J. Douglas Schick - 31 Oct 2025 Form 4 Insider Report for PEDEVCO CORP (PED)

Footnote F1

Granted by the Board of Directors of the Issuer on October 29, 2025, contingent upon the closing of the transactions contemplated by that certain Agreement and Plan of Merger dated October 31, 2025 between the Issuer, NP Merger Sub, LLC, COG Merger Sub, LLC, North Peak Oil Gas, LLC, Century Oil and Gas Sub-Holdings, LLC, and, solely for purposes of the specified provisions therein, North Peak Oil Gas Holdings, LLC, which closed on October 31, 2025 (the "Closing Date").

Footnote F2

The shares of Restricted Common Stock were issued to the Reporting Person pursuant to the Issuer's 2021 Equity Incentive Plan and are subject to forfeiture. A total of 1 million of the shares vest at the rate of (i) 1/3 on the one year anniversary of the Closing Date; (ii) 1/3 on the two year anniversary of the Closing Date; and (iii) 1/3 on the three year anniversary of the Closing Date, subject to the Reporting Person's continued service to the Company on such vesting dates, and subject to the terms and conditions of a Restricted Shares Grant Agreement entered into by and between the Issuer and the Reporting Person.

Footnote F3

Up to 1,000,000 shares will vest if the Issuer's common stock maintains a 30-day average closing price of at least $0.90 (as adjusted for stock splits) within four years after the Closing Date (the "price trigger"). The earliest possible vesting date is 30 days after the first anniversary of the Closing Date, provided: (a) if the price trigger is met between one year and 30 days and two years after the Closing Date, one-third of the shares vest immediately and the remainder vest on the second and third anniversaries of the grant date; (b) if met between two and three years, two-thirds vest immediately and the remainder on the third anniversary; and (c) if met after the third anniversary, all shares vest immediately. Vesting is subject to the Reporting Person's continued service and the terms of the Restricted Shares Grant Agreement. If the price trigger is not achieved within four years, all 1,000,000 shares will be forfeited.

Footnote F4

Issued to the Reporting Person in consideration for services rendered and agreed to be rendered to the Issuer as the President and Chief Executive Officer of the Issuer.

Footnote F5

The Convertible Series A Preferred Stock is not convertible until the expiration of the twenty calendar day period (the "Automatic Conversion Date") commencing on the distribution to the Issuer's shareholders in accordance with Rule 14c-2 of Regulation 14C promulgated under the Securities and Exchange Act of 1934, as amended, of an information statement disclosing, among other things, the approval of such conversion and related matters by the majority stockholders of the Issuer which occurred on October 31, 2025.

Footnote F6

The Convertible Series A Preferred Stock have no expiration date, but automatically convert into common stock of the Issuer in a ratio of 10-for-1 on the Automatic Conversion Date.

Footnote F7

The Reporting Person serves as Chief Executive Officer of American Resources, Inc., an entity which he also partially owns, and as such, may be deemed to beneficially own the securities held by such entity.