delivery. There are no gas imbalances between Seller and any third party with respect to the Assets.

4.7 Permits and Governmental Approval. Seller possesses all permits, licenses, certificates, consents, approvals, and other authorizations required by governmental authorities, and has made all required filings with the governmental authorities, including but not limited to the Bureau of Land Management (“BLM”), the New Mexico State Land Office (“SLO”), and the New Mexico Oil Conservation Division (“OCD”), which are necessary for Seller’s ownership and operation of the Assets. Seller, however, expressly makes no warranty or representation regarding the governmental authorities’ consent or approval of pending filings, or the timeliness of obtaining same.

4.8 Preferential Purchase Rights and Consents to Assign. Except for governmental consents and approvals of assignments which approval may be pending or that are customarily obtained after Closing, the Assets are not subject to any consents to assign or preferential rights to purchase.

4.9 AFEs. Except for ten (10) pending Authorities For Expenditures (“AFE”) to plug and abandon certain wells included in the Assets, as previously provided to Purchaser, there are no outstanding AFEs to drill or rework any well or for capital expenditures with respect to the Assets that have been proposed by any person having authority to do so other than wells already drilled and completed that exceed $5,000 on an 8/8ths basis.

4.10 Bankruptcy. There are no bankruptcy, reorganization or receivership proceedings pending against, being contemplated by, or threatened against Seller.

4.11 Taxes. All taxes and assessments based on or measured by the ownership of property comprising the Assets or the production or removal of hydrocarbons or the receipt of proceeds therefrom (including applicable escheatment requirements) have been timely paid when due and are not in arrears.

4.12 Suspended Funds. There are no suspended funds held by Seller in connection with the Assets.

4.13 Accuracy. The factual information contained in the Exhibits to this Agreement was prepared and furnished without intentional misrepresentation or intentional omission of material facts or disclosures.

4.14 Limitations; Cap. The representations and warranties of PEDCO set forth above shall survive Closing for a period of nine (9) months. PEDCO shall indemnify Purchaser and its affiliates from any damages resulting from a breach of any representation or warranty pursuant to this Article IV, provided, however, PEDCO shall have no liability for any breaches of this Article IV until the aggregate amount of damages suffered as a result of all such breaches exceeds $50,000, in which case indemnification shall be made by PEDCO including damages up to that amount. The maximum liability of PEDCO pursuant to this Article IV shall be $50,000.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF PURCHASER

As of the date of this Agreement and as of Closing, Purchaser makes to PEDCO the following representations and warranties:

5.1 Existence and Power. Purchaser has the power and is authorized to enter into and perform this Agreement and the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement by Purchaser, and the transactions contemplated by this Agreement, will not violate (i) any provision of the organizational documents of Purchaser, (ii) any material agreement or instrument to which Purchaser is a party or by which Purchaser is bound, (iii) any judgment, order, ruling, or decree applicable to Purchaser as a party in interest, or (iv) any law, rule or regulation applicable to Purchaser. This Agreement constitutes a legal, valid and binding obligation of Purchaser, enforceable in accordance with its terms.

5.2 Brokers. Purchaser has incurred no obligation or liability for brokers’ or finders’ fees relating to the matters provided for in this Agreement which will be the responsibility of Seller, and any such obligation or liability that might exist shall be the sole obligation of Purchaser.

5.3 Claims and Litigation. Except as set forth on Schedule 5.3, there are no legal or administrative proceedings, claims or investigations pending or, to the best of Purchaser’s knowledge, threatened before any court or administrative body against Purchaser which, if determined adversely to Purchaser, would materially affect Purchaser’s ability to consummate the transactions contemplated by the Agreement.

5.4 No Distribution. Purchaser is acquiring the Properties for its own account and not with the intent to make a distribution in violation of the Securities Act of 1933 as amended (and the rules and regulations pertaining thereto) or in violation of any other applicable securities laws, rules or regulations.

5.5 Knowledge and Experience. Purchaser has (and had prior to negotiations regarding the Assets) such knowledge and experience in the ownership and the operation of oil and gas properties and financial and business matters as to be able to evaluate the merits and risks of an investment in the Assets. Purchaser is able to bear the risks of an investment in the Assets and understands the risks of, and other considerations relating to, a purchase of the Assets.

ARTICLE VI

CLOSING

6.1 Time and Place of Closing. The consummation of the transactions contemplated by this Agreement (the “Closing”) shall occur at 10:00 a.m. (prevailing Central Time) on November 9, 2023 or (“Closing Date”) or at such other time, manner and place as the Parties agree, or if mutually agreeable among the Parties, Closing may occur by an exchange of signature pages by email or by electronic image scan transmission in PDF format. The Parties shall use commercially reasonable efforts to cause the conditions to Closing set forth in Sections 6.2 and 6.3 to be satisfied in a timely manner.

6.2 Conditions to Purchaser’s Obligation to Close. The obligations of Purchaser to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver in writing by Purchaser, at or prior to the Closing, of each of the following conditions:

A. The representations and warranties of Seller set forth in this Agreement shall be true and correct in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date (provided that representations and warranties which are confined to a specified date shall speak only as of such date); provided that in the event of a breach of or inaccuracy in the representations and warranties of Seller set forth in this Agreement. Unless otherwise waived by Purchaser, Purchaser shall have received a certificate of Seller to such effect signed by a duly authorized officer.

B. Each covenant and agreement that Seller is required to perform or to comply with pursuant to this Agreement at or prior to the Closing shall have been duly performed and complied with in all material respects and Purchaser shall have received a certificate of Seller to such effect signed by a duly authorized officer.

C. No governmental authority shall have enacted, issued, promulgated, or entered any Order or law which is in effect and has the effect of making illegal or otherwise prohibiting the consummation of the transactions contemplated by this Agreement or would cause any of such transactions to be rescinded following the Closing.

D. Each of the deliveries required to be made to Purchaser pursuant to Section 6.4 shall have been so delivered (or Seller shall be ready, willing, and able to make such deliveries).

E. PEDCO shall have performed its obligations and shall not otherwise be in breach pursuant to the Stock Purchase Agreement so that Purchaser is obligated to close the transactions contemplated in the Stock Purchase Agreement.

6.3 Conditions to Seller’s Obligation to Close. The obligations of Seller to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver in writing by Seller, at or prior to the Closing, of each of the following conditions:

A. The representations and warranties of Purchaser set forth in this Agreement shall be true and correct in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date (provided that representations and warranties which are confined to a specified date shall speak only as of such date). Unless otherwise waived by Seller, Seller shall have received a certificate of Purchaser to such effect signed by a duly authorized officer.

B. Each covenant and agreement that Purchaser is required to perform or to comply with pursuant to this Agreement at or prior to the Closing shall have been duly performed and complied with in all material respects and Seller shall have received a certificate of Purchaser to such effect signed by a duly authorized officer.

C. No Governmental Authority shall have enacted, issued, promulgated or entered any Order or other law which is in effect and has the effect of making illegal or otherwise prohibiting the consummation of the transactions contemplated by this Agreement or would cause any of such transactions to be rescinded following the Closing.

D. Each of the deliveries required to be made to Seller pursuant to Section 6.4 shall have been so delivered (or Purchaser shall be ready, willing, and able to make such deliveries).

E. Purchaser shall have performed its obligations and shall not otherwise be in breach pursuant to the Stock Purchase Agreement so that PEDCO is obligated to close the transactions contemplated in the Stock Purchase Agreement.

6.4 Closing Obligations. At the Closing,

A. Seller and Purchaser shall execute, acknowledge and deliver an Assignment and Bill of Sale in substantially the form of Exhibit D.

B. Seller and Purchaser shall execute such other instruments, including change of operator forms and letters-in-lieu, and take such other action as may be necessary or advisable to carry out their respective obligations under this Agreement and as may reasonably be requested by the Purchaser prior to the Closing (with such instruments containing only commercially acceptable terms and conditions that do not directly or indirectly impose obligations on Seller that are not provided in this Agreement), and further provided that such instruments are provided to the Seller by the Purchaser not less than three business days prior to Closing.

C. Seller and Purchaser shall execute and deliver any forms, documents or instruments required to transfer operatorship of the Assets operated by Seller to Purchaser as may reasonably be requested by the Purchaser prior to the Closing (with such instruments containing only commercially acceptable terms and conditions that do not directly or indirectly impose obligations on Seller that are not provided in this Agreement), and further provided that such instruments are provided to the Seller by the Purchaser not less than three business days prior to Closing.

D. Seller and Purchaser shall execute and deliver any forms, documents or instruments required to transfer to Purchaser all of Seller’s interest in any suspense funds held by any operator of the Assets as of the Closing as may reasonably be requested by the Purchaser prior to the Closing (with such instruments containing only commercially acceptable terms and conditions that do not directly or indirectly impose obligations on Seller that are not provided in this Agreement), and further provided that such instruments are provided to the Seller by the Purchaser not less than three business days prior to Closing.

E. Purchaser shall pay to Seller the Purchase Price, which shall be included as principal, and due and payable, under the Note (as defined in the Stock Purchase Agreement).

F. The transfer of the Assets by Seller to Purchaser shall be by warranty of title, by, through and under Seller, but not otherwise.

ARTICLE VII

POST-CLOSING OBLIGATIONS

7.1 Indemnification by Purchaser. Purchaser will indemnify, protect and defend PEDCO against, and hold PEDCO harmless from and against, any and all damages suffered, paid, or incurred by PEDCO as a result of (a) any inaccuracy or breach of the representations and warranties made by or on behalf of Purchaser in Article V of this Agreement (in each case without regard to any qualification as to materiality), (b) any violation or breach by Purchaser of or default by Purchaser under the terms of this Agreement, and (c) liabilities arising from the operations of the Company after the Effective Time.

7.2 Assumption of Liability. From and after the Effective Time, Purchaser agrees to and will assume all surface, plugging and abandonment, environmental and all other liability of whatsoever kind and nature as to the Assets whether from ownership, operation, use or contract. Purchaser acknowledges that there may exist obligations to surface owners or tenants of the surface, such as grazing lessees, of the subject lands to negotiate and execute a surface use and compensation agreement in compliance with the New Mexico Surface Owner’s Protection Act, which obligation may include providing notice of Purchaser’s oil and gas operations and non-oil and gas operations. After the Effective Time, SELLER GIVES NO WARRANTY AS TO ITS COMPLIANCE WITH STATE OR FEDERAL GOVERNMENTAL ENTITIES OR REGULATIONS PERTAINING TO ENVIRONMENTAL COMPLIANCE OR PLUGGING LIABILITY AND ADDITIONALLY GIVES NO WARRANTY AS TO THE CONDITION OF THE SURFACE OR OTHER ENVIRONMENTAL LIABILITIES AND PURCHASER ACKNOWLEDGES IT IS ACQUIRING THE ASSETS IN AN EXISTING “AS IS” AND “WHERE IS” CONDITION.

7.3 Indemnification. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO THE CONTRARY, FROM AND AFTER THE EFFECTIVE TIME PURCHASER AGREES TO AND WILL INDEMNIFY, DEFEND AND HOLD HARMLESS PEDCO FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, LOSSES, COSTS AND EXPENSES (INCLUDING COURT COSTS AND REASONABLE ATTORNEYS’ FEES) THAT ARE ATTRIBUTABLE TO (I) ENVIRONMENTAL LIABILITIES ARISING FROM SELLER’S OWNERSHIP, OPERATION, OR USE OF THE ASSETS, (II) PLUGGING AND ABANDONING ALL WELLS NOW OR HEREAFTER LOCATED ON THE LANDS INCLUDED IN THE ASSETS, (III) ANY AND ALL COSTS INCIDENT TO SUCH PLUGGING AND ABANDONMENT, (IV) ANY ASSET RETIREMENT OBLIGATIONS ASSOCIATED WITH THE ASSETS, (V) ALL CLAIMS PERTAINING TO THE SURFACE OR ENVIRONMENTAL CLAIMS, AND (VI) ALL LITIGATION MATTERS (AS DEFINED IN THE STOCK PURCHASE AGREEMENT). THIS SECTION 7.3 SHALL SURVIVE THE EFFECTIVE TIME. THE DEFENSE, INDEMNIFICATION, HOLD HARMLESS AND RELEASE PROVISIONS PROVIDED FOR IN THIS AGREEMENT SHALL BE APPLICABLE WHETHER OR NOT THE LIABILITIES, COSTS, EXPENSES AND DAMAGES IN QUESTION AROSE OR RESULTED SOLELY OR IN PART FROM THE GROSS, SOLE, ACTIVE, PASSIVE, CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY INDEMNIFIED PARTY. SELLER AND PURCHASER ACKNOWLEDGE THAT THIS STATEMENT COMPLIES WITH THE EXPRESS NEGLIGENCE RULE AND IS CONSPICUOUS.

7.4 Preferential Purchase Rights. If one or more persons claim they hold a preferential purchase right in any of the Assets and notify PEDCO or Purchaser after Closing but within the period such right may be exercised that they intend to exercise such alleged preferential purchase right, PEDCO or Purchaser, as applicable, shall notify the other Parties of such claim, and Purchaser shall be responsible for satisfying all such preferential purchase rights, if any, to the holders thereof and Purchaser shall protect, indemnify and hold PEDCO harmless from and against any and all claims, liabilities, losses, costs and reasonable attorney’s fees in connection therewith.

7.5 Cooperation. After Closing, PEDCO and Purchaser agree to take such further actions and to execute, acknowledge and deliver all such further documents that are necessary or useful in carrying out the purposes of this Agreement or of any document delivered pursuant to this Agreement.

7.6 Support. PEDCO agrees, from the date of this Agreement until ninety (90) days after Closing, that PEDCO will, at Purchaser’s Expense (as defined below), use its reasonable commercial efforts to cooperate and assist Operations, Accountants, Engineers and Land Personnel, including making available books, records and personnel of PEDCO reasonably requested by such parties; and provided, however, that nothing in this Section shall require any such cooperation or assistance on the part of PEDCO to the extent it would interfere unreasonably with the business or operations of PEDCO or incur any monthly expenses beyond the Cap (as defined below). “Purchaser’s Expense” shall mean that the Purchaser will be solely responsible for all payments to Operations, Accountants, Engineers and Land Personnel, or prompt reimbursement of PEDCO for the same, and further that the Purchaser will promptly pay PEDCO, without set-off or counterclaim, an amount equal to 120% of all reasonable costs incurred by PEDCO or its affiliates in providing such support, including but not limited to wages and associated overhead. There shall be a cap of $5,000 per month on such expenses unless a larger amount is agreed to in writing by Purchaser (the “Cap”).

ARTICLE VIII

TAXES

8.1 Apportionment of Ad Valorem and Property Taxes. All ad valorem taxes, real property taxes, personal property taxes, and similar obligations relating to the Assets (collectively “Property Taxes”) with respect to the tax period in which the Effective Time occurs shall be apportioned as of the Effective Time between PEDCO and Purchaser. The Parties will initially make settlement of all Property Taxes by estimating the Property Taxes to be due for the tax period in which the Effective Time occurs based on the Property Taxes assessed and paid for the immediately prior tax period. Such settlement of taxes shall be part of the closing and post-closing settlement statements between the Parties. The Parties will make final adjustment upon receipt of the tax statements for 2023.

8.2 Sales Taxes. Purchaser shall pay sales taxes or other transfer taxes, if any, in connection with the sale of the Assets. Purchaser shall be responsible for any applicable conveyance, transfer and recording fees, and real estate transfer stamps or taxes imposed on the transfer of the Assets pursuant to this Agreement.

8.3 Other Taxes. All production, severance, excise and other taxes (other than income taxes, which shall be the sole responsibility of each Party as to their own income taxes) relating to production of oil, gas and condensate attributable to the Assets prior to the Effective Time shall be paid by PEDCO, and all such taxes relating to such production on or after the Effective Time shall be paid by Purchaser.

ARTICLE IX

MISCELLANEOUS

9.1 Entire Agreement. This Agreement, including the Exhibits hereto, attached hereto and incorporated herein, constitutes the entire agreement between the Parties as to the subject matter of this Agreement and supersedes all prior agreements, understandings, negotiations and discussions of the Parties, whether oral or written. No supplement, amendment, alteration, modification or waiver of this Agreement shall be binding unless executed in writing by the Parties.

9.2 References. All references in this Agreement to articles, sections and other subdivisions refer to corresponding articles, sections and other subdivisions of this Agreement unless expressly provided otherwise. Titles appearing at the beginning of any of such subdivisions are for convenience only and shall not constitute part of such subdivisions and shall be disregarded in construing the language contained in such subdivisions. The words “this Agreement,” “this instrument,” “herein,” “hereof,” “hereby,” “hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. Pronouns in masculine, feminine, and neuter genders shall be construed to include any other gender, and words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. Derivatives and other forms of the terms defined in this Agreement shall have meanings consistent with the definitions herein provided. The term “including” (or “included”) shall be deemed to be followed by the phrase “but not limited to.” Unless otherwise expressly provided herein, any reference herein to a “day” shall refer to a calendar day. Time is of the essence of this Agreement.

9.3 Assignment. No Party shall assign all or any part of this Agreement, nor shall any Party assign or delegate any of its rights or duties hereunder, without the prior written consent of the other Party and any assignment made without such consent shall be void PROVIDED THAT the Purchaser may on notice to the Seller assign all but not less than all of the Transaction Documents to an affiliated entity prior to Closing. Subject to this Section 9.3, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors, assigns and legal representatives.

9.4 Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Texas, without regard to the conflicts of law rules that would require the application of the laws of another state.

9.5 Notices. Any notice required or permitted by this Agreement shall be given in writing by personal service, overnight delivery service, facsimile, email, or by certified mail, return receipt requested, postage prepaid, as follows:

If to Purchaser:

Tilloo Exploration and Production, LLC.

4622 Maple Ave St. 200

Dallas, Texas 75219

Attention: William S. Montgomery Jr., Managing Member

Fax: (214) 769-4400

Email: Monty@norfolktx.com

If to PEDCO:

Pacific Energy Development Corp.

575 N. Dairy Ashford, Ste. 210

Houston, Texas 77079

Attention: J. Douglas Schick, President

Fax: (713) 574-7901

Email: dschick@pedevco.com

(or such other address as designated in writing by either Party to the other) and shall be deemed to have been given as of the date of receipt by the intended Party.

9.6 Damages. Except as otherwise provided herein, all costs and expenses incurred in connection with this Agreement shall be paid by the party incurring such cost or expense. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY NO PARTY SHALL HAVE ANY OBLIGATIONS WITH RESPECT TO THIS AGREEMENT, OR OTHERWISE IN CONNECTION HEREWITH, FOR ANY SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES.

9.7 No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to confer upon any person, other than the Parties and their respective heirs, successors and assigns, any rights or remedies under or by reason of this Agreement or to constitute such person a third-party beneficiary of this Agreement.

9.8 Waiver. No failure or delay by any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

9.9 Execution in Counterparts. This Agreement may be executed in counterparts, and each such counterpart shall be deemed to be an original instrument, but all such counterparts together shall constitute for all purposes one agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, Purchaser and Seller have executed and delivered this Agreement effective as of the Effective Time.

SIGNATURE PAGE TO PURCHASE AND SALE AGREEMENT

EXHIBIT A

THE LEASES, INCLUDING LEASEHOLD BURDENS

AND NET MINERAL ACRES

EXHIBIT B

THE WELLS, INCLUDING WORKING INTERESTS

AND NET REVENUE INTERESTS

EXHIBIT C

ALLOCATED VALUES

EXHIBIT D

ASSIGNMENT AND BILL OF SALE

Pacific Energy Development Corp., and EOR Operating Company, whose collective address is 575 N. Dairy Ashford, Suite 210, Houston, Texas 77079 (collectively, “Assignor”), for Ten Dollars and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), does hereby GRANT, BARGAIN, SELL, CONVEY, ASSIGN, TRANSFER, SET OVER, and DELIVER unto Tilloo Exploration and Production, LLC., a Texas limited liability company, whose address is 4622 Maple Ave, Suite 200, Dallas Texas 75219 (“Assignee”), all of Assignor’s undivided interests (as set forth in Exhibit A and Exhibit B) in and to the following described properties, rights and interests:

A. The oil and gas leases, subleases and other leaseholds, interests in fee, carried interests, reversionary interests, net profits interests, royalty interests, forced pooled interests, overriding royalty interests, mineral interests and other property and interests more fully described in Exhibit A, to the extent such interests cover the lands described in Exhibit A, and all rights incident thereto and derived therefrom, together with all rights, benefits and powers conferred upon the holder thereof with respect to the use and occupation of the lands covered thereby (the “Leases”).

B. The wells and units (including any drillable locations (PUDs)) more fully described on Exhibit B (the “Wells”) and all lease and surface equipment, flowlines, pipelines and appurtenant thereto used or held for use in connection with the operation or production of the Assets, and all personal property, fixtures, plants, improvements, joint accounts, easements, rights-of-way and appurtenances used or related to the Wells or the Leases.

C. Operating agreements, pooling and unitization agreements, declarations of pooling or unitization, communitization agreements, pooling orders, farm-out and farm-in agreements, exploration agreements, area of mutual interest agreements, participation agreements, assignments, oil sales contracts, gas sales, gas processing, gas gathering, and transportation agreements, surface leases, rights-of-way, easements, servitudes, permits, licenses, and other instruments and agreements pertaining to the Leases or the Wells (the “Existing Contracts”).

D. Without limiting the foregoing, all other right, title and interest of Seller of whatever kind or character, whether legal or equitable, vested or contingent, in and to the oil, gas and other minerals in and under or that may be produced from or attributable to the lands described in Exhibit A, including but not limited to all Seller’s oil and gas interests located in Lea County, New Mexico and in Township 8 South, Range 34 East and Range 35 East, 6th NMPM situated in Roosevelt County, New Mexico, whether such interests are specifically described in Exhibit A, and even though such interest of Seller may be incorrectly described in or omitted from Exhibit A.

E. All files, records and data relating to the items described in subsections A through D above including well data, logs, geophysical data, engineering records, title records (including abstracts of title, title opinions, title reports and title curative documents), contracts, correspondence, and all related matters in the possession of Assignor (the “Records”).

The properties, rights and interests identified in subsections A through E above are collectively called the “Assets.”

TO HAVE AND TO HOLD the Assets unto Assignee, its successors and assigns, forever. Assignor hereby agrees to warrant and defend the title to the Assets hereby assigned unto Assignee, to the extent of the net revenue interests set forth in Exhibit A or Exhibit B, as applicable, against the claims of any party arising by, through, or under Assignor, but not otherwise. Additionally, to the extent transferable, Assignor hereby assigns to Assignee, its successors and assigns, full power and right of substitution and subrogation in and to all covenants and warranties (including warranties of title) by owners in Assignor's chain of title, vendors, or others, given or made with respect to the Assets or any part thereof prior to the Effective Time. This Assignment and Bill of Sale shall be binding upon and inure to the benefit of the Assignor and Assignee, and their respective successors and assigns.

EXCEPT WITH REGARD TO THE SPECIAL WARRANTY OF TITLE FROM ASSIGNOR TO ASIGNEE SET FORTH ABOVE, THIS ASSIGNMENT AND BILL OF SALE IS MADE WITHOUT WARRANTIES OR COVENANTS, EXPRESSED OR IMPLIED IN FACT OR IN LAW, AS TO TITLE, MERCHANTABILITY, DURABILITY, USE, OPERATION, FITNESS FOR ANY PARTICULAR PURPOSE, CONDITION, SAFETY OF THE PROPERTY, COMPLIANCE WITH REGULATORY AND ENVIRONMENTAL REQUIREMENTS OR OTHERWISE.  ASSIGNOR DOES NOT IN ANY WAY REPRESENT OR WARRANT THE ACCURACY OR COMPLETENESS OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) FURNISHED TO ASSIGNEE BY OR ON BEHALF OF ASSIGNOR.  ASSIGNEE HEREBY AGREES THAT IT HAS INSPECTED OR HAS BEEN GIVEN THE OPPORTUNITY TO INSPECT THE ASSETS, INCLUDING THE LEASES AND ASSOCIATED AGREEMENTS, WELLS, PERSONAL PROPERTY, AND EQUIPMENT ASSIGNED AND CONVEYED HEREIN AND THAT IT ACCEPTS THE SAME "AS IS, WHERE IS" AND "WITH ALL FAULTS". 

Assignor agrees to assume all liabilities and perform all obligations incident to the ownership and operation of the Assets which are attributable to the interests herein assigned and conveyed to Assignee insofar as such obligations and liabilities are attributable to ownership and operation of the Assets prior to the Effective Time.

Assignee agrees to assume all liabilities and perform all obligations incident to the ownership and operation of the Assets which are attributable to the interests herein assigned and conveyed to Assignee insofar as such obligations and liabilities are attributable to ownership and operation of the Assets from and after the Effective Time.

This Assignment shall be effective as of August 1, 2023 at 12:00 a.m. local time where the Assets are located (the “Effective Time”) and shall be subject that that certain Purchase and Sale Agreement dated November 9, 2023 by and between Assignor and Assignee.

Assignor and Assignee agree to execute and deliver to each other, from time to time, such other and additional instruments, notices, division orders, transfer orders and other documents, and to do all such other and further acts and things as may be necessary to effectively grant, convey and assign to Assignee the Assets.

IN WITNESS WHEREOF, this Assignment and Bill of Sale has been executed on November 9, 2023, but effective for all purposes as of the Effective Time.

                The foregoing instrument was acknowledged before me on _________________, by __________________, as __________________ of Pacific Energy Development Corp.., a Nevada corporation, on behalf of the corporation.

                The foregoing instrument was acknowledged before me on _________________, by __________________, as __________________ of EOR Operating Company, a Texas corporation, on behalf of the corporation.

                The foregoing instrument was acknowledged before me on ________________by __________________, as ________________ of Tilloo Exploration and Production, LLC., a Texas limited liability company, on behalf of the limited liability company.

SCHEDULE 4.5

EXISTING CONTRACTS

Unit Agreements

1. Milnesand San Andres Unit Agreement No. NMNM-070990X, dated March 17, 1969, effective August 1, 1969.

Other Agreements

2. Surface Lease Agreement made the 15th day of May, 2018 between Granite Pacific LC and EOR Operating Company.

SCHEDULE 5.3

LITIGATION MATTERS

1. Zia Land and Water Conservation, LLC v. EOR Operating Company, PT Oil & Gas, LLC, and Thomas and Ruby Parkinson Trust, Case No. D-101-CV-2022-00973, in the First Judicial District Court of the State of New Mexico in Santa Fe County (the "Zia Litigation").

The Zia Litigation was filed on June 1, 2022. Zia Land and Water Conservation, LLC ("Zia") is an assignee of claims from the surface owners, Bryce and Jaimi Peterson. Zia has brought claims of trespass, unjust enrichment, negligence, compensation for surface damages caused under the Surface Owner Protection Act, and specific performance under the Surface Owner Protection Act.

2. EOR Operating Company v. Bryce Peterson and Jaimi Peterson, Case No. D-911-CV-2023-00166, Case No. D-911-CV-2023-00166, in the Ninth Judicial District Court of the State of New Mexico in Roosevelt County (the "Peterson Litigation").

The Peterson Litigation was filed on September 27, 2023, against Bryce and Jaimi Peterson for malicious abuse of process related to governmental reporting of and interference with addressing alleged historic, putative, and actual spills, releases, and other environmental issues. The defendants have not yet answered the complaint or asserted counterclaims. Based upon this conduct, it is possible that state and/or federal regulators may take action based upon the Petersons' reporting.

3. Regulatory Actions. Although there are no known pending regulatory or administrative actions pending, the conduct that is the subject of the Zia Litigation and the Peterson Litigation may give rise to such action.

EXHIBIT 10.1

STOCK PURCHASE

AGREEMENT

THIS STOCK PURCHASE AGREEMENT, dated as of November 9, 2023 (the “Agreement”), is by and among Tilloo Exploration and Production LLC. (“Buyer”), a Texas limited liability company, and Pacific Energy Development Corp., a Nevada corporation (the “Seller”).

RECITALS:

WHEREAS, the Seller owns all of the issued and outstanding shares of stock of EOR Operating Company, a Texas corporation (“EOR” or the “Company”);

WHEREAS, Buyer and Seller have entered into that certain Purchase and Sale Agreement dated the date hereof (the “PSA”) concerning the purchase of certain oil and gas assets (the “Assets”); and

WHEREAS, Buyer desires to acquire all the shares of stock of the Company from the Seller.

NOW, THEREFORE, in consideration of the premises and the representations, warranties, covenants and agreements contained herein, the parties hereto, intending to be legally bound, agree as follows:

ARTICLE I

THE TRANSACTION

Section 1.1. Closing. The closing (the “Closing”) of the transaction contemplated herein (the “Transaction”) is conditioned upon the closing of the transactions contemplated in the PSA, and will occur simultaneously therewith. Termination of the PSA in accordance with Section 7.4 thereof shall terminate this Agreement and the parties shall have no liability or obligation hereunder except and to the extent such termination results from the willful breach by a party of any of its covenants or agreements hereunder, in which case the non-breaching party shall have the right to seek all remedies available at law or in equity, including specific performance, for such willful breach.

Section 1.2. Purchase. At the Closing, Buyer will acquire from the Seller 300 shares of the common stock of EOR (the “Shares”), representing all of the issued and outstanding equity stock of the Company. The purchase provided for pursuant to this Section 1.2 shall be effective as of the effective date of the transactions contemplated in the PSA (the “Effective Time”).

Section 1.3. Purchase Price. At the Closing, as consideration for the purchase of the Shares pursuant to the terms hereof, Buyer will pay the Seller $100,000.00 (the “Stock Purchase Price”). The Stock Purchase Price shall be paid through issuance of a secured Promissory Note by Buyer to Seller in the form attached hereto as Exhibit A (the “Note”), and related Security Agreement in the form attached as Exhibit B (the “Security Agreement”), Security Agreement (Pledge of Corporate Securities) in the form attached as Exhibit C (the “Pledge Agreement”), and a Mortgage in the form attached hereto as Exhibit D (the “Mortgage,” and together with the “Note” and the “Security Agreement” and the “Pledge Agreement,” the “Financing Documents”).

Section 1.4. Taking of Necessary Action; Further Action. At and after the Closing, each of the Parties will take all such reasonable and lawful action as may be necessary or appropriate in order to effectuate the Transaction in accordance with this Agreement as promptly as possible. The Transaction shall be effective as of the Effective Time.

Section 1.5. Definitions. The definitions of certain capitalized terms are set forth in Section 6.2.

Section 1.6. Litigation Matters. The Parties expressly agree that Buyer acknowledges that Company is currently a party to the Litigation Matters and, upon and after the Closing, Buyer agrees and acknowledges that Buyer shall assume all obligations, rights, fees, expenses, risks, liabilities and duties with respect to the same.

Section 1.7. Milnes and Office Lease. The Parties agree and acknowledge that Seller and its Affiliates shall lease and be entitled to full access and unfettered use of that certain field office comprised of a trailer and furnishings located at approximately latitude 33.621 and longitude -103.407, Roosevelt County, NM, including the surrounding yard (the “Field Office”), for a period from Closing through December 31, 2024, unless earlier terminated by Seller in writing to Buyer. The lease of the Field Office shall be fully paid and irrevocable at Closing, and during the term of the lease, Buyer shall continue to provide and pay for utilities servicing the Field Office. Seller shall pay 50% of any rent due to the lessor of the surface acreage for as long as it continues to occupy the premises.

Section 1.8. Vehicles. The Parties agree and acknowledge that Seller shall retain all right, title and interest to all vehicles that may continue to be owned by EOR as of the Closing, it being agreed and acknowledged by the Parties that Seller has initiated the process of transferring title and registration to all EOR vehicles prior to the Closing, but that final transfer of registration and title may occur post-Closing. Buyer agrees and acknowledges to execute such documentation as requested by Seller post-Closing if and as necessary to consummate the transfer of title and registration of the vehicles from EOR to Seller post-Closing.

Section 1.9 Bonds and Collateral Accounts.

(a) As a condition to Closing, Buyer shall have entered into a Collateral Security Agreement (or similar agreement) (the “CSA”) as may be required by Argonaut Insurance Company (“Argo Surety”) with Argo Surety, and Buyer shall have entered into an Account Control Agreement (or similar agreement) (the “ACA”) as may be required by Texas Capital Bank, N.A. (“Texas Capital”), in connection with the change in ownership of EOR from Seller to Buyer as it relates to those certain bonds set forth on Schedule 1.9 attached hereto (the “Bonds”), and the establishment of a new collateral account(s) with respect to such Bonds at Texas Capital (each, a “Collateral Account,” and collectively, the “Collateral Accounts”).

(b) For so long as the Note remains outstanding and unpaid in full, Buyer shall not terminate, amend or restate either the CSA or ACA without the express prior written approval of Seller, which Seller may provide in its sole discretion.

(c) In the event the collateral requirements of any of the Bonds are reduced or revised such that there is excess cash in any Collateral Account, Buyer shall promptly notify PEDCO of the same, and Buyer shall promptly obtain the release of such excess funds from such Collateral Account(s) and remit the same to PEDCO, up to the then-current outstanding and unpaid amount of principal, accrued and unpaid interest, and fees and expenses then due and outstanding under the Note.

(d) The Parties agree and acknowledge that on or after Closing, Seller shall seek to remove “EOR Operating Company” as a “Grantee” under that certain Reclamation Bond for Produced/Treated Water Line, Bond No. SUR0013458, filed with the New Mexico State Land Office Rights of Way Division, effective May 20, 2019 (the “Reclamation Bond”), and that Buyer shall promptly cooperate if/as necessary post-Closing to cause EOR Operating Company to be removed as a “Grantee” under the Reclamation Bond as requested by Seller and at Seller’s sole expense. To Seller’s knowledge, as of the Closing, EOR Operating Company’s operations do not require a Reclamation Bond for Produced/Treated Water Line under applicable New Mexico rules and regulations.

(e) The Parties agree and acknowledge that on or after Closing, Seller shall seek to remove “EOR Operating Company” as a “Principal” under that certain Damage Bond Right-of-Way Or Water Lease, Bond No. SUR0013436, filed with the Commissioner of Public Lands, State of New Mexico, effective January 29, 2019 (the “Damage Bond”), and that Buyer shall promptly cooperate if/as necessary post-Closing to cause EOR Operating Company to be removed as a “Principal” under the Damage Bond as requested by Seller and at Seller’s sole expense. To Seller’s knowledge, as of the Closing, EOR Operating Company’s operations do not require a Damage Bond under applicable New Mexico rules and regulations.

Section 1.20 Reserved.

Section 1.21 Non-Solicitation. Without Seller’s prior written consent (electronic mail acceptable), Buyer will not, directly or indirectly through another entity, induce or otherwise attempt to influence any person who is, or within the preceding twelve months was, an employee of, or consultant or service provider to, the Company or any subsidiary thereof, to leave the Company’s or such subsidiary’s employment or consultant or service provider engagement, or in any way interfere with the relationship between the Company and any employee or consultant thereof.

ARTICLE II

REPRESENTATIONS

AND WARRANTIES OF BUYER

Buyer represents and warrants to the Seller as follows:

Section 2.1. Authority; Non Contravention; Approvals.

(a) The execution and delivery of this Agreement by Buyer and the consummation by Buyer of the Transaction does not and will not violate or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien upon any of the properties or assets of Buyer (except as arising under the Loan Documents) under any of the terms, conditions or provisions of (i) the charter or bylaws of Buyer, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or Governmental Authority applicable to Buyer or any of its properties or assets, or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which Buyer is now a party or by which Buyer or any of their properties or assets may be bound or affected.

(b) No declaration, filing or registration with, or notice to, or authorization, consent or approval of, any Governmental Authority is necessary for the execution and delivery of this Agreement by Buyer or the consummation by Buyer of the Transaction.

Section 2.2 No Brokers. Buyer has incurred no obligation or liability for brokers’ or finders’ fees relating to the matters provided for in this Agreement which will be the responsibility of Seller, and any such obligation or liability that might exist shall be the sole obligation of Buyer.

Section 2.2 No Distribution. Buyer is acquiring the Shares for its own account and not with the intent to make a distribution in violation of the Securities Act of 1933 as amended (and the rules and regulations pertaining thereto) or in violation of any other applicable securities laws, rules or regulations.

Section 2.3 Knowledge and Experience. Buyer has (and had prior to negotiations regarding the Shares) such knowledge and experience in the ownership and the operation of oil and gas companies and financial and business matters as to be able to evaluate the merits and risks of an investment in the Shares. Buyer is able to bear the risks of an investment in the Shares and understands the risks of, and other considerations relating to, a purchase of the Shares.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

OF THE SELLER

Seller represents and warrants to Buyer that as of the date hereof and as of the Closing:

Section 3.1. Organization and Qualification. Each of the Seller and the Company is a corporation duly organized, validly existing and in good standing under the laws of their state of formation indicated in this Agreement and each has the requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. The Company is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the properties owned, leased, or operated by it or the nature of the business conducted by it makes such qualification necessary, each of which jurisdiction is listed in Schedule 3.1. True, accurate and complete copies of the Charter Documents of the Company, as in effect on the date hereof, including all amendments thereto, have heretofore been delivered to Buyer.

Section 3.2. Capitalization. The Seller owns the Shares, free and clear of Liens. The Shares are duly and validly issued, fully paid, and nonassessable. The Shares are the only issued and outstanding equity stock of the Company. Neither the Company nor the Seller are a party to any option, warrant, purchase right, conversion right, commitment or other Contract that could require the Company or the Seller to issue, sell, transfer, or otherwise dispose of any shares of stock of the Company. There is no voting trust, proxy, or other agreement or understanding with respect to the voting of any stock of the Company. Notwithstanding any other provision of this Agreement to the contrary, Seller and the Company may enter into such re-capitalization transactions as are necessary to reorganize the Company and eliminate inter-company liabilities provided that the re-capitalization transactions shall not be detrimental to the financial position of the Company or otherwise to the Buyer.

Section 3.3. Subsidiaries. The Company does not own any stock or equity interests in any other entity.

Section 3.4. Authority; Non Contravention; Approvals.

(a) The Seller has full power and authority to execute and deliver this Agreement and to consummate the Transaction. This Agreement has been duly executed and delivered by the Seller, and, assuming the due authorization, execution and delivery hereof by Buyer, constitutes a valid and legally binding agreement of Seller, enforceable against him in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally and (ii) general equitable principles.

(b) The execution and delivery of this Agreement by Seller and the consummation by Seller of the Transaction does not and will not violate or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien, upon any of the properties or assets of Company under any of the terms, conditions or provisions of (i) the Charter Documents of the Company entity, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or Governmental Authority applicable to the Company or any of their respective properties or assets, or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, or any Operating Agreement.

Section 3.5. Limited Activity. The Company does not own any real estate. The only known Liabilities of the Company as at the date hereof are listed on Schedule 3.5. The only activity of the Company is to act as a bonded operator with the Bureau of Land Management, New Mexico State Land Office, or the New Mexico Oil Conservation Division of oil and gas properties whose record title interests are owned by the Seller.

Section 3.6. Personal Property.

(a) Schedule 3.6(a) lists each material item of equipment, machinery, furniture, trucks, trailers and other rolling stock and each other item of tangible personal property (the “Personal Property”).

(b) Except as set forth on Schedule 3.6(b), (i) the Company has good title to all Personal Property free and clear of all Liens, and (ii) the Personal Property is in good operating condition, free of any defects.

Section 3.7. Labor, Benefit and Employment Agreements. The Company does not have any employees.

Section 3.8. Litigation. Except as set forth on Schedule 3.8, there are no claims, suits, actions, investigations, or proceedings pending or, to the Knowledge of the Seller, threatened against or relating to the Company, before any court, Governmental Authority, or any arbitrator. Neither the Seller nor the Company are subject to any judgment, decree, injunction, rule or order of any court or Governmental Authority.

Section 3.9. No Violation of Law. Except as set forth on Schedule 3.9, the Company is not in violation, in any material respect, of or has not been given written notice or been charged with any violation of, any law, statute, order, rule, regulation, ordinance or judgment (including, without limitation, any applicable Environmental Law, as hereinafter defined) of any Governmental Authority. No investigation or review by any Governmental Authority with respect to either Company is pending or threatened, nor has any Governmental Authority indicated an intention to conduct the same. The Company have all permits (including without limitation environmental Permits, licenses, franchises, variances, exemptions, orders and other governmental authorizations, necessary to conduct its business as presently conducted (collectively, the “Company Permits”). Neither Company is in violation, in any material respect, of the terms of any Company Permits. The consummation of the Transaction will not cause the Company to lose for any period its right or ability to conduct its business pursuant to the Company Permits.

Section 3.10. Insurance Policies. Buyer shall obtain new insurance coverage effective upon Closing.

Section 3.11. Taxes. Except as disclosed on Schedule 3.11:

(a) all Tax Returns required to be filed by the Company have been duly and timely filed with the appropriate Governmental Authority and all such Tax Returns are correct and complete in all material respects;

(b) all Taxes for which the Company has liability have been timely paid in full and all Tax withholding and deposit requirements imposed on or with respect to the Company (including with respect to any payments to its employees) have been satisfied;

(c) no assessment, deficiency or adjustment has been asserted, proposed or threatened in writing with respect to any Taxes due from or Tax Returns required to be filed by the Company; the Company is not currently under audit or examination by any Governmental Authority with respect to any Taxes or Tax Returns; there are no Liens on any of the Company Assets that arose in connection with any failure (or alleged failure) to pay any Tax; and no claim has ever been made by a Governmental Authority in a jurisdiction in which the Company does not file Tax Returns that it is or may be required to file a Tax Return in that jurisdiction; and

(d) true, correct and complete copies of all Tax Returns filed by the Company during the past three years, and all correspondence to the Company from, or from the Company to, a Governmental Authority relating to such Tax Returns or Taxes due from the Company, have been made available to Buyer.

Section 3.12. Contracts. Schedule 3.12 lists the agreements pursuant to which the Company is operating the oil and gas assets of other parties (the “Operating Agreements”). There are no agreements to which the Company is a party with respect to which any party thereto (including the Company), is subject to any performance obligations subsequent to the Closing other than the Operating Agreements. True and complete copies (including all amendments) of each Operating Agreement have been provided to Buyer. Except as disclosed on Schedule 3.12: (i) each Operating Agreement is the legal, valid obligation of the Company and, to the Knowledge of the Seller, each other Person party thereto, binding and enforceable against the Company and, to the Knowledge of the Seller, each other Person party thereto except as limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and transfer, and similar laws affecting the rights and remedies of creditors generally and general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity; (ii) no Operating Agreement has been terminated, and neither the Company nor, to the Knowledge of the Seller, any other Person is in material breach or default thereunder, and, to the Knowledge of the Seller, no event has occurred that with notice or lapse of time, or both, would constitute a material breach or default, or permit termination, modification in any manner adverse to the Company or acceleration thereunder; (iii) no party to any Operating Agreement has asserted or has any right to offset, discount or otherwise abate any amount owing under any Operating Agreement except as expressly set forth in such Operating Agreement; and (iv) there are no waivers regarding any Operating Agreement that have not been disclosed in writing to Buyer.

Section 3.13. Disclosure. No representation or warranty made by the Seller in this Article III contains any untrue statement of a material fact, or omits to state a material fact necessary to make such representation or warranty, in light of the circumstances in which it is made, not misleading.

ARTICLE IV

POST CLOSING ADJUSTMENT

Section 4.1. Amount of Adjustments. The purchase price payable pursuant to Section 2.1 of the PSA and the Stock Purchase Price (in the aggregate, the “Total Purchase Price”) shall be subject to adjustment as follows:

(a) The Total Purchase Price shall be adjusted upward by the following:

(i) The amount of expenditures made by the Company and Seller (the “Seller Parties”) that are attributable to the Assets after the Effective Time including royalties, rentals and similar charges and expenses billed under applicable operating agreements and all prepaid expenses related to the Wells (as defined in the PSA);

(ii) The receivables of the Company as of the Effective Time with respect to products produced from the Assets sold before the Effective Time.

(b) The Total Purchase Price shall be adjusted downward by the following:

(i) The amount of the proceeds received by Seller Parties, if any, that are attributable to the Assets after the Effective Time (net of any royalties and any production, severance, sales or other similar taxes not reimbursed to Seller by the purchaser of production);

(ii) The accounts payable and other liabilities of the Seller Parties attributable to periods prior to the Effective Time; and

(iii) Seller’s estimated share of ad valorem taxes for 2023 through the Effective Time if and as calculated under the PSA.

(c) At Closing, Seller shall pay to Buyer the amount of $20,000.00 cash as an advance on the final adjustment to the Total Purchase Price as estimated by the Parties as of the Closing. Such advance amount shall be deducted from, or added to, any final amount calculated by the Parties as due and owing between the Parties pursuant to Section 4.2 below, if and as applicable.

Section 4.2. Post-Closing Settlement Statement. Within sixty (60) days following Closing, Seller shall prepare and deliver to Buyer a final, post-closing settlement statement consistent with the provisions of Section 4.1. Buyer and Seller will in good faith negotiate to resolve all disputes associated with the post-closing settlement statement within ninety (90) days following Closing, and any adjustments from the Purchase Price paid at Closing shall be paid to the appropriate party by the obligated party. Notwithstanding the foregoing, however, amounts owed to the Seller Parties (i) pursuant to Section 4.1(a)(ii) of this Agreement shall be paid within three business days of Closing and (ii) amounts owed to the Seller Parties pursuant to Section 4.1(a) (iv) of this Agreement shall be paid within three business days of the receipt by the Company of the payment for the purchase of October 2023 production, based on the actual product prices applicable thereto at the time of sale in October 2023 as posted and set forth in the Phillips 66 Sales Statements for October 2023.

ARTICLE V

SURVIVAL; INDEMNIFICATION

Section 5.1. Indemnification by Buyer. Buyer will indemnify, protect and defend Seller against, and hold the Seller harmless from and against, any and all Damages suffered, paid, or incurred by such Seller as a result of (a) any inaccuracy or breach of the representations and warranties made by or on behalf of Buyer in Article II of this Agreement (in each case without regard to any qualification as to materiality), (b) any violation or breach by Buyer of or default by Buyer under the terms of this Agreement, and (c) Liabilities arising from the operations of the Company after the Effective Time.

Section 5.2. Assumption of Liability. From and after the Effective Time, Buyer agrees to and will assume all surface, plugging and abandonment, and other Environmental Liabilities of whatsoever kind and nature as to the Shares and the Assets whether from ownership, operation, use or contract. Buyer acknowledges that there may exist obligations to surface owners or tenants of the surface, such as grazing lessees, of the subject lands to negotiate and execute a surface use and compensation agreement in compliance with the New Mexico Surface Owner’s Protection Act, which obligation may include providing notice of Buyer’s oil and gas operations and non-oil and gas operations. After the Effective Time, SELLER GIVES NO WARRANTY AS TO ITS COMPLIANCE WITH STATE OR FEDERAL GOVERNMENTAL ENTITIES OR REGULATIONS PERTAINING TO ENVIRONMENTAL COMPLIANCE OR PLUGGING LIABILITY AND ADDITIONALLY GIVES NO WARRANTY AS TO THE CONDITION OF THE SURFACE OR OTHER ENVIRONMENTAL LIABILITIES AND BUYER ACKNOWLEDGES IT IS ACQUIRING THE ASSETS IN AN EXISTING “AS IS” AND “WHERE IS” CONDITION.

Section 5.3 Indemnification. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO THE CONTRARY, FROM AND AFTER THE EFFECTIVE TIME BUYER AGREES TO AND WILL INDEMNIFY, DEFEND AND HOLD HARMLESS SELLER FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, LOSSES, COSTS AND EXPENSES (INCLUDING COURT COSTS AND REASONABLE ATTORNEYS’ FEES) THAT ARE ATTRIBUTABLE TO (I) ENVIRONMENTAL LIABILITIES ARISING FROM SELLER’S OWNERSHIP, OPERATION, OR USE OF THE ASSETS COVERED BY THE PSA, (II) PLUGGING AND ABANDONING ALL WELLS NOW OR HEREAFTER LOCATED ON THE LANDS INCLUDED IN THE ASSETS, (III) ANY AND ALL COSTS INCIDENT TO SUCH PLUGGING AND ABANDONMENT, (IV) ANY ASSET RETIREMENT OBLIGATIONS ASSOCIATED WITH THE ASSETS, (V) ALL CLAIMS PERTAINING TO RESTORATION OF THE SURFACE OR ENVIRONMENTAL CLAIMS, AND (VI) ALL LITIGATION MATTERS. THIS SECTION 5.3 SHALL SURVIVE THE EFFECTIVE TIME. THE DEFENSE, INDEMNIFICATION, HOLD HARMLESS AND RELEASE PROVISIONS PROVIDED FOR IN THIS AGREEMENT SHALL BE APPLICABLE WHETHER OR NOT THE LIABILITIES, COSTS, EXPENSES AND DAMAGES IN QUESTION AROSE OR RESULTED SOLELY OR IN PART FROM THE GROSS, SOLE, ACTIVE, PASSIVE, CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY INDEMNIFIED PARTY. SELLER AND BUYER ACKNOWLEDGE THAT THIS STATEMENT COMPLIES WITH THE EXPRESS NEGLIGENCE RULE AND IS CONSPICUOUS.

ARTICLE VI

DEFINITIONS AND RULES OF CONSTRUCTION

Section 6.1. Definitions; Rules of Construction.

(a) All article, section, schedule and exhibit references used in this Agreement are to articles, sections, schedules and exhibits to this Agreement unless otherwise specified. The schedules and exhibits attached to this Agreement constitute a part of this Agreement and are incorporated herein for all purposes.

(b) If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). Terms defined in the singular have the corresponding meanings in the plural, and vice versa. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa. The term “includes” or “including” shall mean “including without limitation.” The words “hereof,” “hereto,” “hereby,” “herein,” “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular section or article in which such words appear.

(c) The Parties acknowledge that each Party and its attorney has reviewed this Agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting Party, or any similar rule operating against the drafter of an agreement, shall not be applicable to the construction or interpretation of this Agreement.

(d) The captions in this Agreement are for convenience only and shall not be considered a part of or affect the construction or interpretation of any provision of this Agreement.

(e) Except as specifically provided otherwise in this Agreement, all accounting terms used herein that are not specifically defined shall have the meanings customarily given them pursuant to GAAP.

Section 6.2. Definitions. For purposes of this Agreement:

“Affiliates” means a Person controlling, controlled by, or under common control with, the Person to whom the reference is made.

“Business Days” means any day other than a Saturday, Sunday or legal holiday under the laws of the United States or the State of Texas.

“Charter Documents” means, with respect to a Person, the organizational documents that govern such Person pursuant to its jurisdiction of formation or organization, including as applicable, certificates or articles of incorporation, certificates or articles of formation, bylaws, limited liability company operating agreements, regulations, partnership or limited partnership agreements, and similar instruments.

“Claim” means any and all claims, causes of action, demands, lawsuits, suits, proceedings, governmental investigations or audits and administrative orders.

“Company Assets” means all of the assets, whether real, personal (tangible or intangible) or mixed, owned or leased by the Company.

“Contract” means any legally binding obligation or agreement, whether or not reduced to writing, and specifically including, without limitation, any client or customer agreement, note, bond, mortgage, lease of real or personal property (including, without limitation, automobile, vehicle and other equipment leases), license and other instrument.

“Damages” means any loss, damage, injury, Liability, claim, demand, settlement, judgment, award, fine, penalty, Tax, fee (including any reasonable legal fee, expert fee, accounting fee or advisory fee), charge, cost (including any cost of investigation) or expense of any nature, but will not include (i) any consequential damages, (ii) any exemplary or speculative damages, or (iii) any punitive damages except, in the case of clauses “(i)” through “(iii)” of this definition, such damages relate to or arise out of a Third-Party Claim in which case, such damages shall constitute “Damages.”

“Environmental Laws” shall mean any and all applicable laws, rules and regulations pertaining to the safety, health or conservation or protection of the Assets, the environment, wildlife, or natural resources in effect in any and all jurisdictions in which the Assets are located, including, without limitation, the Clean Air Act, as amended, the Federal Water Pollution Control Act, as amended, the Safe Drinking Water Act, as amended, the Comprehensive Environmental Response, Compensation and Liability Act, as amended (“CERCLA”), the Superfund Amendments and Reauthorization Act of 1986, as amended (“SARA”), the Resource Conservation and Recovery Act, as amended (“RCRA”), the Hazardous and Solid Waste Amendments Act of 1984, as amended, the Toxic Substances Control Act, as amended, the Occupational Safety and Health Act, as amended (“OSHA”), and any applicable state, tribal, or local counterparts.

“Environmental Liabilities” means any condition that exists with respect to the air, land, soil, surface, subsurface strata, surface water, ground water or sediments which causes an Asset to be subject to fine, liability, clean-up or remediation under any of the Environmental Laws.

“GAAP” means generally accepted accounting principles, consistently applied, of the United States of America, as applicable.

“Governmental Authority” means any nation, province, state or political subdivision thereof, and any agency, natural Person or other entity exercising executive, legislative, regulatory or administrative functions of or pertaining to government.

“Knowledge of the Seller” means (i) the actual knowledge of the Seller, and/or (ii), the knowledge that the Seller would be expected to have if he had conducted a reasonable inquiry of those individuals within the Company who had responsibility over the subject matter at issue.

“Liabilities” means all damages, liabilities or obligations of any nature whatsoever, whether absolute or contingent, due or to become due, accrued or unaccrued, known or unknown, or otherwise, including indebtedness for money borrowed, accounts payable, liabilities imposed by law and/or Governmental Authorities BUT SPECIFICALLY EXCLUDES all Environmental Liabilities and Litigation Matters.

“Liens” means all mortgages, restrictions, liens, pledges, charges, claims, options, calls, or encumbrance of any nature whatsoever.

“Litigation Matters” means litigation matters disclosed on Schedule 3.8.

“Party” means any one of the Parties.

“Parties” means Buyer and the Seller.

“Person” means any natural person, firm, general or limited partnership, association, corporation, limited liability company, company, trust, other organization (whether or not a legal entity), public body or government, including any Governmental Authority.

“Pre-Closing Taxes” means any Taxes of the Company attributable to any Pre-Closing Taxable Period. In the case of any Taxes that are payable with respect to any Straddle Period, the portion of any such Taxes that are attributable to the Pre-Closing Taxable Period is (i) in the case of any property or ad valorem Taxes or other Taxes determined without regard to income, receipts or transactions occurring on a specific date, deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the portion of the Straddle Period up to and including the Closing Date and the denominator of which is the number of days in the entire Straddle Period, and (ii) in the case of all other Taxes, deemed equal to the amount which would be payable as computed on a “closing-of-the-books” basis if the relevant Straddle Period ended on and included the Closing Date; provided, however, that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the portion of the Straddle Period up to and including the Closing Date and the remainder of such Straddle Period in proportion to the number of days in each period. Any franchise Tax or other Tax providing the right to do business for a specified period shall be allocated to the taxable period during which the income, operations, assets or capital comprising the base of such Tax is measured, regardless of whether the right to do business for another period is obtained by the payment of such Tax.

“Pre-Closing Taxable Period” means any taxable period ending on or before the Closing Date and that portion of any Straddle Period up to and including the Closing Date.

“Straddle Period” means any Tax period beginning on or before and ending after the Closing Date.

“Tax” or “Taxes” means any federal, state, local, or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental (including taxes under Code Section 59A), customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or other tax of any kind whatsoever, whether computed on a separate or consolidated, unitary or combined basis or in any other manner, including any interest, penalty, or addition thereto, whether disputed or not.

“Tax Return” means a return, declaration of estimated Tax, Tax report or information return relating to any Taxes with respect to the applicable Person or their income, assets or operations.

ARTICLE VII

MISCELLANEOUS

Section 7.1. Remedies. If any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing Party or Parties shall be entitled to recover reasonable attorneys’ fees and other costs incurred in that action or proceeding in addition to any other relief to which it or he may be entitled at law or equity.

Section 7.2. Notices. All notices, consents, demands or other communications required or permitted to be given pursuant to this Agreement shall be deemed sufficiently given: (i) when delivered personally during a business day to the appropriate location described below or telefaxed to the telefax number indicated below (with confirmation of transmission), or (ii) five (5) Business Days after the posting thereof by United States first class, registered or certified mail, return receipt requested, with postage fee prepaid and addressed:

Section 7.3. Successors. This Agreement shall be binding upon each of the Parties upon their execution, and inure to the benefit of the Parties and their respective successors and assigns. Specifically, but not by way of limitation, Buyer shall be permitted to assign and transfer all or any portion of its rights hereunder to any Affiliate of Buyer provided that Buyer continues to be an obligor with respect to such assigned obligations following such assignments.

Section 7.4. Severability. In the event that any one or more of the provisions contained in this Agreement or in any other instrument referred to herein, shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement or any such other instrument.

Section 7.5. Section Headings. The section headings used herein are descriptive only and shall have no legal force or effect whatsoever. Except to the extent the context specifically indicates otherwise, all references to articles and sections refer to articles and sections of this Agreement, and all references to the exhibits and schedules refer to exhibits and schedules attached hereto, each of which is made a part hereof for all purposes.

Section 7.6. Gender. Whenever the context so requires, the masculine shall include the feminine and neuter, and the singular shall include the plural and conversely.

Section 7.7. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, U.S.A., applicable to agreements and contracts executed and to be wholly performed there, without giving effect to the conflicts of laws principles thereof. Exclusive venue for any legal or equitable action relating to this Agreement or the Transaction shall lie in Harris County, Texas.

Section 7.8. Multiple Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original.

Section 7.9 Waiver. Any waiver by any Party to be enforceable must be in writing and no waiver by any Party shall constitute a continuing waiver.

Section 7.10. Entire Agreement. This Agreement and the other agreements referred to herein set forth the entire understanding of the Parties relating to the subject matter hereof and thereof and supersede all prior agreements and understandings among or between any of the Parties relating to the subject matter hereof and thereof..

Section 7.11. Termination. The obligations of the Parties to close the Transaction shall terminate upon the termination of the obligations of the parties to the PSA to close the transactions contemplated thereunder.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date and year first set forth above.

SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT

EXHIBIT A

Note

EXHIBIT B

Security Agreement

EXHIBIT C

Pledge Agreement

EXHIBIT D

Mortgage

Schedule 1.9

BONDS

Schedule 3.1

JURISDICTIONS

Schedule 3.5

LIABILITIES

Schedule 3.6(a)

TANGIBLE PERSONAL PROPERTY

Field office comprised of trailer and furnishings located at latitude 33.621 and longitude -103.407, Roosevelt County, NM.

Schedule 3.6(b)

ENCUMBRANCES

Schedule 3.6(b)

LITIGATION MATTERS

1. Zia Land and Water Conservation, LLC v. EOR Operating Company, PT Oil & Gas, LLC, and Thomas and Ruby Parkinson Trust, Case No. D-101-CV-2022-00973, in the First Judicial District Court of the State of New Mexico in Santa Fe County (the "Zia Litigation").

The Zia Litigation was filed on June 1, 2022. Zia Land and Water Conservation, LLC ("Zia") is an assignee of claims from the surface owners, Bryce and Jaimi Peterson. Zia has brought claims of trespass, unjust enrichment, negligence, compensation for surface damages caused under the Surface Owner Protection Act, and specific performance under the Surface Owner Protection Act.

2. EOR Operating Company v. Bryce Peterson and Jaimi Peterson, Case No. D-911-CV-2023-00166, Case No. D-911-CV-2023-00166, in the Ninth Judicial District Court of the State of New Mexico in Roosevelt County (the "Peterson Litigation").

The Peterson Litigation was filed on September 27, 2023, against Bryce and Jaimi Peterson for malicious abuse of process related to governmental reporting of and interference with addressing alleged historic, putative, and actual spills, releases, and other environmental issues. The defendants have not yet answered the complaint or asserted counterclaims. Based upon this conduct, it is possible that state and/or federal regulators may take action based upon the Petersons' reporting.

3. Regulatory Actions. Although there are no known pending regulatory or administrative actions pending, the conduct that is the subject of the Zia Litigation and the Peterson Litigation may give rise to such action.

Schedule 3.9

VIOLATIONS

The Company believes it is currently in material compliance with all the material terms and conditions of its Agreed Compliance Order (Number 201880).  The Company receives compliance notices from NMOCD from time to time regarding minor remediation matters which the Company addresses in due course.

Schedule 3.11

TAXES

EOR does not file tax returns independently, as it has historically been consolidated with its parent company, which files taxes on a consolidated basis with all of its subsidiaries.

Schedule 3.12

.

OPERATING AGREEMENTS

None.

OTHER AGREEMENTS

EXHBIIT 10.2

PROMISSORY NOTE

            FOR VALUE RECEIVED, the undersigned, TILLOO EXPLORATION AND PRODUCTION, LLC, a Texas limited liability company (“Obligor”), whose address is 4622 Maple Avenue, Suite 200, Dallas Texas 75219, promises to pay to PACIFIC ENERGY DEVELOPMENT CORP., a Nevada corporation (“PEDCO”), or order, One Million One Hundred and Twenty Two Thousand Four Hundred Thirty-Six Dollars and 00/100 ($1,122,436.00), at PEDCO’S address, 575 N. Dairy  Ashford, Energy Center II, Suite 210, Houston , Texas 77079,  or at such other address provided by PEDCO to Obligor in writing.

            This Note shall bear interest at the rate of ten percent (10.0%) per annum for a term of five (5) years (60 months), commencing on November 9, 2023 (the “Effective Date”), and shall be payable as follows:  (i) during the first twelve (12) months from the Effective Date (the “PIK Period”), no principal or interest payments shall be due or owning, but interest shall accrue and increase the principal amount of this Note (with such increased principal amount accruing interest as well); and (ii) following the PIK Period, fully-amortized payments consisting of principal plus accrued interest shall be due and payable monthly in arrears, which monthly payments shall be due and payable within five (5) business days following the end of each full calendar month thereafter, until paid in full.  The payment schedule is attached hereto as Schedule A.

            The Obligor may prepay all or any portion of the indebtedness that is evidenced by this Note at any time without penalty.

            If default be made in payment under the terms of this Note, the holder shall give notice in writing (electronic mail acceptable) of such fact to the Obligor, and Obligor shall then have thirty (30) days from the date of such notice in which to cure such default.  In the event Obligor fails to timely cure, then the holder may, at its election and without further notice thereof, declare the entire principal sum, together with accrued interest, immediately due and payable.

            Waiver of default, or the remedy of any default in a reasonable manner, shall not operate as a waiver of the default remedied or any prior or subsequent default.

            In the event of a default hereunder, the undersigned agrees to pay all reasonable attorneys’ fees and costs incurred in enforcing this Note.

            For value received, each party to this Note hereby waives demand, presentment, notice of dishonor, default or protest and consents that the holder may, without notice and without releasing the liability of any party hereto, grant extensions or postponements of the time for payment or other indulgences, including any substitution, exchange or release of collateral.

          This Note is secured by a Mortgage and separate Security Agreement and Security Agreement (Pledge of Corporate Securities), each dated of even date herewith (the “Security Documents” and each a “Security Document”), each Security Document creating a lien on certain property specifically described in said Security Document. 

EXECUTED AS OF THE DAY AND YEAR WRITTEN ABOVE.

TILLOO EXPLORATION AND PRODUCTION, LLC

Schedule A

Amortization Schedule

EXHIBIT 10.3

SECURITY AGREEMENT

This SECURITY AGREEMENT (this "Agreement") is made and entered into effective November 9, 2023, by and between Pacific Energy Development Corp., a Nevado corporation (the "Secured Party''), and Tilloo Exploration and Production, LLC, a Texas limited liability company ("Debtor"), and is made with reference to the following facts:

A. Secured Party and Debtor have heretofore entered into that certain Promissory Note of even date (the “Note”), pursuant to which Debtor has become indebted to Secured Party, for the principal sum of One Million One Hundred and Twenty Two Thousand Four Hundred Thirty-Six Dollars and 00/100 ($1,122,436.00), with interest as set out therein pursuant to the Note to Secured Party of even date.

B. As security for the prompt and complete payment of all indebtedness evidenced by the Note, Debtor has agreed to grant Secured Party a security interest in the property hereinafter described.

NOW, THEREFORE, in consideration of the foregoing and the mutual promises and agreements hereinafter contained, the parties hereto hereby agree as follows:

1. Grant of security interest. As security for the obligations specified in Section 2 hereof, Debtor hereby grants to Secured Party and each of Secured Party's heirs, successors, endorsees and assignees, a continuing security interest in all of its right, title and interest in and to Debtor’s personal property and assets listed on Exhibit “A” hereto, and including but not limited to the following: (1) that personal property and assets identified in that certain Purchase and Sale Agreement executed by Debtor and Secured Party of even date herewith, (2) the Shares identified in that certain Stock Purchase Agreement executed by Debtor and Secured Party of even date herewith, and (3) the $1,122,436.00 cash that will be held in restricted accounts underlying certain bonds set forth on Schedule A attached hereto (“Bonds”) (all of the foregoing hereinafter referred to as the “Collateral”). With respect to the Collateral, the security interest herein granted shall attach immediately upon Debtor's execution hereof or as soon as Debtor acquires rights in and to such item of Collateral, whichever is later. Secured Party shall have the right to file any and all Financing Statements covering the Collateral, as allowed under the New Mexico Uniform Commercial Code (the “UCC”) and shall have all of the rights and remedies allowed under the UCC.

Nothing in this Agreement shall be deemed to constitute an assumption by Secured Party of any liability or obligation of Debtor with respect to any of the Collateral.

2. Security for obligations. This Agreement secures, and the Collateral is security for, the prompt payment or performance in full and when due, whether at stated maturity, by acceleration or otherwise, of all obligations now or hereafter arising under the Note, whether for principal or interest (including, without limitation, interest which, but for the filing of a petition in bankruptcy with respect to a Debtor would accrue on such obligations) or payment of fees, expenses or otherwise, and all obligations of Debtor now or hereafter arising under this Agreement (all such obligations being the "Secured Obligations").

3. Representations and warranties of Debtor. Debtor hereby represents and warrants to Secured Party that:

4. Obligation remains outstanding, without the prior written consent of Secured Party:

5. Events of default. The occurrence of any of the following shall constitute an event of default (“Event of Default”) hereunder:

6. Remedies upon Default. If any Event of Default shall occur and be continuing:

7. Secured party may perform. If Debtor fails to perform any agreement contained herein, Secured Party may itself perform or cause the performance of such agreement, and the expenses of Secured Party incurred in connection therewith, plus interest at the maximum rate permitted by law from the date of such advance to the date of reimbursement, shall be payable by Debtor. However, nothing in this Agreement shall obligate Secured Party to act.

8. Secured party appointed attorney-in-fact. Debtor hereby appoint Secured Party as Debtor’s attorney-in-fact with full authority in the place and stead of Debtor and in the name of Debtor or otherwise, from time to time, whether before or after an Event of Default, in Secured Party's sole and absolute discretion to take any action and to execute any instrument which Secured Party may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, to receive, indorse and collect all instruments made payable to the Debtor representing any dividend or other distribution in respect of the Collateral or any part thereof, including receipt of Collateral underlying any Bonds, and to give full discharge for the same.

9. Continuing security interest; assignment of obligations. This Agreement shall create a continuing security interest in the Collateral and shall: (a) remain in full force and effect until payment in full of the Secured Obligations; (b) be binding upon Debtor, each of its heirs, successors and assigns; (c) inure, together with the rights and remedies of Secured Party hereunder, to the benefit of Secured Party and each of its heirs, successors, transferees and assigns; (d) constitute, along with the Note, and the other documents executed pursuant to the Purchase and Sale Agreement on even date, the entire agreement between Debtor and Secured Party; and (e) be severable in the event that one or more of the provisions herein is determined to be illegal or unenforceable. Without limiting the generality of the foregoing clause (c), Secured Party may assign or otherwise transfer any Secured Obligations to any other person or entity, and such other person or entity shall thereupon become vested with all the benefits in respect thereof granted to Secured Party herein or otherwise.

10. Expenses. Debtor shall, upon demand, pay to Secured Party the amount of any and all expenses, including the fees and expenses of its counsel and of any experts and agents, which Secured Party may incur in connection with: (a) the custody or preservation of, or the sale of, collection from, or other realization upon, any of the Collateral; (b) the exercise or enforcement of any of the rights of Secured Party hereunder; and (c) the failure by any of the Debtor to perform or observe any of the provisions hereof.

11. Amendments; waiver. No amendment or waiver of any provision of this Agreement nor consent to any departure by Debtor from the provision herein shall in any event be effective unless the same shall be in writing and signed by Secured Party, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

12. Notices. All notices, demands and requests of any kind which either party may be required or desire to serve upon the other hereunder shall be in writing and shall be delivered and be effective in accordance with the notice provision contained in the Purchase and Sale Agreement of even date herewith.

13. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

14. Governing law; terms. This Agreement is to be governed by and construed in accordance with the laws of the State of New Mexico. Unless otherwise defined herein or in the Note, terms defined in the Code are used herein as therein defined.

IN WITNESS WHEREOF, Debtor have caused this Agreement to be duly executed and delivered as of the date first above written.

EXHIBIT A

BONDS

EXHIBIT 10.4

SECURITY AGREEMENT (Pledge of Corporate Securities)

KNOW ALL ME BY THESE PRESENTS: That

WHEREAS, TILLOO EXPLORATION AND PRODUCTION, LLC, a Texas limited liability company (hereinafter referred to as “Assignor” or “Debtor”), hereby pledges and grants a security interest to PACIFIC ENERGY DEVELOPMENT CORP., a Nevada corporation, whose office is located at 575 North Dairy Ashford, Energy Center II, Suite 210, Houston, Texas 77079 (hereinafter called “Assignee” or “Secured Party”) in a security interest of first priority in all of the issued and outstanding common or preferred stock of Assignor in EOR OPERATING COMPANY;

WHEREAS, as a condition to granting the aforesaid security interest, Assignee has required additional collateral to secure the performance of Assignor under the Promissory Note and the other documents evidencing and securing same, all being executed on November 9, 2023 (collectively hereinafter referred to as the “Financing Documents”);

WHEREAS, Assignor is the owner and holder of certain shares in EOR OPERATING COMPANY, a Texas corporation (“EOR”), which are more particularly described hereinafter but which are collectively herein referred to as the “Subject Stock”; and

WHEREAS, Assignor as an inducement to Assignee to secure performance by Assignor of its obligations under the Financing Documents dated November 9, 2023, by and between Secured Party and Assignor, and the repayment of all sums due under the terms and provisions of that certain Promissory Note dated November 9, 2023, in favor of Secured Party, in the face amount of One Million One Hundred and Twenty Two Thousand Four Hundred Thirty-Six Dollars and 00/100 ($1,122,436.00), and bearing interest at the rate of 10.0% per annum, in favor of Secured Party, and Assignor has agreed to collaterally assign and pledge to Assignee the Subject Stock as additional security for the performance by Assignor of the obligations provided for in the aforesaid Financing Documents.

NOW, THEREFORE, for and in consideration of the premises, it is agreed as follows:

1. Assignor hereby grants to Assignee a security interest in instruments of the following description (being herein referred to as the “Subject Stock”): A security interest of first priority in all of the issued and outstanding common or preferred stock of Assignor in EOR.

2. The security interest herein created secures the following obligations:

(a) Payment and performance by Assignor of the terms, provisions and conditions of that certain Promissory Note executed by Assignor in favor of Assignee and dated November 9, 2023 in the face amount of $1,122,436.00, and bearing interest at the rate of 10.0% per annum; and

(b) Performance of all of the obligations by Assignor under the Financing Documents.

3. During the term of this Security Agreement and so long as Assignor is not in default hereunder, Assignor shall have the right to vote the Subject Stock on all corporate questions.

4. Assignor warrants and represents that there are no restrictions upon the transfer of any of the Subject Stock to Assignee and that Assignor has the full right and authority to pledge the Subject Stock as herein contemplated. Once the Subject Stock is pledged to Assignee as provided under this Security Agreement, none of the Subject Stock may be pledged, hypothecated, assigned, disposed of, sold, encumbered, or otherwise transferred by Assignor to any other party without Assignee’s express written approval, which Assignee may grant in its sole discretion.

5. In the event that during the term of this Security Agreement any reclassification, readjustment or other change is declared or made in the Subject Stock, all new, substituted and additional shares or other securities issued by reason of any such change shall be considered a part of the Subject Stock within the terms of this Security Agreement in the same manner as the shares originally pledged hereunder.

6. Upon the timely performance of all of the obligations secured hereby, Assignee shall execute and deliver any documents as may be required to evidence the termination of this Security Agreement.

7. In the event that Assignor defaults in the performance of any of the terms of this Agreement or in the payment or performance of any of the obligations secured hereby, Assignee shall have the rights and remedies provided in the Uniform Commercial Code of New Mexico, including causing the transfer of the Subject Stock into Secured Party’s name in satisfaction of the unpaid debt or selling the Subject Stock, upon five days’ notice to Debtor sent by certified mail, return receipt requested, and without liability for any diminution in value which may have occurred, in such manner and for such prices as Secured Party may consider reasonable, either at public or private sale. At any bona fide public sale, Secured Party shall be free to purchase all or any part of the Subject Stock. Out of the proceeds of any sale, Assignee may retain an amount equal to the principal and interest then due on the obligations secured hereby, plus an amount to cover the expenses of the sale and any other expenses incurred pursuant to this Agreement and shall pay any balance remaining to Debtor. In the event that the proceeds of any sale are insufficient to cover the principal and interest of all sums secured hereby, plus other expenses authorized by this Security Agreement, plus expenses of the sale, including attorneys’ fees and costs as set forth in Paragraph 9 below, the Debtor shall remain liable to Secured Party for any deficiency.

8. If Assignee elects to sell the Subject Stock after default an in its opinion there is any question whatsoever that a public or semi-public sale or distribution of the Subject Stock may create problems under any state or federal securities law, Assignee in its discretion, may:

(a) Offer and sell said Subject Stock privately to purchasers who will agree to take them for investment purposes, and not with a view to distribution, and who will agree to imposition of restrictive legends on the Subject Stock, or

(b) Arrange for a sale thereof, which would qualify as an intrastate offering of such Subject Stock.

Assignor agrees that the disposition of the Subject Stock in the manner hereinabove referred to shall be deemed commercially reasonable within the meaning of the New Mexico Uniform Commercial Code even though said sales must be made for a price less than that for which the shares could be sold interstate or in unrestricted form.

9. It is specifically understood and agreed that any default under any of the documents listed as obligations herein shall constitute a default hereunder and entitle Assignee to any and all remedies provided for herein.

10. Assignee may grant extensions of time, release portions of collateral and grant any other indulgences to Assignor with respect to one or more of the obligations secured hereby without thereby releasing Assignor or any of the Subject Stock hereunder.

EXECUTED this 9th day of November, 2023.

STATE OF_______________________)

                                                                         ) SS.

COUNTY OF_____________________)

The foregoing instrument was acknowledged before me this _____ day of_____, 2023, by William S. Montgomery Jr.as Managing Member of TILLOO EXPLORATION AND PRODUCTION, LLC, a Texas limited liability company.

My Commission Expires:

__________________________________

My Commission Number:

__________________________________

EXHIBIT 10.5

MORTGAGE

This MORTGAGE is entered into effective as of this 9th day of November 2023, by Tilloo Exploration and Production, LLC, a Texas limited liability company (“Mortgagor”), whose address is 4622 Maple Avenue, Suite 200, Dallas Texas 75219, in favor of Pacific Energy Development Corp., a Nevada corporation (“Mortgagee”), whose address is 575 Dairy Ashford Center II, Suite 210, Houston, Texas 77079.

WITNESSETH:

For and in consideration paid, the receipt and sufficiency of which is hereby acknowledged, Mortgagor has mortgaged, granted, bargained, sold, assigned and conveyed, and by these presents, does mortgage, grant, bargain, sell, assign and convey unto Mortgagee, with mortgage covenants, the following:

A. The oil and gas leases, subleases and other leaseholds, interests in fee, carried interests, reversionary interests, net profits interests, royalty interests, forced pooled interests, overriding royalty interests, mineral interests and other property and interests more fully described in Exhibit A, to the extent such interests cover the lands described in Exhibit A, and all rights incident thereto and derived therefrom, together with all rights, benefits and powers conferred upon the holder thereof with respect to the use and occupation of the lands covered thereby (the “Leases”).

B. The wells and units (including any drillable locations (PUDs)) more fully described on Exhibit B (the “Wells”) and all lease and surface equipment, flowlines, pipelines and appurtenant thereto used or held for use in connection with the operation or production of the Assets, and all personal property, fixtures, plants, improvements, joint accounts, easements, rights-of-way and appurtenances used or related to the Wells or the Leases.

C. Operating agreements, pooling and unitization agreements, declarations of pooling or unitization, communitization agreements, pooling orders, farmout and farmin agreements, exploration agreements, area of mutual interest agreements, participation agreements, assignments, oil sales contracts, gas sales, gas processing, gas gathering, and transportation agreements, surface leases, rights-of-way, easements, servitudes, permits, licenses, and other instruments and agreements pertaining to the Leases or the Wells (the “Existing Contracts”).

D. Without limiting the foregoing, all other right, title and interest of Seller of whatever kind or character, whether legal or equitable, vested or contingent, in and to the oil, gas and other minerals in and under or that may be produced from or attributable to the lands described in Exhibit A, including but not limited to all Seller’s oil and gas interests located in Lea County, New Mexico and in Township 8 South, Range 34 East and Range 35 East, 6th NMPM, situated in Roosevelt County, New Mexico, whether such interests are specifically described in Exhibit A, and even though such interest of Seller may be incorrectly described in or omitted from Exhibit A.

E. All files, records and data relating to the items described in subsections A through D above including well data, logs, geophysical data, engineering records, title records (including abstracts of title, title opinions, title reports and title curative documents), contracts, correspondence, and all related matters in the possession of Seller (the “Records”).

F. All proceeds of, additions and accretions to, substitutions and replacements for, and changes in any of the property described above.

(all of the property described hereinabove is sometimes hereinafter referred to as the “Mortgaged Property”).

Mortgagor does hereby covenant that it is lawfully seized of the Mortgaged Property; that the Mortgaged Property is free from encumbrances other than those held by Mortgagee, and that Mortgagor will warrant and defend title to the Mortgaged Property against the lawful claims and demands of all persons whomsoever. This Mortgage secures the performance of the following obligations:

The indebtedness referred to hereinabove, and all renewals, extensions and modifications thereof, and all substitutions therefor, in whole or in part, are hereinafter referred to as the “secured indebtedness” or the “indebtedness secured hereby.”

THE ORIGINAL PRINCIPAL INDEBTEDNESS UNDER THE PROMISSORY NOTE, TOGETHER WITH ALL FUTURE OR ADDITIONAL ADVANCES OR ANY AND ALL ADDITIONAL LOANS WHICH MORTGAGEE MAY ELECT TO MAKE TO MORTGAGOR SHALL NOT EXCEED AT ANY ONE TIME THE SUM OF TWO MILLION FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($2,500,000.00), WHICH SHALL CONSTITUTE THE MAXIMUM AMOUNT AT ANY TIME SECURED HEREBY.

Mortgagor further covenants and agrees for Mortgagor and Mortgagor’s heirs, successors and assigns as follows:

1. Mortgagor shall keep the Mortgaged Property in good condition and repair and shall not commit or allow waste of the Mortgaged Property. Mortgagor shall not remove or demolish the Mortgaged Property or any part of it, or alter, restore or add to the Mortgaged Property, or initiate or allow any change in any zoning or other land use classification which affects the Mortgaged Property or any part of it, except with Mortgagee’s express prior written consent in each instance.

2. If all or part of the Mortgaged Property becomes damaged or destroyed, Mortgagor shall promptly and completely repair and/or restore the Mortgaged Property in a good and workmanlike manner in accordance with sound building practices, regardless of whether or not Mortgagee agrees to disburse insurance proceeds or other sums to pay costs of the work of repair or reconstruction.

3. Mortgagor shall not commit or allow any act upon or use of the Mortgaged Property which would violate any applicable law or order of any governmental authority, whether now existing or later to be enacted and whether foreseen or unforeseen, or any public or private covenant, condition, restriction or equitable servitude affecting the Property. Mortgagor shall not bring or keep any article on the Mortgaged Property or cause or allow any condition to exist on it, if that could invalidate or would be prohibited by any insurance coverage required to be maintained by Mortgagor on the Mortgaged Property or any part of it under this Mortgage.

4. Mortgagor shall perform all other acts which from the character or use of the Mortgaged Property may be reasonably necessary to maintain and preserve its value.

5. To pay or cause to be paid, before the same become delinquent, all lawful taxes and assessments of every kind levied and assessed against the Mortgaged Property; and to promptly pay or cause to be paid all laborers and materialmen for labor and material furnished in connection with the development, operation and equipping of said property, and to permit no such obligations to become liens against the Mortgaged Property; and herein shall be deemed a waiver of the priority of the lien hereof as against the claims of any such laborer or materialmen, or to give to any such laborer or materialmen any rights hereunder, or the right of action against this covenant against the Mortgagor or Mortgagee.

6. If the Mortgagor shall fail to pay any claims for labor or material furnished for the use upon the Mortgaged Property which might become liens thereon or to pay any taxes, all as above provided, before the same become delinquent, or to pay any other sums reasonably necessary for the performance of the covenants and agreements herein contained, then the same may be paid by the Mortgagee, but there shall be no duty to do so. Upon such payment the same shall become a part of the debt hereby secured payable on demand and shall bear interest from the date of such payment by the Mortgagee at the rate of interest until paid as provided in the Promissory Note; or, at the option of the Mortgagee, if Mortgagor fails to pay the same within 30 days after written demand therefor, the entire principal indebtedness under the Promissory Note may be declared immediately due and payable and may be collected in any manner provided herein or by law.

7. Mortgagor shall provide and maintain in force at all times all risk property damage insurance on the Mortgaged Property and such other type of insurance on the Mortgaged Property as may be required by Mortgagee in its reasonable judgment. At Mortgagee’s request, Mortgagor shall provide Mortgagee with a counterpart original of any policy, together with a certificate of insurance setting forth the coverage, the limits of liability, the carrier, the policy number and the expiration date. Each such policy of insurance shall be in an amount, for a term, and in form and content satisfactory to Mortgagee. In addition, each policy of hazard insurance shall include a loss payable endorsement in favor of Mortgagee, in a form acceptable to Mortgagee.

8. This Mortgage is upon the statutory mortgage condition for the breach of which it is subject to foreclosure as provided by law. In addition:

then in any event, at the option of the Mortgagee, the principal sum due under the Promissory Note evidencing the indebtedness hereby secured, together with accrued interest thereon, and all other sums secured by this Mortgage, shall immediately become due and payable, and the Mortgagee may have any and all of the following remedies, to-wit:

9. To the extent allowable under the laws of the state in which the Mortgaged Property is located, the redemption period is specifically waived or if the laws in the state do not permit such rights to be waived, the redemption period is specifically reduced to the minimum period of time allowable by statute, and specifically for any Mortgaged Property located in the State of New Mexico, the redemption period hereunder shall be reduced to one month.

10. All of the terms, covenants and agreements contained in this Mortgage shall be binding upon Mortgagor, its successors and assigns, and shall be deemed to be covenants running with the land, estate or interest in the land, and all such terms, conditions, covenants and agreements shall inure to the benefit of Mortgagee, its successors or assigns. Pronouns in number and gender, and verbs in their number shall be construed to conform to the number and sex of the parties hereto wherever necessary in a particular clause or phrase hereof. Any notices provided for herein shall be given by regular mail, unless certified mail is specified herein, and all such notices shall be given to the parties at the addresses stated hereinabove or at such other addresses as the parties may designate in writing by certified mail from time to time in the future. Time shall be of the essence in the performance by Mortgagor of the obligations hereunder.

11. Mortgagor agrees to pay all costs in the preparation, filing and recording of this Mortgage in connection herewith, and Mortgagor agrees to pay all attorneys’ fees and costs incurred if Mortgagee is brought into litigation concerning the title to the Mortgaged Property or if the Promissory Note or other secured indebtedness is placed in the hands of an attorney for collection. Such costs and expenses shall become part of the indebtedness secured hereby if Mortgagor fails to properly pay the same.

12. This Mortgage shall be governed and construed in accordance with the laws of the State of New Mexico.

IN WITNESS WHEREOF, this Mortgage is executed by Mortgagor as set forth below.

STATE OF ____________________ )

    ) SS.

COUNTY OF __________________ )

The foregoing instrument was acknowledged before me this ___ day of ____________, 2023, by Monty Montgomery, as the Managing Member of TILLO EXPLORATION AND PRODUCTION, LLC, a Texas limited liability company.

My Commission Expires:

____________________________________________

My Commission Number:

___________________

EXHIBIT A

TO

MORTGAGE

EXHIBIT B

TO

MORTGAGE

EXHIBIT 99.1

PEDEVCO Announces Q3 2023 Financial Results and Operations Update

HOUSTON, TX / ACCESSWIRE / November 9, 2023 / PEDEVCO Corp. (NYSE American: PED) ("PEDEVCO" or the "Company"), an energy company engaged in the acquisition and development of strategic, high growth energy projects in the U.S., today announced its financial results for the three and nine months ended September 30, 2023 and provided an operations update.

Key Financial and Operational Highlights Include:

J. Douglas Schick, President of the Company, stated, "We are pleased with our results for Q3 2023, which saw increased production and stronger adjusted EBITDA, even as oil prices were significantly lower this quarter as compared to Q3 2022, all while maintaining zero debt and controlling G&A expenses.  We look forward to the completion of the three horizontal San Andres wells we are currently drilling in our Chaveroo oilfield in our Permian Basin Asset in partnership with our development partner Evolution Petroleum Corporation, which wells we currently estimate will be online early Q1 2024.  We await these results and the results of our non-operated D-J Basin projects currently in process, from which we also expect to realize results in Q1 2024.  We also significantly reduced our future expenses and liabilities through the divestiture of our non-core legacy Milnesand and Sawyer Fields announced today.  These two fields are non-core vertical fields that were not included in our 5-year development plan.  Additionally, we anticipate that this sale will reduce our P&A liability by over $3.2 million along with lowering LOE per barrel due to the higher margins on our horizontal assets, in exchange for approximately $1.12 million in consideration, while only losing approximately 32 BOEPD in net production from these disproportionately high LOE legacy vertical well assets.”

Financial Summary:

We reported net income for the three-month period ended September 30, 2023 of $0.95 million, or $0.01 per share, compared to net income for the three-month period ended September 30, 2022 of $1.1 million, or $0.01 per share.  The decrease in net income of $0.13 million, when comparing the current period to the prior year’s period, was primarily due to a $0.1 million decrease in net revenues coupled with minimal changes to total operating expenses and other income (all of which are discussed in more detail below). 

We reported operating expenses in Q3 2023 of $6.5 million, which was approximately the same operating expenses as we reported in Q3 2022.

Adjusted EBITDA, a non-GAAP financial measure (discussed in greater detail below), increased 14% to $4.4 million in Q3 2023, compared to $3.9 million in Q3 2022.

Cash and cash equivalents were $16.7 million as of September 30, 2023 (including $3.55 million in restricted cash), compared with $33.0 million as of December 31, 2022 (including $3.55 million in restricted cash), which decrease was due largely to increased capital spending related to our drilling and completion activities.

Production, Prices and Revenues:

Production for Q3 2023 was 126,562 barrels of oil equivalent ("Boe"), comprised of 88,755 barrels of oil, 144,495 million cubic feet ("Mcf") of natural gas, and 13,724 Boe of natural gas liquids ("NGLs"). Liquids production comprised 81% of total production in the quarter.

Our average realized crude oil sales price in Q3 2023 was $75.54 per barrel, average realized natural gas price was $2.29 per Mcf, and average realized NGL sales price was $21.46 per barrel. Our combined average realized sales price for the quarter was $57.91 per Boe, which was a decrease of 32% compared with $84.54 per Boe in Q3 2022.

Total crude oil, natural gas and NGL revenues for Q3 2023 decreased $0.1 million, or 2%, to $7.33 million, compared to $7.47 million for the same period a year ago, due to a favorable volume variance of $1.4 million, offset by an unfavorable price variance of $1.5 million, due to the average sales prices for crude oil, natural gas and NGLs realized by the Company decreasing considerably from the three-month period ended September 30, 2022. The increase in production volume is related to the positive performance from our participation in 14 non-operated wells in the D-J Basin Asset (six of which began producing in late 2022 and eight of which began producing in the first quarter of 2023), combined with maintaining relatively flat production declines from the existing operated Permian Basin and D-J Basin Assets. 

Lease Operating Expenses ("LOE"):

Total LOE for Q3 2023 was $2.2 million compared to total LOE for Q3 2022 of $2.9 million. Expense reduction measures to control costs have been implemented on our operated properties in our Permian Basin and D-J Basin Assets, such as operation and lift efficiency improvements, resulting in a reduction in direct operating expenses, offset by a corresponding increase in direct operating expenses from our participation in non-operated wells (noted above) when comparing the current period to the prior period. Other expenses have also increased due to production increases, offset by a corresponding decrease in workovers when comparing the current period to the prior period. Taken together, there was a $0.7 million decrease in overall lease operating expenses when comparing the prior period.

Depreciation, Depletion, Amortization and Accretion ("DD&A"):

DD&A increased from $2.3 million in Q3 2022 to $2.9 million in Q3 2023. The $0.6 million increase was primarily the result of an increase in production (noted above) in the current period when compared to the prior period.

General and Administrative Expenses ("G&A"):

There was a 5% increase in G&A expenses (excluding share-based compensation) in Q3 2023 compared to Q3 2022 as the Company continues to strive to contain costs and remain within budget from period to period.

Share-based compensation, which is included in general and administrative expenses in our Statements of Operations, increased 8% due to the issuance of restricted shares of common stock to board members during the current period. Share-based compensation is utilized for the purpose of conserving cash resources for use in field development activities and operations.

Interest Income and Other Income:

We earned $88,000 in interest from our interest-bearing cash accounts, for which interest rates have increased significantly in the current period compared to the prior period.  Other income in the prior period was primarily related to a $24,000 non-refundable two-year rent payment made in September 2022 to the Company for office space leased by SK Energy, LLC, which is 100% owned and controlled by Dr. Simon Kukes, our Chief Executive Officer and director, coupled with a $9,000 sale of old equipment.

Working Capital and Liquidity:

At September 30, 2023, our total current assets of $19.2 million exceeded our total current liabilities of $5.3 million, resulting in a working capital surplus of $13.9 million, while at December 31, 2022, our total current assets of $32.1 million exceeded our total current liabilities of $17.0 million, resulting in a working capital surplus of $15.1 million. The $1.2 million decrease in our working capital surplus is primarily related to cash used to fund our current capital drilling budget and leasehold acquisitions (described above).

Operations Update:

The Company is currently drilling three horizontal San Andres wells in its core Chaveroo Field in the Permian Basin with strategic partner Evolution Petroleum Corporation, which wells the Company anticipates will be completed in late Q4 2023, with initial production commencing in early Q1 2024.

The Company elected to participate in seven non-operated wells in the D-J Basin with an ~18% working interest. The wells have been drilled and, according to the operator, are scheduled to be completed Q4 2023 with production impact estimated to start Q1 2024.

Additionally, the Company elected to participate in six non-operated wells in the D-J Basin with an ~5% working interest.  The wells are currently being drilled by the operator, however no guidance has been given on the anticipated completion or first production dates from the operator.

The Company is also working to obtain permits and securing vendor commitments to drill and complete up to ten operated horizontal Niobrara wells in the D-J Basin where it holds varying working interests and would serve as operator. The Company will evaluate its 2024 capital program in late Q4 2023 and Q1 2024 to determine how many of these ten wells will be drilled in 2024. 

Further, on November 9, 2023, the Company consummated the divestiture of its non-core legacy vertical Milnesand and Sawyer Fields located in the Company’s Permian Basin Asset to a third party for consideration of approximately $1.12 million. The Company anticipates that this sale will reduce its estimated plugging and abandonment liabilities by over $3.2 million, while only losing approximately 32 BOEPD in net production from these disproportionately high LOE legacy vertical wells.  The disposition will also reduce the Company’s LOE per BOE metric going forward as the Company’s horizontal assets have higher margins.  Additionally, the disposition allows the Company and its personnel to focus on its core assets in the Chaveroo Field of the Permian Basin in New Mexico and the D-J Basin in Colorado and Wyoming. 

More information regarding our operating results for the three months ended September 30, 2023, including our full financial statements and footnotes, can be found in our Quarterly Report on Form 10-Q which was filed earlier today with the Securities and Exchange Commission and is available at www.sec.gov.

About PEDEVCO Corp.

PEDEVCO Corp. (NYSE American: PED), is a publicly-traded energy company engaged in the acquisition and development of strategic, high growth energy projects in the United States. The Company's principal assets are its Permian Basin Asset located in the Northwest Shelf of the Permian Basin in eastern New Mexico, and its D-J Basin Asset located in the D-J Basin in Weld and Morgan Counties, Colorado, and Laramie County, Wyoming. PEDEVCO is headquartered in Houston, Texas.

Use of Non-GAAP Financial Information

This earnings release discusses EBITDA and Adjusted EBITDA which are presented as supplemental measures of the Company's performance. These measurements are not recognized in accordance with generally accepted accounting principles (GAAP) and should not be viewed as an alternative to GAAP measures of performance. EBITDA represents net income before interest, taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA, less share-based compensation. EBITDA and Adjusted EBITDA are presented because we believe they provide additional useful information to investors due to the various noncash items during the period. EBITDA and Adjusted EBITDA are also frequently used by analysts, investors and other interested parties to evaluate companies in our industry. We use EBITDA and Adjusted EBITDA as supplements to GAAP measures of performance to provide investors with an additional financial analytical framework which management uses, in addition to historical operating results, as the basis for financial, operational and planning decisions and present measurements that third parties have indicated are useful in assessing the Company and its results of operations. EBITDA and Adjusted EBITDA have limitations as analytical tools, and you should not consider them in isolation, or as a substitute for analysis of our operating results as reported under GAAP. Some of these limitations are:  EBITDA and Adjusted EBITDA do not reflect cash expenditures, future requirements for capital expenditures, or contractual commitments; EBITDA and Adjusted EBITDA do not reflect changes in, or cash requirements for, working capital needs; and EBITDA and Adjusted EBITDA do not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on debt or cash income tax payments. For example, although depreciation and amortization are noncash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect any cash requirements for such replacements. Additionally, other companies in our industry may calculate EBITDA and Adjusted EBITDA differently than PEDEVCO Corp. does, limiting its usefulness as a comparative measure. You should not consider EBITDA and Adjusted EBITDA in isolation, or as substitutes for analysis of the Company's results as reported under GAAP. The Company's presentation of these measures should not be construed as an inference that future results will be unaffected by unusual or nonrecurring items. We compensate for these limitations by providing a reconciliation of each of these non-GAAP measures to the most comparable GAAP measure. We encourage investors and others to review our business, results of operations, and financial information in their entirety, not to rely on any single financial measure, and to view these non-GAAP measures in conjunction with the most directly comparable GAAP financial measure. For more information on these non-GAAP financial measures, please see the section titled "Reconciliation of Net Income (Loss) attributable to PEDEVCO Corp., to Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA) and Adjusted EBITDA", included at the end of this release.

Cautionary Statement Regarding Forward Looking Statements

This press release may contain forward-looking statements, including information about management's view of PEDEVCO's future expectations, plans and prospects, within the meaning of the federal securities laws, including the safe harbor provisions under The Private Securities Litigation Reform Act of 1995 (the "Act"). In particular, when used in the preceding discussion, the words "may," "could," "expect," "intend," "plan," "seek," "anticipate," "believe," "estimate," "predict," "potential," "continue," "likely," "will," "would" and variations of these terms and similar expressions, or the negative of these terms or similar expressions are intended to identify forward-looking statements within the meaning of the Act and such laws, and are subject to the safe harbor created by the Act and applicable laws. Any statements made in this news release other than those of historical fact, about an action, event or development, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors, which may cause the results of PEDEVCO and its subsidiaries to be materially different than those expressed or implied in such statements. The forward-looking statements include projections and estimates of the Company's corporate strategies, future operations, development plans and programs, including the costs thereof, drilling locations, estimated oil, natural gas and natural gas liquids production, price realizations, projected operating, general and administrative and other costs, projected capital expenditures, efficiency and cost reduction initiative outcomes, statements regarding future production, costs and cash flows, liquidity and our capital structure. We have based these forward-looking statements on our current expectations and assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate under the circumstances. However, whether actual results and developments will conform with our expectations and predictions is subject to a number of risks and uncertainties, including the volatility of oil and natural gas prices, our success in discovering, estimating, developing and replacing oil and natural gas reserves, risks of our operations not being profitable or generating sufficient cash flow to meet our obligations; risks relating to the future price of oil, natural gas and NGLs; risks related to the status and availability of oil and natural gas gathering, transportation, and storage facilities; risks related to changes in the legal and regulatory environment governing the oil and gas industry, and new or amended environmental legislation and regulatory initiatives; risks relating to crude oil production quotas or other actions that might be imposed by the Organization of Petroleum Exporting Countries and other producing countries; technological advancements; changing economic, regulatory and political environments in the markets in which the Company operates; general domestic and international economic, market and political conditions, including the military conflict between Russia and Ukraine and the global response to such conflict; actions of competitors or regulators; the potential disruption or interruption of the Company’s operations due to war, accidents, political events, severe weather, cyber threats, terrorist acts, or other natural or human causes beyond the Company’s control; risks related to the need for additional capital to complete future acquisitions, conduct our operations, and fund our business on favorable terms, if at all, the availability of such funding and the costs thereof; risks related to the limited control over activities on properties we do not operate and the speculative nature of oil and gas operations in general; risks associated with the uncertainty of drilling, completion and enhanced recovery operations; risks associated with illiquidity and volatility of our common stock, dependence upon present management, the fact that Dr. Simon Kukes, our CEO and member of the Board, beneficially owns a majority of our common stock, and our ability to maintain the listing of our common stock on the NYSE American; pandemics, governmental responses thereto, economic downturns and possible recessions caused thereby; inflationary risks and recent increased interest rates, and the risks of recessions and economic downturns caused thereby or by efforts to reduce inflation; risks related to military conflicts in oil producing countries; changes in economic conditions; limitations in the availability of, and costs of, supplies, materials, contractors and services that may delay the drilling or completion of wells or make such wells more expensive; the amount and timing of future development costs; the availability and demand for alternative energy sources; regulatory changes, including those related to carbon dioxide and greenhouse gas emissions; and others that are included from time to time in filings made by PEDEVCO with the Securities and Exchange Commission, many of which are beyond our control, including, but not limited to, in the "Risk Factors" and “Cautionary Note Regarding Forward-Looking Statements” sections of its Form 10-Ks and Form 10-Qs and in its Form 8-Ks, which it has filed, and files from time to time, with the U.S. Securities and Exchange Commission, including, but not limited to its Annual Report on Form 10-K for the year ended December 31, 2022 and its Quarterly Report on Form 10-Q for the quarter ended September 30, 2023. These reports are available at www.sec.gov. The Company cautions that the foregoing list of important factors is not complete. All subsequent written and oral forward-looking statements attributable to the Company or any person acting on behalf of the Company are expressly qualified in their entirety by the cautionary statements referenced above. Other unknown or unpredictable factors also could have material adverse effects on PEDEVCO's future results and/or could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements. The forward-looking statements included in this press release are made only as of the date hereof. PEDEVCO cannot guarantee future results, levels of activity, performance or achievements. Accordingly, you should not place undue reliance on these forward-looking statements. We undertake no obligation to update publicly any of these forward-looking statements to reflect actual results, new information or future events, changes in assumptions or changes in other factors affecting forward-looking statements, except to the extent required by applicable laws. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements. The internal projections, expectations, or beliefs underlying our 2023 capital budget are subject to change in light of numerous factors, including, but not limited to, the prevailing prices of oil and gas, actions taken by businesses and governments, ongoing results, prevailing economic circumstances, commodity prices, and industry conditions and regulations.

PEDEVCO CORP.

CONSOLIDATED BALANCE SHEETS

(amounts in thousands, except share and per share data)

PEDEVCO CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS

(amounts in thousands, except share and per share data)

PEDEVCO CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(amounts in thousands)

Reconciliation of Net Income (Loss) attributable to PEDEVCO Corp., to Earnings before Interest, Taxes, Depreciation and

Amortization (EBITDA) and Adjusted EBITDA* (in thousands)

* EBITDA and Adjusted EBITDA are non-GAAP financial measures. These measurements are not recognized in accordance with GAAP and should not be viewed as an alternative to GAAP measures of performance. See also "Use of Non-GAAP Financial Information", above.

CONTACT:

PEDEVCO Corp.

(713) 221-1768

PR@pedevco.com

SOURCE: PEDEVCO Corp.