Common use of Authority; Non-Contravention; Approvals Clause in Contracts

Authority; Non-Contravention; Approvals. (a) Yuma has the requisite corporate power and authority to enter into this Agreement and, subject to Yuma Shareholder Approval, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by Yuma of this Agreement, the performance by Yuma of its obligations hereunder, and the consummation by Yuma of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of Yuma, subject only to the approval of the Yuma Shareholder Approval Matters by the shareholders of Yuma. The affirmative vote of the holders of (i) a majority of the outstanding shares of Yuma Common Stock outstanding on the applicable record date and (ii) two-thirds of the outstanding shares of Yuma Series A Preferred Stock outstanding on the applicable record date voting as a separate class (collectively, the “Yuma Shareholder Approval”) is the only vote of the holders of any class or series of Yuma’s Capital Stock necessary to adopt or approve the Yuma Shareholder Approval Matters. There are no bonds, debentures, notes or other indebtedness of Yuma having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which the holders of Yuma Common Stock may vote. This Agreement has been duly executed and delivered by each of the Yuma Entities, and, assuming the due authorization, execution and delivery hereof by the Company, constitutes a valid and legally binding agreement of each of the Yuma Entities, enforceable against the Yuma Entities in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). (b) The Yuma Board, by resolutions duly adopted by unanimous vote at a meeting of all directors of Yuma duly called and held and, as of the date hereof, not subsequently rescinded or modified in any way, has, as of the date hereof (i) approved this Agreement, the Reincorporation Merger and the Merger, and determined that this Agreement and the transactions contemplated hereby, including the Reincorporation Merger and the Merger, are fair to, and in the best interests of, Yuma shareholders, and (ii) resolved to recommend that Yuma’s shareholders approve the Yuma Shareholder Approval Matters and directed that such matters be submitted for consideration of the shareholders of Yuma at the Yuma Shareholders’ Meeting. The board of directors of each of Delaware Merger Subsidiary and Merger Subsidiary, at a meeting duly called and held, has unanimously approved this Agreement, the Reincorporation Merger and the Merger, as applicable. Yuma, in its capacity as the sole stockholder of Delaware Merger Subsidiary, hereby approves of this Agreement and the Reincorporation Merger, and Delaware Merger Subsidiary, in its capacity as the sole stockholder of Merger Subsidiary, hereby approves of this Agreement and the Merger. (c) The execution, delivery and performance of this Agreement by each of the Yuma Entities and the consummation of the Reincorporation Merger, the Merger, and the other transactions contemplated hereby do not and will not violate, conflict with 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, contractually require any offer to purchase or any prepayment of any debt, or result in the creation of any lien, security interest or encumbrance upon any of the properties or assets of Yuma under any of the terms, conditions or provisions of (i) the Governing Documents of any Yuma Company, (ii) subject to compliance with the requirements set forth in clauses (i)-(v) of Section 4.03(d) and obtaining the Yuma Shareholder Approval, any statute, Law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, Permit or license of any court or Governmental Entity applicable to any of the Yuma Companies or any of their respective properties or assets, or (iii) any contract, agreement, commitment or understanding to which any Yuma Company is now a party or by which any of the Yuma Companies or any of their respective properties or assets may be bound or affected, except as provided in Section 4.03 of the Yuma Disclosure Schedule, and other than, in the case of clauses (ii) and (iii) of this Section 4.03(c), such violations, conflicts, breaches, defaults, terminations, accelerations, contractual requirements or creations of liens, security interests or encumbrances that would not reasonably be expected, individually or in the aggregate, to have a Yuma Material Adverse Effect and would not prevent or materially delay the consummation of the Merger. (d) Except for (i) the filing with the SEC of a Registration Statement on Form S-4 under the Securities Act by Yuma, through Delaware Merger Subsidiary, with respect to the transactions contemplated hereby (the “Registration Statement”) and applicable filings pursuant to the Exchange Act, including the filing with the SEC of Yuma’s proxy statement relating to the Yuma Shareholders’ Meeting (the “Proxy Statement/Prospectus”), (ii) the filing of the Certificate of Merger with the Secretary of State in connection with the Merger, (iii) the filing of a Current Report on Form 8-K with the SEC within four (4) Business Days after the execution of this Agreement and within four (4) Business Days of the Closing Date, (iv) filings with the Secretary of State and the secretary of state of the State of California in connection with the Reincorporation Merger, and (v) such approvals as may be required under applicable state securities or “blue sky” Laws or the rules and regulations of the NYSE MKT, and except as provided in Section 4.03 of the Yuma Disclosure Schedule, no declaration, filing or registration with, or notice to, or authorization, consent or approval, ratification or permission of (any of the foregoing being a “Consent”), any Governmental Entity or authority or other Person is necessary under any Yuma Material Contract or otherwise for the execution and delivery of this Agreement by Yuma or Merger Subsidiary or the consummation by Yuma or Merger Subsidiary of the transactions contemplated hereby, other than such Consents which, if not made or obtained, as the case may be, would not reasonably be expected, individually or in the aggregate, to have a Yuma Material Adverse Effect and would not prevent or materially delay the consummation of the Merger. (e) The board of directors of Yuma has approved the Merger and this Agreement and the transactions contemplated hereby and thereby, and such approval is sufficient to render inapplicable to the Merger and this Agreement and the transactions contemplated hereby the anti-takeover provisions of the CCC to the extent, if any, such provisions are applicable to the Merger, this Agreement, and the transactions contemplated hereby and thereby. No other state takeover, control share, fair price or similar statute or regulation applies to or purports to apply to Yuma with respect to the Merger, this Agreement, or the transactions contemplated hereby and thereby.

Authority; Non-Contravention; Approvals. (a) Yuma BLBX has the requisite corporate power and authority to enter into this Agreement and, subject to Yuma Shareholder BLBX Stockholder Approval, to perform its obligations hereunder and to consummate the transactions contemplated herebyExchange. The execution and delivery by Yuma of this AgreementAgreement by BLBX, the performance by Yuma BLBX of its obligations hereunder, hereunder and the consummation by Yuma BLBX of the transactions contemplated hereby, have Exchange has been duly authorized by all necessary corporate action on the part of YumaBLBX, subject only to the approval of the Yuma Shareholder Approval Matters by the shareholders of YumaBLBX Stockholder Approval. The affirmative vote of the holders of (i) a majority of the outstanding shares of Yuma Common Stock outstanding on the applicable record date and (ii) two-thirds of the outstanding shares of Yuma Series A Preferred Stock outstanding on the applicable record date voting as a separate class (collectively, the “Yuma Shareholder Approval”) BLBX Stockholder Approval Threshold is the only vote of the holders of any class or series of Yuma’s Capital BLBX Common Stock necessary to adopt or approve the Yuma Shareholder BLBX Stockholder Approval MattersMatter. There are Except for BLBX Stockholder Approval, no bondsother corporate proceeding on the part of BLBX is necessary to authorize the adoption, debenturesexecution, notes delivery and performance of this Agreement or other indebtedness of Yuma having to consummate the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which the holders of Yuma Common Stock may vote. This Agreement has been duly executed and delivered by each of the Yuma Entities, and, assuming the due authorization, execution and delivery hereof by the Company, constitutes a valid and legally binding agreement of each of the Yuma Entities, enforceable against the Yuma Entities in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity)Exchange. (b) The Yuma BoardBLBX’s board of directors, by resolutions duly adopted by unanimous vote at a meeting of all directors of Yuma duly called and held andwritten consent, as of the date hereof, not subsequently rescinded or modified in any way, has, as of the date hereof (i) approved approved, adopted and declared advisable this Agreement, the Reincorporation Merger Agreement and the MergerExchange, and determined that this Agreement and the transactions contemplated hereby, including the Reincorporation Merger and the MergerExchange, are fair to, to and in the best interests of, Yuma shareholdersof the BLBX Stockholders, and (ii) approved the BLBX Stockholder Approval Matter and resolved to recommend that Yuma’s shareholders the BLBX Stockholders approve the Yuma Shareholder BLBX Stockholder Approval Matters Matter, and directed that such matters be submitted for consideration of the shareholders of Yuma at the Yuma Shareholders’ Meeting. The board of directors of each of Delaware Merger Subsidiary and Merger Subsidiary, at a meeting duly called and held, has unanimously approved this Agreement, the Reincorporation Merger and the Merger, as applicable. Yuma, in its capacity as the sole stockholder of Delaware Merger Subsidiary, hereby approves of this Agreement and the Reincorporation Merger, and Delaware Merger Subsidiary, in its capacity as the sole stockholder of Merger Subsidiary, hereby approves of this Agreement and the MergerBLBX Stockholders. (c) The executionexecution and delivery of this Agreement by BLBX does not, delivery and the performance of this Agreement by each BLBX will not, (i) conflict with or violate the Organizational Documents of BLBX, (ii) subject to obtaining the Yuma Entities and the consummation of the Reincorporation Merger, the Merger, and the other transactions contemplated hereby do not and will not violateBLBX Stockholder Approval , conflict with or violate any Legal Requirement applicable to BLBX or by which its or any of its properties are bound or affected, or (iii) require BLBX to make any filing with or give any notice to a Person or to obtain any Consent from a Person, or result in a any breach of any provision of, or constitute a default (or an event which, that with notice or lapse of time or both, both would constitute become a default) under, or result in impair BLBX’s rights or alter the termination ofrights or obligations of any third party under, or accelerate the performance required bygive to others any rights of termination, amendment, acceleration or result in a right of termination or acceleration under, contractually require any offer to purchase or any prepayment of any debtcancellation of, or result in the creation of any lien, security interest a lien or encumbrance upon Encumbrance on any of the properties or assets of Yuma under any of the terms, conditions or provisions of (i) the Governing Documents of any Yuma Company, (ii) subject to compliance with the requirements set forth in clauses (i)-(v) of Section 4.03(d) and obtaining the Yuma Shareholder ApprovalBLBX pursuant to, any statute, Law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, Permit or license of any court or Governmental Entity applicable to any of the Yuma Companies or any of their respective properties or assets, or (iii) any contract, agreement, commitment or understanding BLBX Contract to which any Yuma Company BLBX is now a party or by which any of the Yuma Companies BLBX or any of their respective its properties or assets may be are bound or affectedaffected (except, except as provided in Section 4.03 for purposes of the Yuma Disclosure Schedule, and other than, in the case of clauses (ii) and this clause (iii) of this Section 4.03(c), such violations, conflicts, breaches, defaults, terminations, accelerations, contractual requirements or creations of liens, security interests or encumbrances that as would not reasonably be expectednot, individually or in the aggregate, to have a Yuma BLBX Material Adverse Effect and would not prevent or materially delay the consummation of the MergerEffect). (d) Except No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Body is required by or with respect to BLBX in connection with the execution and delivery of this Agreement or the consummation of the Exchange, except for (i) the filing with the SEC of a Registration Statement on Form S-4 under the Securities Act contemplated by Yuma, through Delaware Merger Subsidiary, with respect to the transactions contemplated hereby (the “Registration Statement”) and applicable filings pursuant to the Exchange Act, including the filing with the SEC of Yuma’s proxy statement relating to the Yuma Shareholders’ Meeting (the “Proxy Statement/Prospectus”)Section 4.1, (ii) the filing of the Certificate of Merger with the Secretary of State in connection with the Merger, (iii) the filing of a Current Report on Form 8-K with respect to the Exchange (the “Exchange Form 8-K”) with the SEC within four (4) Business Days after the execution of this Agreement and within four (4) Business Days of the Closing Date, (iv) filings with the Secretary of State and the secretary of state of the State of California in connection with the Reincorporation Merger, and (viii) such approvals as may be required under applicable state securities or “blue sky” Laws laws or the rules and regulations of the NYSE MKT, and except as provided in Section 4.03 of the Yuma Disclosure Schedule, no declaration, filing or registration with, or notice to, or authorization, consent or approval, ratification or permission of (any of the foregoing being a “Consent”), any Governmental Entity or authority or other Person is necessary under any Yuma Material Contract or otherwise for the execution and delivery of this Agreement by Yuma or Merger Subsidiary or the consummation by Yuma or Merger Subsidiary of the transactions contemplated hereby, other than such Consents which, if not made or obtained, as the case may be, would not reasonably be expected, individually or in the aggregate, to have a Yuma Material Adverse Effect and would not prevent or materially delay the consummation of the MergerNasdaq. (e) The board of directors of Yuma has approved the Merger and this Agreement and the transactions contemplated hereby and thereby, and such approval is sufficient to render inapplicable to the Merger and this Agreement and the transactions contemplated hereby the anti-takeover provisions of the CCC to the extent, if any, such provisions are applicable to the Merger, this Agreement, and the transactions contemplated hereby and thereby. No other state takeover, control share, fair price or similar statute or regulation applies to or purports to apply to Yuma with respect to the Merger, this Agreement, or the transactions contemplated hereby and thereby.

Authority; Non-Contravention; Approvals. (a) Yuma Company has the requisite corporate power and authority to enter into this Agreement and, subject to Yuma Shareholder the Company Stockholder Approval, to perform its obligations hereunder and to consummate the transactions contemplated herebyTransactions. The execution and delivery by Yuma of this AgreementAgreement by Company, the performance by Yuma Company of its obligations hereunder, hereunder and the consummation by Yuma Company of the transactions contemplated hereby, Transactions have been duly authorized by all necessary corporate action on the part of YumaCompany, subject only to the approval Company Stockholder Approval and the filing and recordation of the Yuma Shareholder Approval Matters by the shareholders Certificate of YumaMerger pursuant to Delaware Law. The affirmative vote of the holders of (i) a majority of the outstanding shares of Yuma all Company Capital Stock voting together on an as converted to Company Common Stock outstanding on the applicable record date basis and (ii) two-thirds a majority of the outstanding shares of Yuma Series A Company Preferred Stock outstanding voting together on the applicable record date voting an as a separate class converted to Company Common Stock basis (collectively, the “Yuma Shareholder Company Stockholder Approval”) ), is the only vote of the holders of any class or series of Yuma’s Company Capital Stock necessary to adopt or this Agreement and approve the Yuma Shareholder Approval Matters. There are no bonds, debentures, notes or Merger and the other indebtedness of Yuma having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which the holders of Yuma Common Stock may voteTransactions. This Agreement has been duly executed and delivered by each of the Yuma Entities, Company and, assuming the due authorization, execution and delivery hereof by Parent and Merger Sub, constitutes the valid and binding obligation of Company, constitutes a valid and legally binding agreement of each of the Yuma Entities, enforceable against the Yuma Entities in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium except as enforceability may be limited by bankruptcy and other similar Laws affecting creditors’ rights laws and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). (b) The Yuma BoardCompany’s board of directors, by resolutions duly adopted by unanimous vote at a meeting of all directors of Yuma Company duly called and held and, as of the date hereofof this Agreement, not subsequently rescinded or modified in any way, has, as of the date hereof of this Agreement (i) approved this Agreement, the Reincorporation Merger Agreement and the Merger, and determined that this Agreement and the transactions contemplated herebyTransactions, including the Reincorporation Merger and the Merger, are fair to, and in the best interests of, Yuma shareholdersof the Company Stockholders, and (ii) resolved to recommend that Yuma’s shareholders the Company Stockholders adopt this Agreement and approve the Yuma Shareholder Approval Matters Merger and all other Transactions and directed that such matters be submitted for consideration of the shareholders of Yuma Company Stockholders at the Yuma ShareholdersCompany Stockholders’ Meeting. The board of directors of each of Delaware Merger Subsidiary and Merger Subsidiary, at a meeting duly called and held, has unanimously approved this Agreement, the Reincorporation Merger and the Merger, as applicable. Yuma, in its capacity as the sole stockholder of Delaware Merger Subsidiary, hereby approves of this Agreement and the Reincorporation Merger, and Delaware Merger Subsidiary, in its capacity as the sole stockholder of Merger Subsidiary, hereby approves of this Agreement and the Merger. (c) The executionexecution and delivery of this Agreement by Company does not, delivery and the performance of this Agreement by each of the Yuma Entities and the consummation of the Reincorporation MergerCompany will not, the Merger, and the other transactions contemplated hereby do not and will not violate, (i) conflict with or result in a breach violate the certificate of incorporation or bylaws of Company or the equivalent organizational documents 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, contractually require any offer to purchase or any prepayment of any debt, or result in the creation of any lien, security interest or encumbrance upon any of the properties or assets of Yuma under any of the terms, conditions or provisions of (i) the Governing Documents of any Yuma Companyits Subsidiaries, (ii) subject to obtaining the Company Stockholder Approval and compliance with the requirements set forth in clauses (i)-(vSection 2.03(d) of Section 4.03(d) and obtaining the Yuma Shareholder Approvalbelow, conflict with or violate any statute, Law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, Permit or license of any court or Governmental Entity Legal Requirement applicable to Company or any of the Yuma Companies its Subsidiaries or by which its or any of their respective properties or assets, or (iii) any contract, agreement, commitment or understanding to which any Yuma Company is now a party or by which any of the Yuma Companies or any of their respective properties or assets may be bound or affected, except as provided in Section 4.03 of the Yuma Disclosure Schedule, and other than, in the case of clauses (ii) and (iii) of this Section 4.03(c), for any such violations, conflicts, breaches, defaults, terminations, accelerations, contractual requirements conflicts or creations of liens, security interests or encumbrances violations that would not reasonably be expectednot, individually or in the aggregate, to have a Yuma Company Material Adverse Effect and or would not prevent or materially delay the consummation of the Merger, (iii) require an Acquired Company to make any filing with or give any notice to a Person, to obtain any Consent from a Person, or result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or impair Company’s rights or alter the rights of obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the properties or assets of Company or any of its Subsidiaries pursuant to, any Company Contract (as defined below), except as would not, individually or in the aggregate, have a Company Material Adverse Effect or prevent or materially delay the Merger or (iv) result in the creation of any Encumbrance (other than Permitted Liens) on any of the properties or assets of any Acquired Company, except as would not, individually or in the aggregate, have a Company Material Adverse Effect or prevent or materially delay the Merger. (d) Except for (i) the No material consent, approval, order or authorization of, or registration, declaration or filing with the SEC of a Registration Statement on Form S-4 under the Securities Act any Governmental Body is required by Yuma, through Delaware Merger Subsidiary, or with respect to the transactions contemplated hereby (the “Registration Statement”) and applicable filings pursuant to the Exchange Act, including the filing Company in connection with the SEC execution and delivery of Yuma’s proxy statement relating to this Agreement or the Yuma Shareholders’ Meeting consummation of the Transactions, except for (the “Proxy Statement/Prospectus”), (iii) the filing of the Certificate of Merger with the Secretary of State in connection with of the Merger, State of Delaware; (iiiii) the filing of a Current Report on Form 8-K the Proxy Statement with the SEC within four Securities and Exchange Commission (4“SEC”) Business Days after the execution of this Agreement and within four (4) Business Days of the Closing Date, (iv) filings in accordance with the Secretary Securities Exchange Act of State and 1934, as amended (the secretary of state of the State of California in connection with the Reincorporation Merger, and “Exchange Act”); (viii) such approvals Consents, orders, registrations, declarations and filings as may be required under applicable federal and state securities laws and (iv) such Consents as may be required under (A) the HSR Act or “blue sky” Laws (B) any other Legal Requirements that are designed or the rules and regulations of the NYSE MKTintended to prohibit, and except as provided in Section 4.03 of the Yuma Disclosure Schedule, no declaration, filing or registration withrestrict, or notice toregulate actions having the purpose or effect of monopolization or restraint of trade or significant impediments or lessening of competition or creation or strengthening of a dominant position through merger or acquisition (“Foreign Antitrust Laws” and, or authorizationtogether with the HSR Act, consent or approval, ratification or permission of (any of the foregoing being a “ConsentAntitrust Laws”), in any Governmental Entity or authority or other Person is necessary under any Yuma Material Contract or otherwise for the execution and delivery of this Agreement by Yuma or Merger Subsidiary or the consummation by Yuma or Merger Subsidiary of the transactions contemplated hereby, other than such Consents which, if not made or obtained, as the case may be, would not reasonably be expected, individually or in the aggregate, to have a Yuma Material Adverse Effect and would not prevent or materially delay the consummation of the Merger. (e) The board of directors of Yuma has approved the Merger and this Agreement and the transactions contemplated hereby and thereby, and such approval is sufficient to render inapplicable to the Merger and this Agreement and the transactions contemplated hereby the anti-takeover provisions of the CCC to the extent, if any, such provisions that are applicable to the Merger, transactions contemplated by this Agreement, and the transactions contemplated hereby and thereby. No other state takeover, control share, fair price or similar statute or regulation applies to or purports to apply to Yuma with respect to the Merger, this Agreement, or the transactions contemplated hereby and thereby.

Authority; Non-Contravention; Approvals. (a) Yuma Pyramid has the requisite corporate power and authority to enter into this Agreement and, subject to Yuma Pyramid Shareholder ApprovalApproval (as defined below), to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by Yuma Pyramid of this Agreement, the performance by Yuma Pyramid of its obligations hereunder, and the consummation by Yuma Pyramid of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of YumaPyramid, subject only to the approval of the Yuma Pyramid Shareholder Approval Matters (as defined in Section 7.08) by the shareholders of YumaPyramid. The affirmative vote of the holders of (i) a majority of the outstanding shares of Yuma Pyramid Common Stock outstanding on the applicable record date and (ii) two-thirds of the outstanding shares of Yuma Series A Preferred Stock outstanding on the applicable record date voting as a separate class (collectively, the “Yuma Pyramid Shareholder Approval”) is the only vote of the holders of any class or series of YumaPyramid’s Capital Stock capital stock necessary to adopt or approve the Yuma Pyramid Shareholder Approval Matters. There are no bonds, debentures, notes or other indebtedness of Yuma having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which the holders of Yuma Common Stock may vote. This Agreement has been duly executed and delivered by each of the Yuma Pyramid Entities, and, assuming the due authorization, execution and delivery hereof by the Company, constitutes a valid and legally binding agreement of each of the Yuma Pyramid Entities, enforceable against the Yuma Pyramid Entities in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law law or in equity). (b) The Yuma BoardPyramid’s Board of Directors, by resolutions duly adopted by unanimous vote at a meeting of all directors of Yuma Pyramid duly called and held and, as of the date hereof, not subsequently rescinded or modified in any way, has, as of the date hereof (i) approved this Agreement, the Reincorporation Merger and the Merger, and determined that this Agreement and the transactions contemplated hereby, including the Reincorporation Merger and the Merger, are fair to, and in the best interests of, Yuma Pyramid shareholders, and (ii) resolved to recommend that YumaPyramid’s shareholders approve the Yuma Pyramid Shareholder Approval Matters and directed that such matters be submitted for consideration of the shareholders of Yuma Pyramid at the Yuma Pyramid Shareholders’ Meeting. The board Board of directors Directors of each of Delaware Merger Subsidiary and Merger Subsidiary, at a meeting duly called and held, has unanimously approved this Agreement, the Reincorporation Merger and the Merger, as applicable. YumaPyramid, in its capacity as the sole stockholder of Delaware Merger Subsidiary, hereby approves of this Agreement and the Reincorporation Merger, and Delaware Merger Subsidiary, in its capacity as the sole stockholder of Merger Subsidiary, hereby approves of this Agreement and the Merger. (c) The execution, delivery and performance of this Agreement by each of the Yuma Pyramid Entities and the consummation of the Reincorporation Merger, the Merger, Merger and the other transactions contemplated hereby do not and will not violate, conflict with 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, contractually require any offer to purchase or any prepayment of any debt, or result in the creation of any lien, security interest or encumbrance upon any of the properties or assets of Yuma Pyramid under any of the terms, conditions or provisions of (i) the Governing Documents Restated Articles of any Yuma CompanyIncorporation or the Amended and Restated Bylaws of Pyramid, (ii) subject to compliance with the requirements set forth in clauses (i)-(v) of Section 4.03(d5.03(d) and obtaining the Yuma Pyramid Shareholder Approval, any statute, Lawlaw, ordinance, rule, regulation, judgment, decree, order, injunction, writ, Permit permit or license of any court or Governmental Entity governmental authority applicable to Pyramid or any of the Yuma Companies Pyramid subsidiary or any of their respective properties or assets, or (iii) any contract, agreement, commitment or understanding to which Pyramid or any Yuma Company Pyramid subsidiary is now a party or by which Pyramid or any of the Yuma Companies Pyramid subsidiary or any of their respective properties or assets may be bound or affected, except as provided in Section 4.03 5.03 of the Yuma Pyramid Disclosure Schedule, and other than, in the case of clauses (ii) and (iii) of this Section 4.03(c5.03(c), such violations, conflicts, breaches, defaults, terminations, accelerations, contractual requirements or creations of liens, security interests or encumbrances that would not reasonably be expected, individually or in the aggregate, to have a Yuma Pyramid Material Adverse Effect and would not prevent or materially delay the consummation of the Merger. (d) Except for (i) the filing with the SEC Securities and Exchange Commission (the “SEC”) of a Registration Statement on Form S-4 under the Securities Act of 1933, as amended (the “Securities Act”), by YumaPyramid, through Delaware Merger Subsidiary, with respect to the transactions contemplated hereby (the “Registration Statement”) and applicable filings pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including the filing with the SEC of YumaPyramid’s proxy statement relating to the Yuma Pyramid Shareholders’ Meeting (the “Proxy Statement/Prospectus”), (ii) the filing of the Certificate of Merger with the Secretary of State in connection with the Merger, (iii) the filing of a Current Report on Form 8-K with the SEC within four (4) Business Days business days after the execution of this Agreement and within four (4) Business Days of on the Closing Date, (iv) filings with the Secretary of State and the secretary of state of the State of California in connection with the Reincorporation Merger, and (v) such approvals as may be required under applicable state securities or “blue sky” Laws laws or the rules and regulations of the NYSE MKT, and except as provided in Section 4.03 5.03 of the Yuma Pyramid Disclosure Schedule, no declaration, filing or registration with, or notice to, or authorization, consent or approval, ratification or permission of (any of the foregoing being a “Consent”), any Governmental Entity governmental or regulatory body or authority or other Person person is necessary under any Yuma Pyramid Material Contract or otherwise for the execution and delivery of this Agreement by Yuma Pyramid or Merger Subsidiary or the consummation by Yuma Pyramid or Merger Subsidiary of the transactions contemplated hereby, other than such Consents which, if not made or obtained, as the case may be, would not reasonably be expected, individually or in the aggregate, to have a Yuma Pyramid Material Adverse Effect and would not prevent or materially delay the consummation of the Merger. (e) The board Board of directors Directors of Yuma Pyramid has approved the Merger and this Agreement and the transactions contemplated hereby and thereby, and such approval is sufficient to render inapplicable to the Merger and this Agreement and the transactions contemplated hereby the anti-takeover provisions of the CCC to the extent, if any, such provisions are applicable to the Merger, this Agreement, and the transactions contemplated hereby and thereby. No other state takeover, control share, fair price or similar statute or regulation applies to or purports to apply to Yuma Pyramid with respect to the Merger, this Agreement, or the transactions contemplated hereby and thereby.

Authority; Non-Contravention; Approvals. (a) Yuma Company has the requisite corporate power and authority to enter into this Agreement and, subject to Yuma Shareholder ApprovalCompany Stockholder Approval for the Company Convertible Preferred Stock Conversion, to perform its obligations hereunder and to consummate the transactions contemplated herebyTransactions. The execution and delivery by Yuma of this AgreementAgreement by Company, the performance by Yuma Company of its obligations hereunder, hereunder and the consummation by Yuma Company of the transactions contemplated hereby, Transactions have been duly authorized by all necessary corporate action on the part of YumaCompany and the board of directors of Company, subject only to the approval Company Stockholder Approval in respect of the Yuma Shareholder Approval Matters by the shareholders of YumaCompany Convertible Preferred Stock Conversion. The affirmative vote of the holders of (i) a majority of the outstanding shares of Yuma Common Stock outstanding on the applicable record date and (ii) two-thirds of the outstanding shares of Yuma Series A Preferred Stock outstanding on the applicable record date voting as a separate class (collectively, the “Yuma Shareholder Approval”) Company Stockholder Approval Threshold is the only vote of the holders of any class or series of Yuma’s Capital Company Common Stock and Company Convertible Preferred Stock necessary to adopt or approve the Yuma Shareholder Company Stockholder Approval Matters. There are no bondsMatters (collectively, debentures, notes or other indebtedness of Yuma having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which the holders of Yuma Common Stock may vote“Company Stockholder Approval”). This Agreement has been duly executed and delivered by each an authorized officer of the Yuma Entities, Company and, assuming the due authorization, execution and delivery hereof by the Companyeach other Party, constitutes a valid and legally binding agreement obligation of each of the Yuma EntitiesCompany, enforceable against the Yuma Entities in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws other laws affecting creditors’ rights generally and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). (b) The Yuma BoardCompany’s board of directors, by resolutions duly adopted by unanimous vote at a meeting of all directors of Yuma Company duly called and held and, as of the date hereof, and not subsequently rescinded or modified in any way, has, as of the date hereof has (i) approved approved, adopted and declared advisable this Agreement, the Reincorporation Merger Transactions and the MergerAcquisition, and determined that this Agreement and the transactions contemplated herebyTransactions, including the Reincorporation Merger and the MergerAcquisition, are fair to, to and in the best interests of, Yuma shareholdersof the Company Stockholders, and (ii) approved the Company Stockholder Approval Matters that require board approval and resolved to recommend that Yuma’s shareholders the Company Stockholders approve the Yuma Shareholder Company Stockholder Approval Matters Matters, and directed that such matters be submitted for consideration of the shareholders of Yuma at the Yuma Shareholders’ Meeting. The board of directors of each of Delaware Merger Subsidiary and Merger Subsidiary, at a meeting duly called and held, has unanimously approved this Agreement, the Reincorporation Merger and the Merger, as applicable. Yuma, in its capacity as the sole stockholder of Delaware Merger Subsidiary, hereby approves of this Agreement and the Reincorporation Merger, and Delaware Merger Subsidiary, in its capacity as the sole stockholder of Merger Subsidiary, hereby approves of this Agreement and the MergerCompany Stockholders. (c) (x) The executionexecution and delivery of (1) this Agreement, delivery (2) the Registration Rights Agreements and (3) the Investor Rights Agreement by Company does not, and (y) the performance of this Agreement by each of the Yuma Entities agreements listed in (x) above and the consummation of the Reincorporation MergerTransactions by Company, including, but not limited to, the Mergerissuance of Company Common Stock issuable hereunder and issuable upon conversion of Company Preferred Stock issuable hereunder, will not, (i) conflict with or violate the Organizational Documents of any Acquiring Company, (ii) subject to obtaining the Company Stockholder Approval and compliance with the other transactions contemplated hereby do not and will not violaterequirements set forth in Section 3.3(d) below, conflict with or violate any Legal Requirement applicable to the Acquiring Companies or by which its or any of their respective properties are bound or affected, or (iii) require an Acquiring Company to make any filing with or give any notice to a Person or to obtain any Consent from a Person, or result in a any breach of any provision of, or constitute a default (or an event which, that with notice or lapse of time or both, both would constitute become a default) under, or result in impair Company’s rights or alter the termination ofrights or obligations of any third party under, or accelerate the performance required bygive to others any rights of termination, amendment, acceleration or result in a right of termination or acceleration under, contractually require any offer to purchase or any prepayment of any debtcancellation of, or result in the creation of any lien, security interest a lien or encumbrance upon on any of the properties or assets of Yuma under any of the terms, conditions or provisions of (i) the Governing Documents of any Yuma Company, (ii) subject to compliance with the requirements set forth in clauses (i)-(v) of Section 4.03(d) and obtaining the Yuma Shareholder ApprovalAcquiring Companies pursuant to, any statute, Law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, Permit or license of any court or Governmental Entity applicable to any of the Yuma Companies or any of their respective properties or assets, or (iii) any contract, agreement, commitment or understanding Company Material Contract to which any Yuma an Acquiring Company is now a party or by which any of the Yuma Companies Acquiring Company or any of their respective its properties or assets may be are bound or affected, except as provided in Section 4.03 of the Yuma Disclosure Schedule, and other than, in the case of clauses (ii) and (iii) of this Section 4.03(c), such violations, conflicts, breaches, defaults, terminations, accelerations, contractual requirements or creations of liens, security interests or encumbrances that would not reasonably be expected, individually or in the aggregate, to have a Yuma Material Adverse Effect and would not prevent or materially delay the consummation of the Merger. (d) Except No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Body is required by or with respect to Company in connection with the execution and delivery of this Agreement or the consummation of the Transactions, except for (i) the filing of the Proxy Statement with the SEC of a Registration Statement on Form S-4 under the Securities Act by Yuma, through Delaware Merger Subsidiary, with respect to the transactions contemplated hereby and Exchange Commission (the “Registration StatementSEC”) and applicable filings pursuant to the Exchange Act, including the filing in accordance with the SEC Securities Exchange Act of Yuma’s proxy statement relating to the Yuma Shareholders’ Meeting 1934, as amended (the “Proxy Statement/ProspectusExchange Act”), (ii) the filing of the Certificate of Merger with the Secretary of State in connection with the Merger, (iii) the filing of a one or more Current Report Reports on Form 8-K with the SEC within four (4) Business Days after the execution of this Agreement and within four (4) Business Days of the Closing Date, (iviii) filings any other filing with the Secretary of State and SEC required by the secretary of state of the State of California in connection with the Reincorporation MergerSEC or by law, and (viv) such approvals as may be required under applicable state securities or “blue sky” Laws laws or the rules and regulations of the NYSE MKT, and except as provided in Section 4.03 of the Yuma Disclosure Schedule, no declaration, filing or registration with, or notice to, or authorization, consent or approval, ratification or permission of (any of the foregoing being a “Consent”), any Governmental Entity or authority or other Person is necessary under any Yuma Material Contract or otherwise for the execution and delivery of this Agreement by Yuma or Merger Subsidiary or the consummation by Yuma or Merger Subsidiary of the transactions contemplated hereby, other than such Consents which, if not made or obtained, as the case may be, would not reasonably be expected, individually or in the aggregate, to have a Yuma Material Adverse Effect and would not prevent or materially delay the consummation of the MergerNASDAQ. (e) The board of directors of Yuma has approved the Merger and this Agreement and the transactions contemplated hereby and thereby, and such approval is sufficient to render inapplicable Prior to the Merger and this Agreement and the transactions contemplated hereby the anti-takeover provisions date hereof, Company has filed with NASDAQ a Listing of the CCC to the extent, if any, such provisions are applicable to the Merger, this Agreement, and the transactions contemplated hereby and thereby. No other state takeover, control share, fair price or similar statute or regulation applies to or purports to apply to Yuma Additional Shares Notification Form with respect to the Mergershares of Company Common Stock to be issued pursuant to this Agreement at the Closing and upon conversion of the Company Convertible Preferred Stock, this Agreement, or and NASDAQ has not indicated to Company its objection to the transactions contemplated hereby and therebylisting of such shares on NASDAQ.

Authority; Non-Contravention; Approvals. (a) Yuma Parent has the requisite corporate power and authority to enter into this Agreement and, subject to Yuma Shareholder Parent Stockholder Approval, to perform its obligations hereunder and to consummate the transactions contemplated herebyParent Transactions. The execution and delivery by Yuma Parent of this Agreement, the performance by Yuma Parent of its obligations hereunder, hereunder and the consummation by Yuma Parent of the transactions contemplated hereby, Parent Transactions have been duly authorized by all necessary corporate action on the part of YumaParent and Merger Sub, subject only to Parent Stockholder Approval, to adoption of this Agreement by Parent as sole stockholder of Merger Sub immediately following the approval execution hereof, the filing and recordation of the Yuma Shareholder Approval Matters by a certificate of amendment reflecting the shareholders matters contemplated pursuant to Section 1.04(c) (the “Parent Charter Amendment”) and the filing and recordation of Yumathe Certificate of Merger pursuant to Delaware Law. The affirmative vote of the holders of (i) a majority in voting power of the outstanding shares of Yuma Parent Common Stock outstanding on the applicable record date and (ii) two-thirds of the outstanding shares of Yuma Series A Preferred Stock outstanding on the applicable record date voting as a separate class (collectively, the “Yuma Shareholder Parent Stockholder Approval”) is the only vote of the holders of any class or series of Yuma’s Parent Capital Stock necessary to adopt or approve the Yuma Shareholder Parent Stockholder Approval Matters. There are no bonds, debentures, notes or other indebtedness of Yuma having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which the holders of Yuma Common Stock may vote. This Agreement has been duly executed and delivered by each of the Yuma Entities, Parent and Merger Sub and, assuming the due authorization, execution and delivery hereof of this Agreement by the Company, this Agreement constitutes a the valid and legally binding agreement obligation of each of the Yuma EntitiesParent and Merger Sub, enforceable against the Yuma Entities in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium except as enforceability may be limited by bankruptcy and other similar Laws affecting creditors’ rights laws and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). (b) The Yuma BoardParent’s board of directors, by resolutions duly adopted by a unanimous vote at a meeting of all directors of Yuma Parent duly called and held held, or by unanimous written consent of the board of directors of Parent, and, as of the date hereofof this Agreement, not subsequently rescinded or modified in any way, has, as of the date hereof of this Agreement (i) approved this Agreement, the Reincorporation Merger Agreement and the Merger, and determined that this Agreement and the transactions contemplated herebyParent Transactions, including the Reincorporation Merger and the Merger, are fair to, and in the best interests of, Yuma shareholdersof Parent’s stockholders, and (ii) resolved to recommend that YumaParent’s shareholders stockholders approve the Yuma Shareholder Parent Stockholder Approval Matters and directed that such matters be submitted for consideration of the shareholders stockholders of Yuma Parent at the Yuma ShareholdersParent Stockholders’ Meeting. The board of directors of each of Delaware Merger Subsidiary Sub has approved and Merger Subsidiary, at a meeting duly called and held, has unanimously approved this Agreement, the Reincorporation Merger and the Merger, as applicable. Yuma, in its capacity as the sole stockholder of Delaware Merger Subsidiary, hereby approves of declared advisable this Agreement and the Reincorporation MergerMerger and submitted this Agreement to Parent, and Delaware Merger Subsidiaryas its sole stockholder for adoption thereby. Immediately following the execution of this Agreement, Parent in its capacity as the sole stockholder of Merger SubsidiarySub, hereby approves of shall execute a written consent adopting this Agreement and the MergerAgreement. (c) The executionexecution and delivery of this Agreement by Parent and Merger Sub does not, delivery and the performance of this Agreement by each of the Yuma Entities and the consummation of the Reincorporation MergerParent or Merger Sub will not, the Merger, and the other transactions contemplated hereby do not and will not violate, (i) conflict with or result in a breach violate the certificate of any provision of, incorporation or constitute a default (bylaws of Parent 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, contractually require any offer to purchase or any prepayment of any debt, or result in the creation of any lien, security interest or encumbrance upon any of the properties or assets of Yuma under any of the terms, conditions or provisions of (i) the Governing Documents of any Yuma CompanyMerger Sub, (ii) subject to obtaining Parent Stockholder Approval and compliance with the requirements set forth in clauses (i)-(vSection 3.03(d) of Section 4.03(d) and obtaining the Yuma Shareholder Approvalbelow, conflict with or violate any statute, Law, ordinance, rule, regulation, judgment, decreeLegal Requirement, order, injunction, writ, Permit judgment or license of any court or Governmental Entity decree applicable to any of the Yuma Companies Parent or any of Merger Sub or by which their respective properties or assets, or (iii) any contract, agreement, commitment or understanding to which any Yuma Company is now a party or by which any of the Yuma Companies or any of their respective properties or assets may be are bound or affected, except as provided in Section 4.03 of the Yuma Disclosure Schedule, and other than, in the case of clauses (ii) and (iii) of this Section 4.03(c), for any such violations, conflicts, breaches, defaults, terminations, accelerations, contractual requirements conflicts or creations of liens, security interests or encumbrances violations that would not reasonably be expected, individually or in the aggregate, to have a Yuma Parent Material Adverse Effect and or would not prevent or materially delay the consummation of the Merger, or (iii) require an Acquiring Company to make any filing with or give any notice to or obtain any Consent from a Person pursuant to any Parent Contract, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or impair Parent’s rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the properties or assets of Parent pursuant to, any Parent Contract. (d) Except No consent, approval, order or authorization of, or registration, declaration or filing with any Governmental Body is required by or with respect to Parent in connection with the execution and delivery of this Agreement or the consummation of the Parent Transactions, except for (i) the filing with the SEC of a Registration Statement on Form S-4 any outstanding periodic reports due under the Securities Act by Yuma, through Delaware Merger Subsidiary, with respect to the transactions contemplated hereby (the “Registration Statement”) and applicable filings pursuant to the Exchange Act, including the filing with the SEC of Yuma’s proxy statement relating to the Yuma Shareholders’ Meeting (the “Proxy Statement/Prospectus”), (ii) the filing of the Certificate of Merger with the Secretary of State in connection with of the MergerState of Delaware, (iii) the filing of a the Proxy Statement with the SEC in accordance with the Exchange Act, (iv) the filing of Current Report Reports on Form 8-K with the SEC within four (4) Business Days business days after the execution of this Agreement and within four (4) Business Days of the Closing Date, (ivv) filings the filing of the Parent Charter Amendment with the Secretary of State and the secretary of state of the State of California Delaware in connection accordance with the Reincorporation MergerSection 5.15, and (vvii) such approvals as may be required under applicable state securities or “blue sky” Laws laws or the rules and regulations of the NYSE MKT, and except as provided in Section 4.03 of the Yuma Disclosure Schedule, no declaration, filing or registration with, or notice to, or authorization, consent or approval, ratification or permission of (any of the foregoing being a “Consent”), any Governmental Entity or authority Nasdaq or other Person is necessary applicable national securities exchange or over-the-counter market and (viii) such consents as may be required under the Antitrust Laws, in any Yuma Material Contract or otherwise for the execution and delivery of this Agreement by Yuma or Merger Subsidiary or the consummation by Yuma or Merger Subsidiary of the transactions contemplated hereby, other than such Consents which, if not made or obtained, as the case may be, would not reasonably be expected, individually or in the aggregate, to have a Yuma Material Adverse Effect and would not prevent or materially delay the consummation of the Merger. (e) The board of directors of Yuma has approved the Merger and this Agreement and the transactions contemplated hereby and thereby, and such approval is sufficient to render inapplicable to the Merger and this Agreement and the transactions contemplated hereby the anti-takeover provisions of the CCC to the extent, if any, such provisions that are applicable to the Merger, transactions contemplated by this Agreement, and the transactions contemplated hereby and thereby. No other state takeover, control share, fair price or similar statute or regulation applies to or purports to apply to Yuma with respect to the Merger, this Agreement, or the transactions contemplated hereby and thereby.

Authority; Non-Contravention; Approvals. (a) Yuma The Company has the requisite necessary corporate power and corporate authority to enter into this Agreement and, subject to Yuma Shareholder Approvalthe adoption of this Agreement by the Required Company Vote, to perform carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by Yuma of this Agreement, Agreement by the performance by Yuma of its obligations hereunder, Company and the consummation by Yuma the Company of the transactions contemplated hereby, hereby have been duly authorized by all necessary corporate action on the part of Yumathe Company, subject only to the approval adoption of the Yuma Shareholder Approval Matters this Agreement by the shareholders of Yuma. The affirmative vote of the holders of (i) a majority of the outstanding shares of Yuma Common Stock outstanding on the applicable record date and (ii) two-thirds of the outstanding shares of Yuma Series A Preferred Stock outstanding on the applicable record date voting as a separate class (collectively, the “Yuma Shareholder Approval”) is the only vote of the holders of any class or series of Yuma’s Capital Stock necessary to adopt or approve the Yuma Shareholder Approval Matters. There are no bonds, debentures, notes or other indebtedness of Yuma having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which the holders of Yuma Common Stock may voteRequired Company Vote. This Agreement has been duly and validly executed and delivered by each of the Yuma Entities, Company and, assuming the due authorization, execution and delivery hereof by Buyer and Sub, constitutes a legal, valid and binding obligation of the Company, constitutes a valid and legally binding agreement of each of the Yuma Entities, enforceable against the Yuma Entities it in accordance with its terms, subject except to the extent that the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium and reorganization or other similar Laws laws affecting the enforcement of creditors’ rights generally and remedies generally, and subject, as to enforceability, to general by principles of equityequity regarding the availability of remedies or (ii) rules of Law governing specific performance, including principles of commercial reasonableness, good faith injunctive relief and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity)other equitable remedies. (b) The Yuma BoardBoard of Directors, by resolutions duly adopted by a unanimous vote at a meeting of all directors of Yuma duly called and held and, as of the date hereof, and not subsequently rescinded or modified in any way, hashas duly (i) determined that this Agreement and the Merger are advisable, as fair to and in the best interests of the date hereof Company and its stockholders, (iii) approved this Agreement, the Reincorporation Voting Agreement and the Merger and for purposes of the MergerDGCL, including without limitation, Section 203 thereof, and determined (iii) recommended that the stockholders of the Company approve and adopt this Agreement and approve the Merger and directed that this Agreement and the transactions contemplated hereby, including the Reincorporation Merger and the Merger, are fair to, and in the best interests of, Yuma shareholders, and (ii) resolved to recommend that Yuma’s shareholders approve the Yuma Shareholder Approval Matters and directed that such matters be submitted for consideration of by the shareholders of Yuma Company’s stockholders at the Yuma Shareholders’ Company Stockholders Meeting. The board of directors of each of Delaware Merger Subsidiary and Merger Subsidiary, at a meeting duly called and held, has unanimously approved this Agreement, the Reincorporation Merger and the Merger, as applicable. Yuma, in its capacity as the sole stockholder of Delaware Merger Subsidiary, hereby approves of this Agreement and the Reincorporation Merger, and Delaware Merger Subsidiary, in its capacity as the sole stockholder of Merger Subsidiary, hereby approves of this Agreement and the Merger. (c) The executiononly votes of the holders of any class or series of capital stock of the Company necessary to approve this Agreement, delivery the Merger or any transaction contemplated by this Agreement are (i) the affirmative vote of the holders of a majority of the issued and performance outstanding Senior Preferred Stock, voting together with the holders of Company Common Stock on an as converted basis, and (ii) the affirmative vote of the holders of a majority of the Senior Preferred Stock issued and outstanding, voting as a separate class, in each case, in favor of the approval and adoption of this Agreement by each (collectively, the “Required Company Vote“). (d) The execution and delivery of the Yuma Entities and this Agreement, the consummation of the Reincorporation Merger, the Merger, and the other transactions contemplated hereby do not and the compliance by the Company with any of the provisions hereof will not violate, conflict with or result in a any violation or breach of any provision of, or constitute a default (with or an event which, with without notice or lapse of time time, or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a give rise to any right of termination termination, cancellation or acceleration or require any consent, waiver or approval under, contractually require any offer to purchase or any prepayment of any debt, or result in the creation of any lien, security interest or encumbrance upon any of the properties or assets of Yuma under any of the terms, conditions or provisions of (i) any provision of the Governing Documents organizational documents of any Yuma Companythe Company or its Subsidiaries, (ii) subject any Contract to compliance with which the requirements set forth in clauses (i)-(v) of Section 4.03(d) and obtaining the Yuma Shareholder Approval, any statute, Law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, Permit or license of any court or Governmental Entity applicable to any of the Yuma Companies Company or any of their respective properties its Subsidiaries is a party or assets, bound or to which the Company’s or any of its Subsidiaries’ property or assets are subject or (iii) any contract, agreement, commitment applicable provision of any Law by which the Company or understanding its Subsidiaries is bound or to which any Yuma Company is now a party or by which any of the Yuma Companies or any of their respective properties property or assets may be bound or affectedis subject, except as provided in Section 4.03 of the Yuma Disclosure Schedule, and other than, than in the case cases of clauses (ii) and (iii) of this Section 4.03(c), any such conflicts, violations, conflicts, breaches, breaches or defaults, terminationsor failure to obtain consents, accelerationswaivers or approvals, contractual requirements or creations of liens, security interests or encumbrances that would not reasonably be expectedwhich, individually or in the aggregate, to have a Yuma Material Adverse Effect and would not prevent or materially delay the consummation of the Merger. (d) Except for (i) the filing with the SEC of a Registration Statement on Form S-4 under the Securities Act by Yuma, through Delaware Merger Subsidiary, with respect to the transactions contemplated hereby (the “Registration Statement”) and applicable filings pursuant to the Exchange Act, including the filing with the SEC of Yuma’s proxy statement relating to the Yuma Shareholders’ Meeting (the “Proxy Statement/Prospectus”), (ii) the filing of the Certificate of Merger with the Secretary of State in connection with the Merger, (iii) the filing of a Current Report on Form 8-K with the SEC within four (4) Business Days after the execution of this Agreement and within four (4) Business Days of the Closing Date, (iv) filings with the Secretary of State and the secretary of state of the State of California in connection with the Reincorporation Merger, and (v) such approvals as may be required under applicable state securities or “blue sky” Laws or the rules and regulations of the NYSE MKT, and except as provided in Section 4.03 of the Yuma Disclosure Schedule, no declaration, filing or registration with, or notice to, or authorization, consent or approval, ratification or permission of (any of the foregoing being a “Consent”), any Governmental Entity or authority or other Person is necessary under any Yuma Material Contract or otherwise for the execution and delivery of this Agreement by Yuma or Merger Subsidiary or the consummation by Yuma or Merger Subsidiary of the transactions contemplated hereby, other than such Consents which, if not made or obtained, as the case may be, would not reasonably be expected, individually or in the aggregate, expected to have a Yuma Material Adverse Effect and would not prevent or materially delay the consummation of the MergerEffect. (e) The board of directors of Yuma has approved the Merger and this Agreement and the transactions contemplated hereby and thereby, and such approval is sufficient to render inapplicable to the Merger and this Agreement and the transactions contemplated hereby the anti-takeover provisions of the CCC to the extent, if any, such provisions are applicable to the Merger, this Agreement, and the transactions contemplated hereby and thereby. No other state takeover, control share, fair price or similar statute or regulation applies to or purports to apply to Yuma with respect to the Merger, this Agreement, or the transactions contemplated hereby and thereby.

Authority; Non-Contravention; Approvals. (a) Yuma Each of the Acquiring Companies has the requisite corporate power and authority to enter into this Agreement and, subject to Yuma Shareholder Approvalthe Parent Written Consent, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by Yuma each of the Acquiring Companies of this Agreement, the performance by Yuma each of the Acquiring Companies of its obligations hereunder, hereunder and the consummation by Yuma each of the Acquiring Companies of the transactions contemplated hereby, hereby have been duly authorized by all necessary corporate action on the part of Yumaeach of the Acquiring Companies, subject only to the approval Parent Written Consent, to adoption of this Agreement by Parent as sole stockholder of Merger Sub immediately following the execution hereof, and the filing and recordation of the Yuma Shareholder Approval Matters by the shareholders Articles of YumaMerger pursuant to Florida Law. The affirmative vote of the holders of (i) a majority in voting power of the outstanding shares of Yuma Common Parent Super Voting Stock outstanding on the applicable record date and (ii) two-thirds of the outstanding shares of Yuma Series A Preferred Stock outstanding on the applicable record date voting as a separate class (collectively, the “Yuma Shareholder ApprovalParent Requisite Vote”) is the only vote of the holders of any class or series of Yuma’s Parent Capital Stock necessary to adopt or approve the Yuma Shareholder Approval Matters. There are no bonds, debentures, notes or other indebtedness of Yuma having matters set forth in the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which the holders of Yuma Common Stock may voteParent Written Consent. This Agreement has been duly executed and delivered by each of the Yuma Entities, Acquiring Companies and, assuming the due authorization, execution and delivery hereof of this Agreement by the Company, Company this Agreement constitutes a the valid and legally binding agreement obligation of each of the Yuma EntitiesAcquiring Companies, enforceable against the Yuma Entities in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium except as enforceability may be limited by bankruptcy and other similar Laws affecting creditors’ rights laws and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). (b) The Yuma BoardParent’s board of directors, by resolutions duly adopted by unanimous vote at a meeting the written consent of all directors of Yuma duly called and held Parent’s sole director and, as of the date hereofof this Agreement, not subsequently rescinded or modified in any way, has, as of the date hereof of this Agreement (i) approved this Agreement, the Reincorporation Merger Agreement and the Merger, and determined that this Agreement and the transactions contemplated herebyby this Agreement, including the Reincorporation Merger and the Merger, are fair to, and in the best interests of, Yuma shareholdersof Parent’s stockholders, and (ii) resolved to recommend that YumaParent’s shareholders stockholders approve the Yuma Shareholder Approval Matters and directed that such matters be submitted for consideration of the shareholders of Yuma at the Yuma Shareholders’ MeetingParent Written Consent. The board of directors of each Merger Sub, by resolutions duly adopted by the written consent of Delaware Merger Subsidiary and Merger SubsidiarySub’s sole director and, at a meeting duly called and held, has unanimously approved as of the date of this Agreement, the Reincorporation Merger not subsequently rescinded or modified in any way, has approved and the Merger, as applicable. Yuma, in its capacity as the sole stockholder of Delaware Merger Subsidiary, hereby approves of declared advisable this Agreement and the Reincorporation MergerMerger and submitted this Agreement to Parent, and Delaware Merger Subsidiaryas its sole stockholder for adoption thereby. Immediately following the execution of this Agreement, Parent in its capacity as the sole stockholder of Merger SubsidiarySub, hereby approves of shall execute a written consent adopting this Agreement and the MergerAgreement. (c) The executionexecution and delivery of this Agreement by Parent and Merger Sub does not, delivery and the performance of this Agreement by each Parent or Merger Sub will not, (i) conflict with or violate the certificate of incorporation or bylaws of Parent or Merger Sub, (ii) subject to obtaining Parent Written Consent and compliance with the Yuma Entities and the consummation of the Reincorporation Merger, the Merger, and the other transactions contemplated hereby do not and will not violaterequirements set forth in Section 3.3(d) below, conflict with or violate any Legal Requirement or Order applicable to Parent or Merger Sub or by which their respective properties are bound or affected, or (iii) require an Acquiring Company to make any filing with or give any notice to or obtain any consent from a Person pursuant to any Parent Contract, result in a any breach of any provision of, or constitute a default (or an event which, that with notice or lapse of time or both, both would constitute become a default) under, or result in impair Parent’s rights or alter the termination ofrights or obligations of any third party under, or accelerate the performance required bygive to others any rights of termination, amendment, acceleration or result in a right of termination or acceleration under, contractually require any offer to purchase or any prepayment of any debtcancellation of, or result in the creation of any lien, security interest or encumbrance upon an Encumbrance on any of the properties or assets of Yuma under any of the terms, conditions or provisions of (i) the Governing Documents of any Yuma Company, (ii) subject to compliance with the requirements set forth in clauses (i)-(v) of Section 4.03(d) and obtaining the Yuma Shareholder ApprovalParent pursuant to, any statute, Law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, Permit or license of any court or Governmental Entity applicable to any of the Yuma Companies or any of their respective properties or assets, or (iii) any contract, agreement, commitment or understanding to which any Yuma Company is now a party or by which any of the Yuma Companies or any of their respective properties or assets may be bound or affected, except as provided in Section 4.03 of the Yuma Disclosure Schedule, and other than, in the case of clauses (ii) and (iii) of this Section 4.03(c), such violations, conflicts, breaches, defaults, terminations, accelerations, contractual requirements or creations of liens, security interests or encumbrances that would not reasonably be expected, individually or in the aggregate, to have a Yuma Material Adverse Effect and would not prevent or materially delay the consummation of the MergerParent Contract. (d) Except No consent, approval, Order or authorization of, or registration, declaration or filing with any Governmental Body is required by or with respect to Parent in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) the filing with the SEC of a Registration Statement on Form S-4 under the Securities Act by Yumaany consents, through Delaware Merger Subsidiaryapprovals, with respect to the transactions contemplated hereby (the “Registration Statement”) and applicable filings or authorizations required pursuant to the Exchange Act, including policies of the filing with the SEC of Yuma’s proxy statement relating to the Yuma Shareholders’ Meeting (the “Proxy Statement/Prospectus”)CSE, (ii) the filing of the Certificate Articles of Merger with the Secretary of State in connection with of the MergerState of Florida, (iii) the filing of a Current Report on Form 8-K with the SEC within four (4) Business Days after the execution of this Agreement applicable Legal Requirements and within four (4) Business Days of the Closing Date, (iv) the filings with the Secretary of State and the secretary of state of the State of California in connection with the Reincorporation Merger, and (v) such approvals as may be required under applicable state securities or “blue sky” Laws or the rules and regulations of the NYSE MKT, and except as provided in contemplated by Section 4.03 of the Yuma Disclosure Schedule, no declaration, filing or registration with, or notice to, or authorization, consent or approval, ratification or permission of (any of the foregoing being a “Consent”5.4(a), any Governmental Entity or authority or other Person is necessary under any Yuma Material Contract or otherwise for the execution and delivery of this Agreement by Yuma or Merger Subsidiary or the consummation by Yuma or Merger Subsidiary of the transactions contemplated hereby, other than such Consents which, if not made or obtained, as the case may be, would not reasonably be expected, individually or in the aggregate, to have a Yuma Material Adverse Effect and would not prevent or materially delay the consummation of the Merger. (e) The board of directors of Yuma has approved the Merger and this Agreement and the transactions contemplated hereby and thereby, and such approval is sufficient to render inapplicable to the Merger and this Agreement and the transactions contemplated hereby the anti-takeover provisions of the CCC to the extent, if any, such provisions are applicable to the Merger, this Agreement, and the transactions contemplated hereby and thereby. No other state takeover, control share, fair price or similar statute or regulation applies to or purports to apply to Yuma with respect to the Merger, this Agreement, or the transactions contemplated hereby and thereby.

Authority; Non-Contravention; Approvals. (a) Yuma The Company has the requisite corporate power and authority to enter into this Agreement and, subject to Yuma Shareholder Approval, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by Yuma the Company of this Agreement, the performance by Yuma the Company of its obligations hereunder, and the consummation by Yuma the Company of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of Yumathe Company and the Company Stockholders. There is no requirement in the Company Shareholders’ Agreement to hold a meeting of the Company Stockholders to approve this Agreement or the Merger. A Company Stockholder may transfer some or all of its Company Stock to any person in respect of a corporate merger under clause 6.4.2 of the Company Shareholders’ Agreement. 88.9% of Company Stockholders committed to selling their Company Stock in the Pre-Merger Agreement dated October 8, subject only 2019. These Company Stockholders are entitled to require the remaining Company Stockholders to dispose all of their Company Stock to the approval Merger Subsidiary pursuant to section 8.1 of the Yuma Shareholder Approval Matters by the shareholders of Yuma. The affirmative vote of the holders of (i) a majority of the outstanding shares of Yuma Common Stock outstanding on the applicable record date and (ii) two-thirds of the outstanding shares of Yuma Series A Preferred Stock outstanding on the applicable record date voting as a separate class (collectively, the “Yuma Shareholder Approval”) is the only vote of the holders of any class or series of Yuma’s Capital Stock necessary to adopt or approve the Yuma Shareholder Approval MattersCompany Shareholders’ Agreement. There are no bonds, debentures, notes or other indebtedness of Yuma the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which the holders of Yuma Common Stock Company Stockholders may vote. This Agreement has been duly executed and delivered by each of the Yuma EntitiesCompany, and, assuming the due authorization, execution and delivery hereof by the CompanySES Entities, constitutes a valid and legally binding agreement of each of the Yuma EntitiesCompany, enforceable against the Yuma Entities Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). (b) The Yuma Company Board, by resolutions duly adopted by unanimous vote at a meeting of all directors of Yuma the Company duly called and held and, as of the date hereof, not subsequently rescinded or modified in any way, has, as of the date hereof (i) approved this Agreement, the Reincorporation Merger Agreement and the Merger, and determined that this Agreement and the transactions contemplated hereby, including the Reincorporation Merger and the Merger, are fair to, and in the best interests of, Yuma shareholders, and (ii) resolved to recommend that Yuma’s shareholders approve the Yuma Shareholder Approval Matters and directed that such matters be submitted for consideration of the shareholders of Yuma at the Yuma Shareholders’ Meeting. The board of directors of each of Delaware Merger Subsidiary and Merger Subsidiary, at a meeting duly called and held, has unanimously approved this Agreement, the Reincorporation Merger and the Merger, as applicable. Yuma, in its capacity as the sole stockholder of Delaware Merger Subsidiary, hereby approves of this Agreement and the Reincorporation Merger, and Delaware Merger Subsidiary, in its capacity as the sole stockholder of Merger Subsidiary, hereby approves of this Agreement and the MergerCompany Stockholders. (c) The Except as set forth in Section 4.03(c) of the Company Disclosure Schedule, the execution, delivery and performance of this Agreement by each of the Yuma Entities Company and the consummation of the Reincorporation Merger, the Merger, Merger and the other transactions contemplated hereby do not and will not violate, conflict with 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, contractually require any offer to purchase or any prepayment of any debt, or result in the creation of any lien, security interest or encumbrance upon any of the properties or assets of Yuma the Company under any of the terms, conditions or provisions of (i) the Governing Documents of any Yuma AFE Company, (ii) subject to compliance with the requirements set forth in clauses (i)-(vi)-(iii) of Section 4.03(d) and obtaining the Yuma Shareholder Approval), any statute, Law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, Permit or license of any court or Governmental Entity applicable to any of the Yuma AFE Companies or any of their respective properties or assets, or (iii) any contract, agreement, commitment or understanding to which any Yuma the Company is now a party or by which any of the Yuma Companies Company or any of their respective its properties or assets may be bound or affected, except as provided in Section 4.03 of the Yuma Disclosure Schedule, and other than, in the case of clauses (ii) and (iii) of this Section 4.03(c), such violations, conflicts, breaches, defaults, terminations, accelerations, contractual requirements or creations of liens, security interests or encumbrances that would not reasonably be expected, individually or in the aggregate, to have a Yuma Company Material Adverse Effect and would not prevent or materially delay the consummation of the Merger. (d) Except for (i) the filing with the SEC of a Registration Statement on Form S-4 under the Securities Act by Yuma, through Delaware Merger Subsidiary, with respect to the transactions contemplated hereby (the “Registration Statement”) and applicable filings pursuant to the Exchange Act, including the filing with the SEC of Yuma’s proxy statement relating to the Yuma Shareholders’ Meeting (the “Proxy Statement/Prospectus”), (ii) the filing of the Certificate of Merger with the Secretary of State in connection with the Merger, (iii) the filing of a Current Report on Form 8-K with the SEC within four (4) Business Days after the execution of this Agreement and within four (4) Business Days lodgment of the Closing Date, (iv) filings Form 484 by the Company with the Secretary of State and the secretary of state of the State of California in connection with the Reincorporation MergerASIC, and (viv) such approvals as may be required under applicable state securities or “blue sky” Laws or the rules and regulations of the NYSE MKTNASDAQ Stock Market, and except as provided in Section 4.03 of the Yuma Company Disclosure Schedule, no declaration, filing or registration with, or notice to, or authorization, consent or approval, ratification or permission of (any of the foregoing being a “Consent”)Consent of, any Governmental Entity or authority or other Person is necessary under any Yuma Company Material Contract or otherwise for the execution and delivery of this Agreement by Yuma or Merger Subsidiary the Company or the consummation by Yuma or Merger Subsidiary the Company of the transactions contemplated hereby, other than such Consents which, if not made or obtained, as the case may be, would not reasonably be expected, individually or in the aggregate, to have a Yuma Company Material Adverse Effect and would not prevent or materially delay the consummation of the Merger. (e) The board of directors of Yuma Company Board has approved the Merger and Merger, this Agreement and the transactions contemplated hereby and thereby, and such approval is sufficient to render inapplicable to the Merger and Merger, this Agreement and the transactions contemplated hereby the anti-takeover provisions of the CCC Section 203 of DGCL to the extent, if any, such provisions are section is applicable to the Merger, this Agreement, and the transactions contemplated hereby and thereby. No other state takeover, takeover control share, fair price or similar statute or regulation applies to or purports to apply to Yuma the Company with respect to the Merger, this Agreement, Agreement or the transactions contemplated hereby and thereby.

Authority; Non-Contravention; Approvals. (a) Yuma The Company has the requisite necessary corporate power and corporate authority to enter into this Agreement and, subject to Yuma Shareholder Approvalthe adoption of this Agreement by the Required Company Vote, to perform carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by Yuma of this Agreement, Agreement by the performance by Yuma of its obligations hereunder, Company and the consummation by Yuma the Company of the transactions contemplated hereby, hereby have been duly authorized by all necessary corporate action on the part of Yumathe Company, subject only to the approval adoption of the Yuma Shareholder Approval Matters this Agreement by the shareholders of Yuma. The affirmative vote of the holders of (i) a majority of the outstanding shares of Yuma Common Stock outstanding on the applicable record date and (ii) two-thirds of the outstanding shares of Yuma Series A Preferred Stock outstanding on the applicable record date voting as a separate class (collectively, the “Yuma Shareholder Approval”) is the only vote of the holders of any class or series of Yuma’s Capital Stock necessary to adopt or approve the Yuma Shareholder Approval Matters. There are no bonds, debentures, notes or other indebtedness of Yuma having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which the holders of Yuma Common Stock may voteRequired Company Vote. This Agreement has been duly and validly executed and delivered by each of the Yuma Entities, Company and, assuming the due authorization, execution and delivery hereof by Buyer and Sub, constitutes a legal, valid and binding obligation of the Company, constitutes a valid and legally binding agreement of each of the Yuma Entities, enforceable against the Yuma Entities it in accordance with its terms, subject except to the extent that the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium and reorganization or other similar Laws laws affecting the enforcement of creditors’ rights generally and remedies generally, and subject, as to enforceability, to general by principles of equityequity regarding the availability of remedies or (ii) rules of Law governing specific performance, including principles of commercial reasonableness, good faith injunctive relief and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity)other equitable remedies. (b) The Yuma BoardBoard of Directors, by resolutions duly adopted by a unanimous vote at a meeting of all directors of Yuma duly called and held and, as of the date hereof, and not subsequently rescinded or modified in any way, hashas duly (i) determined that this Agreement and the Merger are advisable, as fair to and in the best interests of the date hereof Company and its stockholders, (iii) approved this Agreement, the Reincorporation Voting Agreement and the Merger and for purposes of the MergerDGCL, including without limitation, Section 203 thereof, and determined (iii) recommended that the stockholders of the Company approve and adopt this Agreement and approve the Merger and directed that this Agreement and the transactions contemplated hereby, including the Reincorporation Merger and the Merger, are fair to, and in the best interests of, Yuma shareholders, and (ii) resolved to recommend that Yuma’s shareholders approve the Yuma Shareholder Approval Matters and directed that such matters be submitted for consideration of by the shareholders of Yuma Company’s stockholders at the Yuma Shareholders’ Company Stockholders Meeting. The board of directors of each of Delaware Merger Subsidiary and Merger Subsidiary, at a meeting duly called and held, has unanimously approved this Agreement, the Reincorporation Merger and the Merger, as applicable. Yuma, in its capacity as the sole stockholder of Delaware Merger Subsidiary, hereby approves of this Agreement and the Reincorporation Merger, and Delaware Merger Subsidiary, in its capacity as the sole stockholder of Merger Subsidiary, hereby approves of this Agreement and the Merger. (c) The executiononly votes of the holders of any class or series of capital stock of the Company necessary to approve this Agreement, delivery the Merger or any transaction contemplated by this Agreement are (i) the affirmative vote of the holders of a majority of the issued and performance outstanding Senior Preferred Stock, voting together with the holders of Company Common Stock on an as converted basis, and (ii) the affirmative vote of the holders of a majority of the Senior Preferred Stock issued and outstanding, voting as a separate class, in each case, in favor of the approval and adoption of this Agreement by each (collectively, the “Required Company Vote”). (d) The execution and delivery of the Yuma Entities and this Agreement, the consummation of the Reincorporation Merger, the Merger, and the other transactions contemplated hereby do not and the compliance by the Company with any of the provisions hereof will not violate, conflict with or result in a any violation or breach of any provision of, or constitute a default (with or an event which, with without notice or lapse of time time, or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a give rise to any right of termination termination, cancellation or acceleration or require any consent, waiver or approval under, contractually require any offer to purchase or any prepayment of any debt, or result in the creation of any lien, security interest or encumbrance upon any of the properties or assets of Yuma under any of the terms, conditions or provisions of (i) any provision of the Governing Documents organizational documents of any Yuma Companythe Company or its Subsidiaries, (ii) subject any Contract to compliance with which the requirements set forth in clauses (i)-(v) of Section 4.03(d) and obtaining the Yuma Shareholder Approval, any statute, Law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, Permit or license of any court or Governmental Entity applicable to any of the Yuma Companies Company or any of their respective properties its Subsidiaries is a party or assets, bound or to which the Company’s or any of its Subsidiaries’ property or assets are subject or (iii) any contract, agreement, commitment applicable provision of any Law by which the Company or understanding its Subsidiaries is bound or to which any Yuma Company is now a party or by which any of the Yuma Companies or any of their respective properties property or assets may be bound or affectedis subject, except as provided in Section 4.03 of the Yuma Disclosure Schedule, and other than, than in the case cases of clauses (ii) and (iii) of this Section 4.03(c), any such conflicts, violations, conflicts, breaches, breaches or defaults, terminationsor failure to obtain consents, accelerationswaivers or approvals, contractual requirements or creations of liens, security interests or encumbrances that would not reasonably be expectedwhich, individually or in the aggregate, to have a Yuma Material Adverse Effect and would not prevent or materially delay the consummation of the Merger. (d) Except for (i) the filing with the SEC of a Registration Statement on Form S-4 under the Securities Act by Yuma, through Delaware Merger Subsidiary, with respect to the transactions contemplated hereby (the “Registration Statement”) and applicable filings pursuant to the Exchange Act, including the filing with the SEC of Yuma’s proxy statement relating to the Yuma Shareholders’ Meeting (the “Proxy Statement/Prospectus”), (ii) the filing of the Certificate of Merger with the Secretary of State in connection with the Merger, (iii) the filing of a Current Report on Form 8-K with the SEC within four (4) Business Days after the execution of this Agreement and within four (4) Business Days of the Closing Date, (iv) filings with the Secretary of State and the secretary of state of the State of California in connection with the Reincorporation Merger, and (v) such approvals as may be required under applicable state securities or “blue sky” Laws or the rules and regulations of the NYSE MKT, and except as provided in Section 4.03 of the Yuma Disclosure Schedule, no declaration, filing or registration with, or notice to, or authorization, consent or approval, ratification or permission of (any of the foregoing being a “Consent”), any Governmental Entity or authority or other Person is necessary under any Yuma Material Contract or otherwise for the execution and delivery of this Agreement by Yuma or Merger Subsidiary or the consummation by Yuma or Merger Subsidiary of the transactions contemplated hereby, other than such Consents which, if not made or obtained, as the case may be, would not reasonably be expected, individually or in the aggregate, expected to have a Yuma Material Adverse Effect and would not prevent or materially delay the consummation of the MergerEffect. (e) The board of directors of Yuma has approved the Merger and this Agreement and the transactions contemplated hereby and thereby, and such approval is sufficient to render inapplicable to the Merger and this Agreement and the transactions contemplated hereby the anti-takeover provisions of the CCC to the extent, if any, such provisions are applicable to the Merger, this Agreement, and the transactions contemplated hereby and thereby. No other state takeover, control share, fair price or similar statute or regulation applies to or purports to apply to Yuma with respect to the Merger, this Agreement, or the transactions contemplated hereby and thereby.

Authority; Non-Contravention; Approvals. (a) Yuma Company has the requisite corporate power and authority to enter into this Agreement and, subject to Yuma Shareholder Company Stockholder Approval, to perform its obligations hereunder and to consummate the transactions contemplated herebyContemplated Transactions. The execution and delivery by Yuma of this AgreementAgreement by Company, the performance by Yuma Company of its obligations hereunder, hereunder and the consummation by Yuma Company of the transactions contemplated hereby, Contemplated Transactions have been duly authorized by all necessary corporate action on the part of YumaCompany, subject only to the approval of the Yuma Shareholder Approval Matters by the shareholders of YumaCompany Stockholder Approval. The affirmative vote of the holders of (i) a majority of the outstanding shares of Yuma Common Stock outstanding on the applicable record date and (ii) two-thirds of the outstanding shares of Yuma Series A Preferred Stock outstanding on the applicable record date voting as a separate class (collectively, the “Yuma Shareholder Approval”) Company Stockholder Approval Threshold is the only vote of the holders of any class or series of Yuma’s Capital Company Common Stock necessary to adopt or approve the Yuma Shareholder Company Stockholder Approval MattersMatters (collectively, “Company Stockholder Approval”). There are Except for Company Stockholder Approval, no bondsother corporate proceeding on the part of Company is necessary to authorize the adoption, debenturesexecution, notes delivery and performance of this Agreement or other indebtedness of Yuma having to consummate the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which the holders of Yuma Common Stock may voteAcquisition. This Agreement has been duly executed and delivered by each of the Yuma Entities, Company and, assuming the due authorization, execution and delivery hereof by F-Star and Sellers, constitutes the valid and binding obligation of Company, constitutes a valid and legally binding agreement of each of the Yuma Entities, enforceable against the Yuma Entities in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws other laws affecting creditors’ rights generally and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). (b) The Yuma BoardCompany’s board of directors, by resolutions duly adopted by unanimous vote at a meeting of all directors of Yuma Company duly called and held and, as of the date hereof, not subsequently rescinded or modified in any way, has, as of the date hereof (i) approved approved, adopted and declared advisable this Agreement, the Reincorporation Merger Agreement and the MergerAcquisition, and determined that this Agreement and the transactions contemplated herebyContemplated Transactions, including the Reincorporation Merger and the MergerAcquisition, are fair to, to and in the best interests of, Yuma shareholdersof the Company Stockholders, and (ii) approved the Company Stockholder Approval Matters that require board approval and resolved to recommend that Yuma’s shareholders the Company Stockholders approve the Yuma Shareholder Company Stockholder Approval Matters Matters, and directed that such matters be submitted for consideration of the shareholders of Yuma at the Yuma Shareholders’ Meeting. The board of directors of each of Delaware Merger Subsidiary and Merger Subsidiary, at a meeting duly called and held, has unanimously approved this Agreement, the Reincorporation Merger and the Merger, as applicable. Yuma, in its capacity as the sole stockholder of Delaware Merger Subsidiary, hereby approves of this Agreement and the Reincorporation Merger, and Delaware Merger Subsidiary, in its capacity as the sole stockholder of Merger Subsidiary, hereby approves of this Agreement and the MergerCompany Stockholders. (c) The executionexecution and delivery of this Agreement by Company does not, delivery and the performance of this Agreement by each Company will not, (i) conflict with or violate the Organizational Documents of any Acquiring Company, (ii) subject to obtaining the Yuma Entities Company Stockholder Approval and compliance with the consummation of the Reincorporation Merger, the Merger, and the other transactions contemplated hereby do not and will not violaterequirements set forth in Section 3.3(d) below, conflict with or violate any Legal Requirement applicable to the Acquiring Companies or by which its or any of their respective properties are bound or affected, or (iii) require an Acquiring Company to make any filing with or give any notice to a Person or to obtain any Consent from a Person, or result in a any breach of any provision of, or constitute a default (or an event which, that with notice or lapse of time or both, both would constitute become a default) under, or result in impair Company’s rights or alter the termination rights or obligations of any third party under, or give to others any rights of termination, amendment, (d) No consent, approval, order or authorization of, or accelerate the performance registration, declaration or filing with, any Governmental Body is required by, by or result with respect to Company in a right of termination or acceleration under, contractually require any offer to purchase or any prepayment of any debt, or result in the creation of any lien, security interest or encumbrance upon any of the properties or assets of Yuma under any of the terms, conditions or provisions of (i) the Governing Documents of any Yuma Company, (ii) subject to compliance connection with the requirements set forth in clauses (i)-(v) of Section 4.03(d) execution and obtaining the Yuma Shareholder Approval, any statute, Law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, Permit or license of any court or Governmental Entity applicable to any of the Yuma Companies or any of their respective properties or assets, or (iii) any contract, agreement, commitment or understanding to which any Yuma Company is now a party or by which any of the Yuma Companies or any of their respective properties or assets may be bound or affected, except as provided in Section 4.03 of the Yuma Disclosure Schedule, and other than, in the case of clauses (ii) and (iii) delivery of this Section 4.03(c), such violations, conflicts, breaches, defaults, terminations, accelerations, contractual requirements Agreement or creations of liens, security interests or encumbrances that would not reasonably be expected, individually or in the aggregate, to have a Yuma Material Adverse Effect and would not prevent or materially delay the consummation of the Merger. (d) Except Contemplated Transactions, except for (i) the filing with the SEC of a Registration Statement on Form S-4 under the Securities Act filings contemplated by Yuma, through Delaware Merger Subsidiary, with respect to the transactions contemplated hereby (the “Registration Statement”) and applicable filings pursuant to the Exchange Act, including the filing with the SEC of Yuma’s proxy statement relating to the Yuma Shareholders’ Meeting (the “Proxy Statement/Prospectus”Section 6.4(a), (ii) the filing of the Certificate of Merger with the Secretary of State in connection with the Merger, (iii) the filing of a Current Report Reports on Form 8-K with the SEC within four (4) Business Days after the execution of this Agreement and within four (4) Business Days of the Closing Date, (iv) filings with the Secretary of State and the secretary of state of the State of California in connection with the Reincorporation Merger, and (viii) such approvals as may be required under applicable state securities or “blue sky” Laws laws or the rules and regulations of the NYSE MKT, and except as provided in Section 4.03 of the Yuma Disclosure Schedule, no declaration, filing or registration with, or notice to, or authorization, consent or approval, ratification or permission of (any of the foregoing being a “Consent”), any Governmental Entity or authority or other Person is necessary under any Yuma Material Contract or otherwise for the execution and delivery of this Agreement by Yuma or Merger Subsidiary or the consummation by Yuma or Merger Subsidiary of the transactions contemplated hereby, other than such Consents which, if not made or obtained, as the case may be, would not reasonably be expected, individually or in the aggregate, to have a Yuma Material Adverse Effect and would not prevent or materially delay the consummation of the MergerNasdaq. (e) The board of directors of Yuma has approved the Merger and this Agreement and the transactions contemplated hereby and thereby, and such approval is sufficient to render inapplicable to the Merger and this Agreement and the transactions contemplated hereby the anti-takeover provisions of the CCC to the extent, if any, such provisions are applicable to the Merger, this Agreement, and the transactions contemplated hereby and thereby. No other state takeover, control share, fair price or similar statute or regulation applies to or purports to apply to Yuma with respect to the Merger, this Agreement, or the transactions contemplated hereby and thereby.

Authority; Non-Contravention; Approvals. (a) Yuma SCG and each of the SCG Subsidiaries has the requisite full power, corporate power or otherwise, and authority to enter into this Agreement and the Related Agreements to which it is a party and, subject to Yuma Shareholder ApprovalSCG Shareholders' Approval and SCG Required Statutory Approvals, to perform its obligations hereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery by Yuma of this Agreement, Agreement and the performance by Yuma of its obligations hereunderRelated Agreements to which they are parties, and the consummation by Yuma SCG and the SCG Subsidiaries of the transactions contemplated herebyhereby and thereby, have been duly authorized by all necessary the SCG Board and the board of the relevant SCG Subsidiary, and no other corporate action proceedings on the part of Yuma, subject only SCG or either SCG Subsidiary are necessary to authorize the approval execution and delivery of this Agreement or the Related Agreements and the consummation by SCG and the SCG Subsidiaries of the Yuma Shareholder transactions contemplated hereby and thereby, except for SCG Shareholders' Approval Matters by and the shareholders obtaining of Yuma. The affirmative vote of the holders of (i) a majority of the outstanding shares of Yuma Common Stock outstanding on the applicable record date and (ii) two-thirds of the outstanding shares of Yuma Series A Preferred Stock outstanding on the applicable record date voting as a separate class (collectively, the “Yuma Shareholder Approval”) is the only vote of the holders of any class or series of Yuma’s Capital Stock necessary to adopt or approve the Yuma Shareholder Approval Matters. There are no bonds, debentures, notes or other indebtedness of Yuma having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which the holders of Yuma Common Stock may voteSCG Required Statutory Approvals. This Agreement has been duly and validly executed and delivered by each of the Yuma EntitiesSCG, and, assuming the due authorization, execution and delivery hereof by the CompanySCI, constitutes a valid and legally binding agreement of each of the Yuma Entities, SCG enforceable against the Yuma Entities SCG in accordance with its terms, except that such enforcement may be subject to applicable (i) bankruptcy, insolvency, reorganization, moratorium and or other similar Laws laws affecting or relating to enforcement of creditors’ ' rights and remedies generally, (ii) general equitable principles and subject(iii) to the extent this Agreement or any of the Related Agreements contains indemnification provisions for violations of federal or state securities laws, as to enforceabilityenforceability of such provisions may be limited under federal and state securities laws. As of the date of this Agreement, to general principles neither of equitythe SCG Subsidiaries is in violation of its charter, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law bylaws or in equity)other organizational documents. (b) The Yuma Board, by resolutions duly adopted by unanimous vote at a meeting of all directors of Yuma duly called execution and held and, as of the date hereof, not subsequently rescinded or modified in any way, has, as of the date hereof (i) approved this Agreement, the Reincorporation Merger and the Merger, and determined that this Agreement and the transactions contemplated hereby, including the Reincorporation Merger and the Merger, are fair to, and in the best interests of, Yuma shareholders, and (ii) resolved to recommend that Yuma’s shareholders approve the Yuma Shareholder Approval Matters and directed that such matters be submitted for consideration of the shareholders of Yuma at the Yuma Shareholders’ Meeting. The board of directors of each of Delaware Merger Subsidiary and Merger Subsidiary, at a meeting duly called and held, has unanimously approved this Agreement, the Reincorporation Merger and the Merger, as applicable. Yuma, in its capacity as the sole stockholder of Delaware Merger Subsidiary, hereby approves delivery of this Agreement and the Reincorporation Merger, Related Agreements by SCG and Delaware Merger each SCG Subsidiary, in its capacity as to the sole stockholder of Merger Subsidiaryextent it is a party thereto, hereby approves of this Agreement and the Merger. (c) The executiondo not, delivery and performance of this Agreement by each of the Yuma Entities and the consummation by SCG and the SCG Subsidiaries of the Reincorporation Merger, the Merger, and the other transactions contemplated hereby do not and thereby will not not, violate, conflict with 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, contractually require any offer to purchase or any prepayment of any debt, or result in the creation of any lien, security interest interest, charge or encumbrance upon any of the properties or assets of Yuma either of the SCG Subsidiaries under any of the terms, conditions or provisions of (i) the Governing Documents subject to obtaining SCG Shareholders' Approval, SCG's or such SCG Subsidiary's articles of any Yuma Companyincorporation or bylaws, (ii) subject to compliance with the requirements set forth in clauses (i)-(v) of Section 4.03(d) obtaining SCG Required Statutory Approvals and obtaining the Yuma Shareholder SCG Shareholders' Approval, any statute, Lawlaw, ordinance, rule, regulation, judgment, decree, order, injunction, writ, Permit permit or license of any court or Governmental Entity governmental authority applicable to SCG or either SCG Subsidiary or any of the Yuma Companies or any assets of their respective properties or assetseither of the SCG Subsidiaries, or (iii) the certificate of incorporation or bylaws of an SCG Subsidiary or (iv) except as set forth on Schedule 4.4(b) hereto, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, agreementlease or other instrument, commitment obligation or understanding agreement of any kind to which any Yuma Company SCG or either SCG Subsidiary is now a party or by which SCG or either SCG Subsidiary or any of the Yuma Companies or any assets of their respective properties or assets either of the SCG Subsidiaries may be bound or affectedbound, except as provided in Section 4.03 of excluding from the Yuma Disclosure Schedule, and other than, in the case of foregoing clauses (ii) and (iiiiv) of this Section 4.03(c), such violations, conflicts, breaches, defaults, terminations, accelerations, contractual requirements accelerations or creations of liens, security interests interests, charges or encumbrances that would not reasonably be expectednot, individually or in the aggregate, be reasonably expected to have a Yuma Material Adverse Effect and would not prevent material adverse effect on the business, operations, properties, assets, condition (financial or materially delay the consummation other), results of operations or prospects of either of the MergerSCG Subsidiaries. (dc) Except for (i) the filing of the Proxy Statement and the SCG Warrant Registration Statement with the SEC of a Registration Statement on Form S-4 under Commission pursuant to the Securities Act by Yuma, through Delaware Merger Subsidiary, with respect to the transactions contemplated hereby (the “Registration Statement”) and applicable filings pursuant to the Exchange Act, including and the filing declaration of the effectiveness of the SCG Warrant Registration Statement by the Commission and filings with the SEC of Yuma’s proxy statement relating to the Yuma Shareholders’ Meeting (the “Proxy Statement/Prospectus”)various state blue sky authorities, (ii) the filing of the Certificate of Merger with the Secretary of State in connection with the Merger, any required filings by SCG or an SCG Subsidiary pursuant to Section 2.1 and (iii) any required filings by SCG of amendments to its articles of incorporation (the filing of a Current Report on Form 8-K with filings and approvals referred to in clauses (i) through (iii) are collectively referred to as the SEC within four (4) Business Days after the execution of this Agreement and within four (4) Business Days of the Closing Date, (iv) filings with the Secretary of State and the secretary of state of the State of California in connection with the Reincorporation Merger, and (v) such approvals as may be required under applicable state securities or “blue sky” Laws or the rules and regulations of the NYSE MKT, and except as provided in Section 4.03 of the Yuma Disclosure Schedule"SCG Required Statutory Approvals"), no declaration, filing or registration with, or notice to, or authorization, consent or approval, ratification or permission of (any of the foregoing being a “Consent”)approval of, any Governmental Entity governmental or regulatory body or authority or other Person is necessary under any Yuma Material Contract or otherwise for the execution and delivery of this Agreement and the Related Agreements by Yuma SCG or Merger either SCG Subsidiary or the consummation by Yuma SCG or Merger either SCG Subsidiary of the transactions contemplated herebyhereby or thereby, other than such Consents declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not reasonably be expectednot, individually or in the aggregate, be reasonably expected to have a Yuma Material Adverse Effect and would not prevent material adverse effect on the business, operations, properties, assets, condition (financial or materially delay the consummation other), results of operations or prospects of either of the MergerSCG Subsidiaries. (e) The board of directors of Yuma has approved the Merger and this Agreement and the transactions contemplated hereby and thereby, and such approval is sufficient to render inapplicable to the Merger and this Agreement and the transactions contemplated hereby the anti-takeover provisions of the CCC to the extent, if any, such provisions are applicable to the Merger, this Agreement, and the transactions contemplated hereby and thereby. No other state takeover, control share, fair price or similar statute or regulation applies to or purports to apply to Yuma with respect to the Merger, this Agreement, or the transactions contemplated hereby and thereby.

Authority; Non-Contravention; Approvals. (a) Yuma Parent has the requisite corporate power and authority to enter into this Agreement and, subject to Yuma Shareholder Approvalthe Parent Written Consent, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by Yuma Parent of this Agreement, the performance by Yuma Parent of its obligations hereunder, hereunder and the consummation by Yuma Parent of the transactions contemplated hereby, hereby have been duly authorized by all necessary corporate action on the part of YumaParent and Merger Sub, subject only to the approval Parent Written Consent, to adoption of this Agreement by Parent as sole stockholder of Merger Sub immediately following the execution hereof, and the filing and recordation of the Yuma Shareholder Approval Matters by the shareholders Certificate of YumaMerger pursuant to Delaware Law. The affirmative vote of the holders of (i) a majority in voting power of the outstanding shares of Yuma Parent Common Stock outstanding on the applicable record date and (ii) two-thirds of the outstanding shares of Yuma Series A Preferred Stock outstanding on the applicable record date voting as a separate class (collectively, the “Yuma Shareholder ApprovalParent Requisite Vote”) is the only vote of the holders of any class or series of Yuma’s Parent Capital Stock necessary to adopt or approve the Yuma Shareholder Approval Matters. There are no bonds, debentures, notes or other indebtedness of Yuma having matters set forth in the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which the holders of Yuma Common Stock may voteParent Written Consent. This Agreement has been duly executed and delivered by each of the Yuma Entities, Parent and Merger Sub and, assuming the due authorization, execution and delivery hereof of this Agreement by the Company, Company this Agreement constitutes a the valid and legally binding agreement obligation of each of the Yuma EntitiesParent and Merger Sub, enforceable against the Yuma Entities in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium except as enforceability may be limited by bankruptcy and other similar Laws affecting creditors’ rights laws and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). (b) The Yuma BoardParent’s board of directors, by resolutions duly adopted by unanimous vote at a meeting the written consent of all directors of Yuma duly called and held Parent’s sole director and, as of the date hereofof this Agreement, not subsequently rescinded or modified in any way, has, as of the date hereof of this Agreement (i) approved this Agreement, the Reincorporation Merger Agreement and the Merger, and determined that this Agreement and the transactions contemplated herebyby this Agreement, including the Reincorporation Merger and the Merger, are fair to, and in the best interests of, Yuma shareholdersof Parent’s stockholders, and (ii) resolved to recommend that YumaParent’s shareholders stockholders approve the Yuma Shareholder Approval Matters and directed that such matters be submitted for consideration of the shareholders of Yuma at the Yuma Shareholders’ MeetingParent Written Consent. The board of directors of each Merger Sub, by resolutions duly adopted by the written consent of Delaware Merger Subsidiary and Merger SubsidiarySub’s sole director and, at a meeting duly called and held, has unanimously approved as of the date of this Agreement, the Reincorporation Merger not subsequently rescinded or modified in any way, has approved and the Merger, as applicable. Yuma, in its capacity as the sole stockholder of Delaware Merger Subsidiary, hereby approves of declared advisable this Agreement and the Reincorporation MergerMerger and submitted this Agreement to Parent, and Delaware Merger Subsidiaryas its sole stockholder for adoption thereby. Immediately following the execution of this Agreement, Parent in its capacity as the sole stockholder of Merger SubsidiarySub, hereby approves of shall execute a written consent adopting this Agreement and the MergerAgreement. (c) The executionexecution and delivery of this Agreement by Parent and Merger Sub does not, delivery and the performance of this Agreement by each Parent or Merger Sub will not, (i) conflict with or violate the certificate of incorporation or bylaws of Parent or Merger Sub, (ii) subject to obtaining Parent Written Consent and compliance with the Yuma Entities and the consummation of the Reincorporation Merger, the Merger, and the other transactions contemplated hereby do not and will not violaterequirements set forth in Section 3.3(d) below, conflict with or violate any Legal Requirement or Order applicable to Parent or Merger Sub or by which their respective properties are bound or affected, or (iii) require an Acquiring Company to make any filing with or give any notice to or obtain any consent from a Person pursuant to any Parent Contract, result in a any breach of any provision of, or constitute a default (or an event which, that with notice or lapse of time or both, both would constitute become a default) under, or result in impair Parent’s rights or alter the termination ofrights or obligations of any third party under, or accelerate the performance required bygive to others any rights of termination, amendment, acceleration or result in a right of termination or acceleration under, contractually require any offer to purchase or any prepayment of any debtcancellation of, or result in the creation of any lien, security interest or encumbrance upon an Encumbrance on any of the properties or assets of Yuma under any of the terms, conditions or provisions of (i) the Governing Documents of any Yuma Company, (ii) subject to compliance with the requirements set forth in clauses (i)-(v) of Section 4.03(d) and obtaining the Yuma Shareholder ApprovalParent pursuant to, any statute, Law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, Permit or license of any court or Governmental Entity applicable to any of the Yuma Companies or any of their respective properties or assets, or (iii) any contract, agreement, commitment or understanding to which any Yuma Company is now a party or by which any of the Yuma Companies or any of their respective properties or assets may be bound or affected, except as provided in Section 4.03 of the Yuma Disclosure Schedule, and other than, in the case of clauses (ii) and (iii) of this Section 4.03(c), such violations, conflicts, breaches, defaults, terminations, accelerations, contractual requirements or creations of liens, security interests or encumbrances that would not reasonably be expected, individually or in the aggregate, to have a Yuma Material Adverse Effect and would not prevent or materially delay the consummation of the MergerParent Contract. (d) Except No consent, approval, Order or authorization of, or registration, declaration or filing with any Governmental Body is required by or with respect to Parent in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) the filing with the SEC of a Registration Statement on Form S-4 any outstanding periodic reports due under the Securities Act by Yuma, through Delaware Merger Subsidiary, with respect to the transactions contemplated hereby (the “Registration Statement”) and applicable filings pursuant to the Exchange Act, including the filing with the SEC of Yuma’s proxy statement relating to the Yuma Shareholders’ Meeting (the “Proxy Statement/Prospectus”), (ii) the filing of the Certificate of Merger with the Secretary of State in connection with of the MergerState of Delaware, (iii) the filing of a Current Report Reports on Form 8-K with the SEC within four business (4as determined under applicable SEC Legal Requirements) Business Days days after the execution of this Agreement and within four (4) Business Days of the Closing Date, (iv) filings the filing of an Amended and Restated Charter with the Secretary of State and the secretary of state of the State of California in connection with the Reincorporation MergerNevada, and (v) such approvals as may be required under applicable state securities or “blue sky” Laws laws or the rules and regulations of the NYSE MKTOTCQB Market, and except as provided in (vi) the filings contemplated by Section 4.03 of the Yuma Disclosure Schedule, no declaration, filing or registration with, or notice to, or authorization, consent or approval, ratification or permission of (any of the foregoing being a “Consent”5.4(a), any Governmental Entity or authority or other Person is necessary under any Yuma Material Contract or otherwise for the execution and delivery of this Agreement by Yuma or Merger Subsidiary or the consummation by Yuma or Merger Subsidiary of the transactions contemplated hereby, other than such Consents which, if not made or obtained, as the case may be, would not reasonably be expected, individually or in the aggregate, to have a Yuma Material Adverse Effect and would not prevent or materially delay the consummation of the Merger. (e) The board of directors of Yuma has approved the Merger and this Agreement and the transactions contemplated hereby and thereby, and such approval is sufficient to render inapplicable to the Merger and this Agreement and the transactions contemplated hereby the anti-takeover provisions of the CCC to the extent, if any, such provisions are applicable to the Merger, this Agreement, and the transactions contemplated hereby and thereby. No other state takeover, control share, fair price or similar statute or regulation applies to or purports to apply to Yuma with respect to the Merger, this Agreement, or the transactions contemplated hereby and thereby.

Authority; Non-Contravention; Approvals. (a) Yuma Company has the requisite corporate power and authority to enter into this Agreement and, subject to Yuma Company Shareholder Approval, to perform its obligations hereunder and and, assuming the approval of the Company Shareholder Approval Matters, to consummate the transactions contemplated hereby, including the Exchange. The execution and delivery by Yuma of this AgreementAgreement by Company, the performance by Yuma Company of its obligations hereunder, hereunder and the consummation by Yuma Company of the transactions contemplated hereby, hereby have been duly and validly authorized by all necessary corporate action on the part of YumaCompany, subject only to the approval of the Yuma Company Shareholder Approval. The Company Shareholder Approval Matters by the shareholders of Yuma. The affirmative vote of the holders of (i) a majority of the outstanding shares of Yuma Common Stock outstanding on the applicable record date and (ii) two-thirds of the outstanding shares of Yuma Series A Preferred Stock outstanding on the applicable record date voting as a separate class (collectively, the “Yuma Shareholder Approval”) Threshold is the only vote of the holders of any class or series of Yuma’s Capital Stock Company Common Shares necessary to adopt or approve the Yuma Company Shareholder Approval MattersMatters (collectively, “Company Shareholder Approval”). There are no bondsNo Company Shareholder is entitled to any dissenters’ rights, debentures, notes or other indebtedness of Yuma having the right to vote (or convertible intoappraisal rights, or exchangeable for, securities having any comparable rights as a result of the right to vote) on any matters on which the holders of Yuma Common Stock may voteExchange under applicable Legal Requirements. This Agreement has been duly and validly executed and delivered by each of the Yuma Entities, Company and, assuming the due authorization, execution and delivery hereof of this Agreement by Contributor, constitutes the valid and binding obligation of Company, constitutes a valid and legally binding agreement of each of the Yuma Entities, enforceable against the Yuma Entities in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). (b) The Yuma BoardCompany’s board of directors, by resolutions duly adopted by unanimous vote at a meeting of all directors of Yuma duly called and held and, as of the date hereof, not subsequently rescinded or modified in any way, has, as of the date hereof Company has (i) approved approved, adopted and declared advisable this Agreement, the Reincorporation Merger Agreement and the MergerExchange, and determined that this Agreement and the transactions contemplated herebyby this Agreement, including the Reincorporation Merger and the MergerExchange, are fair to, to and in the best interests of, Yuma shareholdersof the Company, and (ii) resolved to recommend that Yuma’s shareholders approve approved the Yuma Company Shareholder Approval Matters that require board approval, including (1) the Company Charter Amendment to effect an increase in the number of authorized Company Common Shares to 115,000,000 Company Common Shares, a change of the name of Company to “Skyline Champion Corporation” and duly proposed to the Company Shareholders entitled to vote in respect of the Company Charter Amendment that such provisions of the Company Charter Amendment be adopted at the Company Shareholders’ Meeting, and (2) the Exchange Share Issuance, (iii) recommended that the Company Shareholders approve the Company Shareholder Approval Matters, and directed that such matters be submitted for consideration of the shareholders of Yuma at Company Shareholders and (iv) approved and adopted the Yuma Shareholders’ Meeting. The board of directors of each of Delaware Merger Subsidiary and Merger Subsidiary, at a meeting duly called and held, has unanimously approved this Agreement, the Reincorporation Merger and the Merger, as applicable. Yuma, in its capacity as the sole stockholder of Delaware Merger Subsidiary, hereby approves of this Agreement and the Reincorporation Merger, and Delaware Merger Subsidiary, in its capacity as the sole stockholder of Merger Subsidiary, hereby approves of this Agreement and the MergerCompany Bylaw Amendment. (c) The executionexecution and delivery of this Agreement by Company does not, delivery and the performance of this Agreement by each of the Yuma Entities and the consummation of the Reincorporation MergerCompany will not, the Merger, and the other transactions contemplated hereby do not and will not violate, (i) conflict with 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 violate the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, contractually require any offer to purchase or any prepayment of any debt, or result in the creation of any lien, security interest or encumbrance upon any of the properties or assets of Yuma under any of the terms, conditions or provisions of (i) the Governing Organizational Documents of any Yuma Group Company, (ii) subject to obtaining the Company Shareholder Approval and compliance with the requirements set forth in clauses (i)-(vSection 3.3(d) of Section 4.03(d) and obtaining the Yuma Shareholder Approvalbelow, conflict with or violate any statute, Law, ordinance, rule, regulation, judgment, decreeLegal Requirement, order, injunction, writ, Permit judgment or license of any court or Governmental Entity applicable to any of the Yuma Companies or any of their respective properties or assets, or (iii) any contract, agreement, commitment or understanding to which any Yuma Company is now a party or by decree upon which any of the Yuma Companies properties of Company or any of their respective properties or assets may be Group Company are bound or affected, except as provided in Section 4.03 of the Yuma Disclosure Schedule, and other than, in the case of clauses (ii) and (iii) of this Section 4.03(c), for any such violations, conflicts, breaches, defaults, terminations, accelerations, contractual requirements conflicts or creations of liens, security interests or encumbrances violations that would not reasonably be expectednot, individually or in the aggregate, to have a Yuma Company Material Adverse Effect and or would not prevent or materially delay the consummation of the MergerExchange, or (iii) except for the matters set forth in Section 3.3(d) below, require a Group Company to make any filing with or give any notice to a Person, or to obtain any Consent from a Person, or result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or impair Company’s rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of an Encumbrance on any of the properties or assets of the Group Companies pursuant to, any Company Contract to which a Group Company is a party or by which any Group Company or any of its properties are bound or affected (except, for purposes of this clause (iii), as would not, individually or in the aggregate, have a Company Material Adverse Effect or prevent or materially delay the Exchange). As of the Closing Date, the provisions of the Control Share Acquisition law of the Indiana Business Corporation Law will not be applicable to the Company or the Exchange. (d) Except No material consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Body is required by or with respect to Company in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) the filing of the Proxy Statement with the SEC of a Registration Statement on Form S-4 under the Securities Act by Yuma, through Delaware Merger Subsidiary, in accordance with respect to the transactions contemplated hereby (the “Registration Statement”) and applicable filings pursuant to the Exchange Act, including the filing with the SEC of Yuma’s proxy statement relating to the Yuma Shareholders’ Meeting (the “Proxy Statement/Prospectus”), (ii) the filing of the Certificate of Merger with the Secretary of State in connection with the Mergerany filings contemplated by Section 5.4(a), (iii) the filing of a Current Report Reports on Form 8-K with the SEC within four (4) Business Days after the execution of this Agreement and within four (4) Business Days of the Closing Date, (iv) filings with the Secretary of State and the secretary of state of the State of California in connection with the Reincorporation Merger, and (v) such approvals as may be required under applicable state securities or “blue sky” Laws laws or the rules and regulations of the NYSE MKT, and except as provided in Section 4.03 of the Yuma Disclosure Schedule, no declaration, filing or registration with, or notice to, or authorization, consent or approval, ratification or permission of (any of the foregoing being a “Consent”), any Governmental Entity or authority or other Person is necessary under any Yuma Material Contract or otherwise for the execution and delivery of this Agreement by Yuma or Merger Subsidiary or the consummation by Yuma or Merger Subsidiary of the transactions contemplated hereby, other than such Consents which, if not made or obtained, as the case may be, would not reasonably be expected, individually or in the aggregate, to have a Yuma Material Adverse Effect and would not prevent or materially delay the consummation of the MergerNYSE. (e) The board of directors of Yuma has approved the Merger and this Agreement and the transactions contemplated hereby and thereby, and such approval is sufficient to render inapplicable to the Merger and this Agreement and the transactions contemplated hereby the anti-takeover provisions of the CCC to the extent, if any, such provisions are applicable to the Merger, this Agreement, and the transactions contemplated hereby and thereby. No other state takeover, control share, fair price or similar statute or regulation applies to or purports to apply to Yuma with respect to the Merger, this Agreement, or the transactions contemplated hereby and thereby.

Authority; Non-Contravention; Approvals. (a) Yuma Company has the requisite corporate power and authority to enter into this Agreement and, subject to Yuma Shareholder Company Stockholder Approval, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by Yuma of this AgreementAgreement by Company, the performance by Yuma Company of its obligations hereunder, hereunder and the consummation by Yuma Company of the transactions contemplated hereby, hereby have been duly authorized by all necessary corporate action on the part of YumaCompany, subject only to the approval of the Yuma Shareholder Approval Matters by the shareholders of YumaCompany Stockholder Approval. The affirmative vote of the holders of (i) a majority of the outstanding shares of Yuma Common Stock outstanding on the applicable record date and (ii) two-thirds of the outstanding shares of Yuma Series A Preferred Stock outstanding on the applicable record date voting as a separate class (collectively, the “Yuma Shareholder Approval”) Company Stockholder Approval Threshold is the only vote of the holders of any class or series of Yuma’s Capital Company Common Stock necessary to adopt or approve the Yuma Shareholder Company Stockholder Approval Matters. There are no bondsMatters (collectively, debentures, notes or other indebtedness of Yuma having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which the holders of Yuma Common Stock may vote“Company Stockholder Approval”). This Agreement has been duly executed and delivered by each of the Yuma Entities, Company and, assuming the due authorization, execution and delivery hereof by Albireo and Sellers, constitutes the valid and binding obligation of Company, constitutes a valid and legally binding agreement of each of the Yuma Entities, enforceable against the Yuma Entities in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws other laws affecting creditors’ rights generally and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). (b) The Yuma BoardCompany’s board of directors, by resolutions duly adopted by unanimous vote at a meeting of all directors of Yuma Company duly called and held and, as of the date hereofof this Agreement, not subsequently rescinded or modified in any way, has, as of the date hereof of this Agreement (i) approved approved, adopted and declared advisable this Agreement, the Reincorporation Merger Agreement and the MergerAcquisition, and determined that this Agreement and the transactions contemplated herebyby this Agreement, including the Reincorporation Merger and the MergerAcquisition, are fair to, to and in the best interests of, Yuma shareholdersof the Company Stockholders, and (ii) approved the Company Stockholder Approval Matters that require board approval and resolved to recommend that Yuma’s shareholders the Company Stockholders approve the Yuma Shareholder Company Stockholder Approval Matters Matters, and directed that such matters be submitted for consideration of the shareholders of Yuma at the Yuma Shareholders’ Meeting. The board of directors of each of Delaware Merger Subsidiary and Merger Subsidiary, at a meeting duly called and held, has unanimously approved this Agreement, the Reincorporation Merger and the Merger, as applicable. Yuma, in its capacity as the sole stockholder of Delaware Merger Subsidiary, hereby approves of this Agreement and the Reincorporation Merger, and Delaware Merger Subsidiary, in its capacity as the sole stockholder of Merger Subsidiary, hereby approves of this Agreement and the MergerCompany Stockholders. (c) The executionexecution and delivery of this Agreement by Company does not, delivery and the performance of this Agreement by each of the Yuma Entities and the consummation of the Reincorporation MergerCompany will not, the Merger, and the other transactions contemplated hereby do not and will not violate, (i) conflict with 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 violate the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, contractually require any offer to purchase or any prepayment of any debt, or result in the creation of any lien, security interest or encumbrance upon any of the properties or assets of Yuma under any of the terms, conditions or provisions of (i) the Governing Organizational Documents of any Yuma Acquiring Company, (ii) subject to obtaining the Company Stockholder Approval and compliance with the requirements set forth in clauses (i)-(vSection 3.3(d) of Section 4.03(d) and obtaining the Yuma Shareholder Approvalbelow, conflict with or violate any statute, Law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, Permit or license of any court or Governmental Entity Legal Requirement applicable to any of the Yuma Acquiring Companies or by which its or any of their respective properties or assets, or (iii) any contract, agreement, commitment or understanding to which any Yuma Company is now a party or by which any of the Yuma Companies or any of their respective properties or assets may be are bound or affected, except as provided in Section 4.03 of the Yuma Disclosure Schedule, and other than, in the case of clauses (ii) and (iii) of this Section 4.03(c), for any such violations, conflicts, breaches, defaults, terminations, accelerations, contractual requirements conflicts or creations of liens, security interests or encumbrances that would not reasonably be expectedviolations that, individually or in the aggregate, to would not have a Yuma Company Material Adverse Effect and or would not prevent or materially delay the consummation of the MergerAcquisition, or (iii) require an Acquiring Company to make any filing with or give any notice to a Person or to obtain any Consent from a Person, or result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or impair Company’s rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the properties or assets of the Acquiring Companies pursuant to, any Company Contract to which an Acquiring Company is a party or by which any Acquiring Company or any of its properties are bound or affected (except, for purposes of this clause (iii), as would not, individually or in the aggregate, have a Company Material Adverse Effect or prevent or materially delay the Acquisition). (d) Except No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Body is required by or with respect to Company in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) the filing of the Registration Statement with the SEC of a Registration Statement on Form S-4 under in accordance with the Securities Act by Yuma, through Delaware Merger Subsidiary, with respect to the transactions contemplated hereby (the “Registration Statement”) and applicable filings pursuant to the Exchange Act, including the filing with the SEC of Yuma’s proxy statement relating to the Yuma Shareholders’ Meeting (the “Proxy Statement/Prospectus”), (ii) the filing of the Certificate of Merger Proxy Statement/Prospectus with the Secretary of State SEC in connection accordance with the MergerExchange Act, (iii) any filings contemplated by Section 6.4(a), (iv) the filing of a Current Report Reports on Form 8-K with the SEC within four (4) Business Days after the execution of this Agreement and within four (4) Business Days of the Closing Date, (iv) filings with the Secretary of State and the secretary of state of the State of California in connection with the Reincorporation Merger, and (v) such approvals as may be required under applicable state securities or “blue sky” Laws laws or the rules and regulations of the NYSE MKT, and except as provided in Section 4.03 of the Yuma Disclosure Schedule, no declaration, filing or registration with, or notice to, or authorization, consent or approval, ratification or permission of (any of the foregoing being a “Consent”), any Governmental Entity or authority or other Person is necessary under any Yuma Material Contract or otherwise for the execution and delivery of this Agreement by Yuma or Merger Subsidiary or the consummation by Yuma or Merger Subsidiary of the transactions contemplated hereby, other than such Consents which, if not made or obtained, as the case may be, would not reasonably be expected, individually or in the aggregate, to have a Yuma Material Adverse Effect and would not prevent or materially delay the consummation of the MergerNASDAQ. (e) The board of directors of Yuma has approved the Merger and this Agreement and the transactions contemplated hereby and thereby, and such approval is sufficient to render inapplicable to the Merger and this Agreement and the transactions contemplated hereby the anti-takeover provisions of the CCC to the extent, if any, such provisions are applicable to the Merger, this Agreement, and the transactions contemplated hereby and thereby. No other state takeover, control share, fair price or similar statute or regulation applies to or purports to apply to Yuma with respect to the Merger, this Agreement, or the transactions contemplated hereby and thereby.

Authority; Non-Contravention; Approvals. (a) Yuma Pyramid has the requisite corporate power and authority to enter into this Agreement and, subject to Yuma Pyramid Shareholder ApprovalApproval (as defined below), to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by Yuma Pyramid of this Agreement, the performance by Yuma Pyramid of its obligations hereunder, and the consummation by Yuma Pyramid of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of YumaPyramid, subject only to the approval of the Yuma Pyramid Shareholder Approval Matters (as defined in Section 7.08) by the shareholders of YumaPyramid. The affirmative vote of the holders of (i) a majority of the outstanding shares of Yuma Pyramid Common Stock outstanding on the applicable record date and (ii) two-thirds of the outstanding shares of Yuma Series A Preferred Stock outstanding on the applicable record date voting as a separate class (collectively, the “Yuma Pyramid Shareholder Approval”) is the only vote of the holders of any class or series of YumaPyramid’s Capital Stock capital stock necessary to adopt or approve the Yuma Pyramid Shareholder Approval Matters. There are no bonds, debentures, notes or other indebtedness of Yuma having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which the holders of Yuma Common Stock may vote. This Agreement has been duly executed and delivered by each of the Yuma Pyramid Entities, and, assuming the due authorization, execution and delivery hereof by the Company, constitutes a valid and legally binding agreement of each of the Yuma Pyramid Entities, enforceable against the Yuma Pyramid Entities in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law law or in equity). (b) The Yuma BoardPyramid’s Board of Directors, by resolutions duly adopted by unanimous vote at a meeting of all directors of Yuma Pyramid duly called and held and, as of the date hereof, not subsequently rescinded or modified in any way, has, as of the date hereof (i) approved this Agreement, the Reincorporation Merger Agreement and the Merger, and determined that this Agreement and the transactions contemplated hereby, including the Reincorporation Merger and the Merger, are fair to, and in the best interests of, Yuma of Pyramid shareholders, and (ii) resolved to recommend that YumaPyramid’s shareholders approve the Yuma Pyramid Shareholder Approval Matters and directed that such matters be submitted for consideration of the shareholders of Yuma Pyramid at the Yuma Pyramid Shareholders’ Meeting. The board Board of directors Directors of each of Delaware Merger Subsidiary and Merger Subsidiary, at a meeting duly called and held, has unanimously approved this Agreement, the Reincorporation Merger Agreement and the Merger, as applicable. YumaPyramid, in its capacity as the sole stockholder of Delaware Merger Subsidiary, hereby approves of this Agreement Subsidiary and the Reincorporation Merger, and Delaware Merger Subsidiary, in its capacity as the sole stockholder of Merger Subsidiary, hereby approves of this Agreement and the MergerAgreement. (c) The execution, delivery and performance of this Agreement by each of the Yuma Pyramid Entities and the consummation of the Reincorporation Merger, the Merger, Merger and the other transactions contemplated hereby do not and will not violate, conflict with 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, contractually require any offer to purchase or any prepayment of any debt, or result in the creation of any lien, security interest or encumbrance upon any of the properties or assets of Yuma Pyramid under any of the terms, conditions or provisions of (i) the Governing Documents Restated Articles of any Yuma CompanyIncorporation or the Amended and Restated Bylaws of Pyramid, (ii) subject to compliance with the requirements set forth in clauses (i)-(v) of Section 4.03(d5.03(d) and obtaining the Yuma Pyramid Shareholder Approval, any statute, Lawlaw, ordinance, rule, regulation, judgment, decree, order, injunction, writ, Permit permit or license of any court or Governmental Entity governmental authority applicable to Pyramid or any of the Yuma Companies Pyramid subsidiary or any of their respective properties or assets, or (iii) any contract, agreement, commitment or understanding to which Pyramid or any Yuma Company Pyramid subsidiary is now a party or by which Pyramid or any of the Yuma Companies Pyramid subsidiary or any of their respective properties or assets may be bound or affected, except as provided in Section 4.03 5.03 of the Yuma Pyramid Disclosure Schedule, and other than, in the case of clauses (ii) and (iii) of this Section 4.03(c5.03(c), such violations, conflicts, breaches, defaults, terminations, accelerations, contractual requirements or creations of liens, security interests or encumbrances that would not reasonably be expected, individually or in the aggregate, to have a Yuma Pyramid Material Adverse Effect and would not prevent or materially delay the consummation of the Merger. (d) Except for (i) the filing with the SEC Securities and Exchange Commission (the “SEC”) of a Registration Statement on Form S-4 under the Securities Act of 1933, as amended (the “Securities Act”), by Yuma, through Delaware Merger SubsidiaryPyramid, with respect to the transactions contemplated hereby (the “Registration Statement”) and applicable filings pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including the filing with the SEC of YumaPyramid’s proxy statement relating to the Yuma Pyramid Shareholders’ Meeting (the “Proxy Statement/Prospectus”), (ii) the filing of the Certificate of Merger with the Secretary of State in connection with the Merger, (iii) the filing of a Current Report on Form 8-K with the SEC within four (4) Business Days business days after the execution of this Agreement and within four (4) Business Days of on the Closing Date, (iv) filings with the Secretary of State and the secretary of state of the State of California in connection with the Reincorporation Mergeramendments to its articles of incorporation in the form attached hereto as Exhibit D (the “Pyramid Restated Articles”), and (v) such approvals as may be required under applicable state securities or “blue sky” Laws laws or the rules and regulations of the NYSE MKT, and except as provided in Section 4.03 5.03 of the Yuma Pyramid Disclosure Schedule, no declaration, filing or registration with, or notice to, or authorization, consent or approval, ratification or permission of (any of the foregoing being a “Consent”), any Governmental Entity governmental or regulatory body or authority or other Person person is necessary under any Yuma Pyramid Material Contract or otherwise for the execution and delivery of this Agreement by Yuma Pyramid or Merger Subsidiary or the consummation by Yuma Pyramid or Merger Subsidiary of the transactions contemplated hereby, other than such Consents which, if not made or obtained, as the case may be, would not reasonably be expected, individually or in the aggregate, to have a Yuma Pyramid Material Adverse Effect and would not prevent or materially delay the consummation of the Merger. (e) The board Board of directors Directors of Yuma Pyramid has approved the Merger and this Agreement and the transactions contemplated hereby and thereby, and such approval is sufficient to render inapplicable to the Merger and this Agreement and the transactions contemplated hereby the anti-takeover provisions of the CCC California Corporation Code (“CCC”) to the extent, if any, such provisions are applicable to the Merger, this Agreement, and the transactions contemplated hereby and thereby. No other state takeover, control share, fair price or similar statute or regulation applies to or purports to apply to Yuma Pyramid with respect to the Merger, this Agreement, or the transactions contemplated hereby and thereby.

Authority; Non-Contravention; Approvals. (a) Yuma Parent has the requisite corporate power and authority to enter into this Agreement and, subject to Yuma Shareholder Parent Stockholder Approval, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by Yuma Parent of this Agreement, the performance by Yuma Parent of its obligations hereunder, hereunder and the consummation by Yuma Parent of the transactions contemplated hereby, hereby have been duly authorized by all necessary corporate action on the part of YumaParent and Merger Sub, subject only to Parent Stockholder Approval, to adoption of this Agreement by Parent as sole stockholder of Merger Sub immediately following the approval execution hereof, and the filing and recordation of the Yuma Shareholder Approval Matters by Certificate of Merger pursuant to the shareholders of YumaDGCL. The affirmative vote of the holders of (i) a majority in voting power of the outstanding shares of Yuma Parent Common Stock outstanding on the applicable record date and (ii) two-thirds of the outstanding shares of Yuma Series A Preferred Stock outstanding on the applicable record date voting as a separate class (collectively, the “Yuma Shareholder Parent Stockholder Approval”) is the only vote of the holders of any class or series of Yuma’s Parent Capital Stock necessary to adopt or approve the Yuma Shareholder Parent Stockholder Approval Matters. There are no bonds, debentures, notes or other indebtedness of Yuma having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which the holders of Yuma Common Stock may vote. This Agreement has been duly executed and delivered by each of the Yuma Entities, Parent and Merger Sub and, assuming the due authorization, execution and delivery hereof of this Agreement by the Company, this Agreement constitutes a the valid and legally binding agreement obligation of each of the Yuma EntitiesParent and Merger Sub, enforceable against the Yuma Entities in accordance with its terms, subject except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and reorganization or other similar Laws laws affecting the enforcement of creditors’ rights generally and remedies generally, and subject, as to enforceability, to general by principles of equity, including principles equity regarding the availability of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity)remedies. (b) The Yuma BoardParent’s board of directors, by resolutions duly adopted by unanimous vote at a meeting of all directors of Yuma Parent duly called and held and, as of the date hereofof this Agreement, not subsequently rescinded or modified in any way, has, as of the date hereof of this Agreement (i) approved this Agreement, the Reincorporation Merger Agreement and the Merger, and determined that this Agreement and the transactions contemplated herebyby this Agreement, including the Reincorporation Merger and the Merger, are advisable, fair to, and in the best interests of, Yuma shareholdersof Parent and its stockholders, and (ii) resolved to recommend that Yuma’s shareholders the Parent Stockholders approve the Yuma Shareholder Parent Stockholder Approval Matters and directed that such matters be submitted for consideration of the shareholders of Yuma Parent Stockholders at the Yuma ShareholdersParent Stockholders’ Meeting. The board of directors of each of Delaware Merger Subsidiary Sub has approved and Merger Subsidiary, at a meeting duly called and held, has unanimously approved this Agreement, the Reincorporation Merger and the Merger, as applicable. Yuma, in its capacity as the sole stockholder of Delaware Merger Subsidiary, hereby approves of declared advisable this Agreement and the Reincorporation MergerMerger and submitted this Agreement to Parent, and Delaware Merger Subsidiaryas its sole stockholder for adoption thereby. Immediately following the execution of this Agreement, Parent in its capacity as the sole stockholder of Merger SubsidiarySub, hereby approves of shall execute a written consent adopting this Agreement and the MergerAgreement. (c) The executionexecution and delivery of this Agreement by Parent and Merger Sub does not, delivery and the performance of this Agreement by each of the Yuma Entities and the consummation of the Reincorporation MergerParent or Merger Sub will not, the Merger, and the other transactions contemplated hereby do not and will not violate, (i) conflict with or result in a breach violate the certificate of any provision of, incorporation or constitute a default (bylaws of Parent 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, contractually require any offer to purchase or any prepayment of any debt, or result in the creation of any lien, security interest or encumbrance upon any of the properties or assets of Yuma under any of the terms, conditions or provisions of (i) the Governing Documents of any Yuma CompanyMerger Sub, (ii) subject to obtaining Parent Stockholder Approval and compliance with the requirements set forth in clauses (i)-(vSection 3.3(d) of Section 4.03(d) and obtaining the Yuma Shareholder Approvalbelow, conflict with or violate any statute, Law, ordinance, rule, regulation, judgment, decreeLegal Requirement, order, injunction, writ, Permit judgment or license of any court or Governmental Entity decree applicable to any of the Yuma Companies Parent or any of Merger Sub or by which their respective properties or assets, or (iii) any contract, agreement, commitment or understanding to which any Yuma Company is now a party or by which any of the Yuma Companies or any of their respective properties or assets may be are bound or affected, except as provided in Section 4.03 of the Yuma Disclosure Schedule, and other than, in the case of clauses (ii) and (iii) of this Section 4.03(c), for any such violations, conflicts, breaches, defaults, terminations, accelerations, contractual requirements conflicts or creations of liens, security interests or encumbrances violations that would not reasonably be expectednot, individually or in the aggregate, to have a Yuma Parent Material Adverse Effect and or would not prevent or materially delay the consummation of the Merger, or (iii) require an Acquiring Company to make any filing with or give any notice to or obtain any Consent from a Person, or result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or impair Parent’s rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the properties or assets of Parent or Merger Sub pursuant to any Contract to which Parent or Merger Sub is a party or by which Parent or Merger Sub or its or any of their respective properties are bound or affected (except, for purposes of this clause (iii), in the case of any Contract that would not, individually or in the aggregate, have a Company Material Adverse Effect or prevent or materially delay the Merger). (d) Except No material consent, approval, order or authorization of, or registration, declaration or filing with any Governmental Body is required by or with respect to Parent in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) the filing with the SEC of a Registration Statement on Form S-4 any outstanding periodic reports due under the Securities Act by Yuma, through Delaware Merger Subsidiary, with respect to the transactions contemplated hereby (the “Registration Statement”) and applicable filings pursuant to the Exchange Act, including the filing with the SEC of Yuma’s proxy statement relating to the Yuma Shareholders’ Meeting (the “Proxy Statement/Prospectus”), (ii) the filing of the Certificate of Merger with the Secretary of State in connection with of the MergerState of Delaware, (iii) the filing of a the Proxy Statement with the SEC in accordance with the Exchange Act, (iv) the filing of Current Report Reports on Form 8-K with the SEC within four (4) Business Days after the execution of this Agreement and within four (4) Business Days of the Closing Date, (ivv) filings the filing of the Parent Amended and Restated Charter with the Secretary of State and the secretary of state of the State of California Delaware in connection accordance with the Reincorporation MergerSection 5.15, and (vvi) such approvals as may be required under applicable state securities or “blue sky” Laws laws or the rules and regulations of the NYSE MKT, and except as provided in Section 4.03 of the Yuma Disclosure Schedule, no declaration, filing or registration with, or notice to, or authorization, consent or approval, ratification or permission of The Nasdaq Stock Market LLC (any of the foregoing being a “ConsentNasdaq”), any Governmental Entity or authority ) or other Person is necessary under any Yuma Material Contract applicable national or otherwise for the execution and delivery of this Agreement by Yuma or Merger Subsidiary or the consummation by Yuma or Merger Subsidiary of the transactions contemplated hereby, other than such Consents which, if not made or obtained, as the case may be, would not reasonably be expected, individually or in the aggregate, to have a Yuma Material Adverse Effect and would not prevent or materially delay the consummation of the Mergerover-the-counter market. (e) The board of directors of Yuma has approved the Merger and this Agreement and the transactions contemplated hereby and thereby, and such approval is sufficient to render inapplicable to the Merger and this Agreement and the transactions contemplated hereby the anti-takeover provisions of the CCC to the extent, if any, such provisions are applicable to the Merger, this Agreement, and the transactions contemplated hereby and thereby. No other state takeover, control share, fair price or similar statute or regulation applies to or purports to apply to Yuma with respect to the Merger, this Agreement, or the transactions contemplated hereby and thereby.

Authority; Non-Contravention; Approvals. (a) Yuma Parent has the requisite corporate power and authority to enter into this Agreement and, subject to Yuma Shareholder Parent Stockholder Approval, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by Yuma Parent of this Agreement, the performance by Yuma Parent of its obligations hereunder, hereunder and the consummation by Yuma Parent of the transactions contemplated hereby, hereby have been duly authorized by all necessary corporate action on the part of YumaParent and Merger Sub, subject only to Parent Stockholder Approval, to adoption of this Agreement by Parent as sole stockholder of Merger Sub immediately following the approval execution hereof, and the filing and recordation of the Yuma Shareholder Approval Matters by the shareholders Certificate of YumaMerger pursuant to Delaware Law. The affirmative vote of the holders of (i) a majority in voting power of the outstanding shares of Yuma Parent Common Stock outstanding on the applicable record date and (ii) two-thirds of the outstanding shares of Yuma Series A Preferred Stock outstanding on the applicable record date voting as a separate class (collectively, the “Yuma Shareholder Parent Stockholder Approval”) is the only vote of the holders of any class or series of Yuma’s Parent Capital Stock necessary to adopt or approve the Yuma Shareholder Parent Stockholder Approval Matters. There are no bonds, debentures, notes or other indebtedness of Yuma having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which the holders of Yuma Common Stock may vote. This Agreement has been duly executed and delivered by each of the Yuma Entities, Parent and Merger Sub and, assuming the due authorization, execution and delivery hereof of this Agreement by the Company, this Agreement constitutes a the valid and legally binding agreement obligation of each of the Yuma EntitiesParent and Merger Sub, enforceable against the Yuma Entities in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium except as enforceability may be limited by bankruptcy and other similar Laws affecting creditors’ rights laws and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). (b) The Yuma BoardParent’s board of directors, by resolutions duly adopted by unanimous vote at a meeting of all directors of Yuma Parent duly called and held and, as of the date hereofof this Agreement, not subsequently rescinded or modified in any way, has, as of the date hereof of this Agreement (i) approved this Agreement, the Reincorporation Merger Agreement and the Merger, and determined that this Agreement and the transactions contemplated herebyby this Agreement, including the Reincorporation Merger and the Merger, are fair to, and in the best interests of, Yuma shareholdersof Parent’s stockholders, and (ii) resolved to recommend that YumaParent’s shareholders stockholders approve the Yuma Shareholder Parent Stockholder Approval Matters and directed that such matters be submitted for consideration of the shareholders stockholders of Yuma Parent at the Yuma ShareholdersParent Stockholders’ Meeting. The board of directors of each of Delaware Merger Subsidiary and Merger SubsidiarySub, at a meeting duly called and held, has unanimously approved this Agreement, the Reincorporation Merger and the Merger, as applicable. Yuma, in its capacity as the sole stockholder of Delaware Merger Subsidiary, hereby approves of declared advisable this Agreement and the Reincorporation MergerMerger and submitted this Agreement to Parent, and Delaware Merger Subsidiaryas its sole stockholder for adoption thereby. Immediately following the execution of this Agreement, Parent in its capacity as the sole stockholder of Merger SubsidiarySub, hereby approves of shall execute a written consent adopting this Agreement and the MergerAgreement. (c) The executionexecution and delivery of this Agreement by Parent and Merger Sub does not, delivery and the performance of this Agreement by each of the Yuma Entities and the consummation of the Reincorporation MergerParent or Merger Sub will not, the Merger, and the other transactions contemplated hereby do not and will not violate, (i) conflict with or result in a breach violate the certificate of any provision of, incorporation or constitute a default (bylaws of Parent 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, contractually require any offer to purchase or any prepayment of any debt, or result in the creation of any lien, security interest or encumbrance upon any of the properties or assets of Yuma under any of the terms, conditions or provisions of (i) the Governing Documents of any Yuma CompanyMerger Sub, (ii) subject to obtaining Parent Stockholder Approval and compliance with the requirements set forth in clauses (i)-(vSection 3.3(d) of Section 4.03(d) and obtaining the Yuma Shareholder Approvalbelow, conflict with or violate any statute, Law, ordinance, rule, regulation, judgment, decreeLegal Requirement, order, injunction, writ, Permit judgment or license of any court or Governmental Entity decree applicable to any of the Yuma Companies Parent or any of Merger Sub or by which their respective properties or assets, or (iii) any contract, agreement, commitment or understanding to which any Yuma Company is now a party or by which any of the Yuma Companies or any of their respective properties or assets may be are bound or affected, except as provided in Section 4.03 of the Yuma Disclosure Schedule, and other than, in the case of clauses (ii) and (iii) of this Section 4.03(c), for any such violations, conflicts, breaches, defaults, terminations, accelerations, contractual requirements conflicts or creations of liens, security interests or encumbrances violations that would not reasonably be expected, individually or in the aggregate, to have a Yuma Parent Material Adverse Effect and or would not prevent or materially delay the consummation of the Merger, or (iii) require an Acquiring Company to make any filing with or give any notice to or obtain any Consent from a Person pursuant to any Parent Contract, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or impair Parent’s rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the properties or assets of Parent pursuant to, any Parent Contract. (d) Except No consent, approval, order or authorization of, or registration, declaration or filing with any Governmental Body is required by or with respect to Parent in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) the filing with the SEC of a Registration Statement on Form S-4 any outstanding periodic reports due under the Securities Act by Yuma, through Delaware Merger Subsidiary, with respect to the transactions contemplated hereby (the “Registration Statement”) and applicable filings pursuant to the Exchange Act, including (ii) the filing of the Registration Statement with the SEC of Yuma’s proxy statement relating to in accordance with the Yuma Shareholders’ Meeting (the “Proxy Statement/Prospectus”)Securities Act, (iiiii) the filing of the Certificate of Merger with the Secretary of State in connection with of the MergerState of Delaware, (iiiiv) the filing of a the Proxy Statement/Prospectus/Information Statement with the SEC in accordance with the Exchange Act, (v) the filing of Current Report Reports on Form 8-K with the SEC within four (4) Business Days business days after the execution of this Agreement and within four (4) Business Days of the Closing Date, (ivvi) filings the filing of the Parent Certificate of Amendment with the Secretary of State and the secretary of state of the State of California Delaware in connection accordance with the Reincorporation MergerSection 5.16, and (vvii) such approvals as may be required under applicable state securities or “blue sky” Laws laws or the rules and regulations of the NYSE MKT, and except as provided in Section 4.03 of the Yuma Disclosure Schedule, no declaration, filing or registration with, or notice to, or authorization, consent or approval, ratification or permission of (any of the foregoing being a “Consent”), any Governmental Entity or authority or other Person is necessary under any Yuma Material Contract or otherwise for the execution and delivery of this Agreement by Yuma or Merger Subsidiary or the consummation by Yuma or Merger Subsidiary of the transactions contemplated hereby, other than such Consents which, if not made or obtained, as the case may be, would not reasonably be expected, individually or in the aggregate, to have a Yuma Material Adverse Effect and would not prevent or materially delay the consummation of the MergerThe NASDAQ Stock Market. (e) The board of directors of Yuma has approved the Merger and this Agreement and the transactions contemplated hereby and thereby, and such approval is sufficient to render inapplicable to the Merger and this Agreement and the transactions contemplated hereby the anti-takeover provisions of the CCC to the extent, if any, such provisions are applicable to the Merger, this Agreement, and the transactions contemplated hereby and thereby. No other state takeover, control share, fair price or similar statute or regulation applies to or purports to apply to Yuma with respect to the Merger, this Agreement, or the transactions contemplated hereby and thereby.

Authority; Non-Contravention; Approvals. (a) Yuma SCG and each of the SCG Subsidiaries has the requisite full power, corporate power or otherwise, and authority to enter into this Agreement and the Related Agreements to which it is a party and, subject to Yuma Shareholder ApprovalSCG Shareholders' Approval and SCG Required Statutory Approvals, to perform its obligations hereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery by Yuma of this Agreement, Agreement and the performance by Yuma of its obligations hereunderRelated Agreements to which they are parties, and the consummation by Yuma SCG and the SCG Subsidiaries of the transactions contemplated herebyhereby and thereby, have been duly authorized by all necessary the SCG Board and the board of the relevant SCG Subsidiary, and no other corporate action proceedings on the part of Yuma, subject only SCG or either SCG Subsidiary are necessary to authorize the approval execution and delivery of this Agreement or the Related Agreements and the consummation by SCG and the SCG Subsidiaries of the Yuma Shareholder transactions contemplated hereby and thereby, except for SCG Shareholders' Approval Matters by and the shareholders obtaining of Yuma. The affirmative vote of the holders of (i) a majority of the outstanding shares of Yuma Common Stock outstanding on the applicable record date and (ii) two-thirds of the outstanding shares of Yuma Series A Preferred Stock outstanding on the applicable record date voting as a separate class (collectively, the “Yuma Shareholder Approval”) is the only vote of the holders of any class or series of Yuma’s Capital Stock necessary to adopt or approve the Yuma Shareholder Approval Matters. There are no bonds, debentures, notes or other indebtedness of Yuma having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which the holders of Yuma Common Stock may voteSCG Required Statutory Approvals. This Agreement has been duly and validly executed and delivered by each of the Yuma EntitiesSCG, and, assuming the due authorization, execution and delivery hereof by the CompanyPTR, constitutes a valid and legally binding agreement of each of the Yuma Entities, SCG enforceable against the Yuma Entities SCG in accordance with its terms, except that such enforcement may be subject to applicable (i) bankruptcy, insolvency, reorganization, moratorium and or other similar Laws laws affecting or relating to enforcement of creditors’ ' rights and remedies generally, (ii) general equitable principles and subject(iii) to the extent this Agreement or any of the Related Agreements contains indemnification provisions for violations of federal or state securities laws, as to enforceabilityenforceability of such provisions may be limited under federal and state securities laws. As of the date of this Agreement, to general principles neither of equitythe SCG Subsidiaries is in violation of its charter, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law bylaws or in equity)other organizational documents. (b) The Yuma Board, by resolutions duly adopted by unanimous vote at a meeting of all directors of Yuma duly called execution and held and, as of the date hereof, not subsequently rescinded or modified in any way, has, as of the date hereof (i) approved this Agreement, the Reincorporation Merger and the Merger, and determined that this Agreement and the transactions contemplated hereby, including the Reincorporation Merger and the Merger, are fair to, and in the best interests of, Yuma shareholders, and (ii) resolved to recommend that Yuma’s shareholders approve the Yuma Shareholder Approval Matters and directed that such matters be submitted for consideration of the shareholders of Yuma at the Yuma Shareholders’ Meeting. The board of directors of each of Delaware Merger Subsidiary and Merger Subsidiary, at a meeting duly called and held, has unanimously approved this Agreement, the Reincorporation Merger and the Merger, as applicable. Yuma, in its capacity as the sole stockholder of Delaware Merger Subsidiary, hereby approves delivery of this Agreement and the Reincorporation Merger, Related Agreements by SCG and Delaware Merger each SCG Subsidiary, in its capacity as to the sole stockholder of Merger Subsidiaryextent it is a party thereto, hereby approves of this Agreement and the Merger. (c) The executiondo not, delivery and performance of this Agreement by each of the Yuma Entities and the consummation by SCG and the SCG Subsidiaries of the Reincorporation Merger, the Merger, and the other transactions contemplated hereby do not and thereby will not not, violate, conflict with 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, contractually require any offer to purchase or any prepayment of any debt, or result in the creation of any lien, security interest interest, charge or encumbrance upon any of the properties or assets of Yuma either of the SCG Subsidiaries under any of the terms, conditions or provisions of (i) the Governing Documents subject to obtaining SCG Shareholders' Approval, SCG's or such SCG Subsidiary's articles of any Yuma Companyincorporation or bylaws, (ii) subject to compliance with the requirements set forth in clauses (i)-(v) of Section 4.03(d) obtaining SCG Required Statutory Approvals and obtaining the Yuma Shareholder SCG Shareholders' Approval, any statute, Lawlaw, ordinance, rule, regulation, judgment, decree, order, injunction, writ, Permit permit or license of any court or Governmental Entity governmental authority applicable to SCG or either SCG Subsidiary or any of the Yuma Companies or any assets of their respective properties or assetseither of the SCG Subsidiaries, or (iii) the certificate of incorporation or bylaws of an SCG Subsidiary or (iv) except as set forth on Schedule 4.4(b) hereto, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, agreementlease or other instrument, commitment obligation or understanding agreement of any kind to which any Yuma Company SCG or either SCG Subsidiary is now a party or by which SCG or either SCG Subsidiary or any of the Yuma Companies or any assets of their respective properties or assets either of the SCG Subsidiaries may be bound or affectedbound, except as provided in Section 4.03 of excluding from the Yuma Disclosure Schedule, and other than, in the case of foregoing clauses (ii) and (iiiiv) of this Section 4.03(c), such violations, conflicts, breaches, defaults, terminations, accelerations, contractual requirements accelerations or creations of liens, security interests interests, charges or encumbrances that would not reasonably be expectednot, individually or in the aggregate, be reasonably expected to have a Yuma Material Adverse Effect and would not prevent material adverse effect on the business, operations, properties, assets, condition (financial or materially delay the consummation other), results of operations or prospects of either of the MergerSCG Subsidiaries. (dc) Except for (i) the filing of the Proxy Statement and the SCG Warrant Registration Statement with the SEC of a Registration Statement on Form S-4 under Commission pursuant to the Securities Act by Yuma, through Delaware Merger Subsidiary, with respect to the transactions contemplated hereby (the “Registration Statement”) and applicable filings pursuant to the Exchange Act, including and the filing declaration of the effectiveness of the SCG Warrant Registration Statement by the Commission and filings with the SEC of Yuma’s proxy statement relating to the Yuma Shareholders’ Meeting (the “Proxy Statement/Prospectus”)various state blue sky authorities, (ii) the filing of the Certificate of Merger with the Secretary of State in connection with the Merger, any required filings by SCG or an SCG Subsidiary pursuant to Section 2.1 and (iii) any required filings by SCG of amendments to its articles of incorporation (the filing of a Current Report on Form 8-K with filings and approvals referred to in clauses (i) through (iii) are collectively referred to as the SEC within four (4) Business Days after the execution of this Agreement and within four (4) Business Days of the Closing Date, (iv) filings with the Secretary of State and the secretary of state of the State of California in connection with the Reincorporation Merger, and (v) such approvals as may be required under applicable state securities or “blue sky” Laws or the rules and regulations of the NYSE MKT, and except as provided in Section 4.03 of the Yuma Disclosure Schedule"SCG Required Statutory Approvals"), no declaration, filing or registration with, or notice to, or authorization, consent or approval, ratification or permission of (any of the foregoing being a “Consent”)approval of, any Governmental Entity governmental or regulatory body or authority or other Person is necessary under any Yuma Material Contract or otherwise for the execution and delivery of this Agreement and the Related Agreements by Yuma SCG or Merger either SCG Subsidiary or the consummation by Yuma SCG or Merger either SCG Subsidiary of the transactions contemplated herebyhereby or thereby, other than such Consents declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not reasonably be expectednot, individually or in the aggregate, be reasonably expected to have a Yuma Material Adverse Effect and would not prevent material adverse effect on the business, operations, properties, assets, condition (financial or materially delay the consummation other), results of operations or prospects of either of the MergerSCG Subsidiaries. (e) The board of directors of Yuma has approved the Merger and this Agreement and the transactions contemplated hereby and thereby, and such approval is sufficient to render inapplicable to the Merger and this Agreement and the transactions contemplated hereby the anti-takeover provisions of the CCC to the extent, if any, such provisions are applicable to the Merger, this Agreement, and the transactions contemplated hereby and thereby. No other state takeover, control share, fair price or similar statute or regulation applies to or purports to apply to Yuma with respect to the Merger, this Agreement, or the transactions contemplated hereby and thereby.

Authority; Non-Contravention; Approvals. (a) Yuma has The Company and Dome AB have the requisite corporate power and authority to enter into this Agreement and, subject to Yuma Shareholder Approvalthe Dome AB Stockholders’ Approval (as defined below), to perform its their obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by Yuma the Company and Dome AB of this Agreement, the performance by Yuma the Company and Dome AB of its their obligations hereunder, and the consummation by Yuma the Company and Dome AB of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of Yumathe Company and Dome AB, subject only to the approval of the Yuma Shareholder Approval Matters by the shareholders of YumaDome AB Stockholder’s Approval. The affirmative vote of the holders of (i) a majority of the outstanding shares of Yuma Common Stock outstanding on the applicable record date and (ii) two-thirds of the outstanding shares of Yuma Series A Preferred Stock outstanding on the applicable record date voting as a separate class (collectively, the “Yuma Shareholder Approval”) is the only vote or approval of the holders of any class or series of Yuma’s Capital Stock necessary to adopt capital stock of the Company or approve Dome AB required for approval of this Agreement or the Yuma Shareholder Approval MattersReorganization is the affirmative vote of the Dome AB Stockholders (the “Dome AB Stockholders’ Approval”). There are no bonds, debentures, notes or other indebtedness of Yuma the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which the holders of Yuma Common Stock Dome AB may vote. This Agreement has been duly executed and delivered by each of the Yuma EntitiesCompany and Dome AB, and, assuming the due authorization, execution and delivery hereof by the CompanyPEDEVCO Entities, constitutes a valid and legally binding agreement of each of the Yuma EntitiesCompany and Dome AB, enforceable against the Yuma Entities Company and Dome AB in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law law or in equity). (b) The Yuma BoardCompany’s Board of Directors, by resolutions duly adopted by unanimous vote at a meeting of all directors of Yuma the Company duly called and held or via written consent of all directors, and, as of the date hereof, not subsequently rescinded or modified in any way, has, as of the date hereof (i) approved this Agreement, the Reincorporation Merger Agreement and the MergerReorganization, and determined that this Agreement and the transactions contemplated hereby, including the Reincorporation Merger and the MergerReorganization, are fair to, and in the best interests of, Yuma shareholdersthe Company’s stockholder, and (ii) resolved to recommend that Yuma’s shareholders approve the Yuma Shareholder Approval Matters and directed that such matters be submitted for consideration of the shareholders of Yuma at the Yuma Shareholders’ Meeting. The board of directors of each of Delaware Merger Subsidiary and Merger Subsidiary, at a meeting duly called and held, has unanimously approved this Agreement, the Reincorporation Merger and the Merger, as applicable. Yuma, in its capacity as the sole stockholder of Delaware Merger Subsidiary, hereby approves of this Agreement and the Reincorporation Merger, and Delaware Merger Subsidiary, in its capacity as the sole stockholder of Merger Subsidiary, hereby approves of this Agreement and the MergerDome AB. (c) The Except as set forth in Section 5.3(c) of the Company Disclosure Schedule, the execution, delivery and performance of this Agreement by each of the Yuma Entities Company and Dome AB and the consummation of the Reincorporation Merger, the Merger, Reorganization and the other transactions contemplated hereby do not and will not violate, conflict with 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, contractually require any offer to purchase or any prepayment of any debt, or result in the creation of any lien, security interest or encumbrance upon any of the properties or assets of Yuma the Company under any of the terms, conditions or provisions of (i) the Governing Documents Company’s Articles of any Yuma Incorporation or the Company’s Bylaws, (ii) subject to compliance with the requirements set forth in clauses (i)-(v) of Section 4.03(d) and obtaining the Yuma Shareholder Dome AB Stockholder’s Approval, or Dome AB’s Corporate Documents, (iii) any statute, Lawlaw, ordinance, rule, regulation, judgment, decree, order, injunction, writ, Permit permit or license of any court or Governmental Entity governmental authority applicable to any of the Yuma Companies Company or Dome AB or any of their respective properties or assets, or (iiiiv) any contract, agreement, commitment or understanding contract to which any Yuma the Company or Dome AB is now a party or by which any of the Yuma Companies Company or Dome AB or any of their respective properties or assets may be bound or affected, except as provided in Section 4.03 of the Yuma Disclosure Schedule, and other than, in the case of clauses (ii) and (iii) of this Section 4.03(c5.3(c), such violations, conflicts, breaches, defaults, terminations, accelerations, contractual requirements or creations of liens, security interests or encumbrances that would not reasonably be expected, individually or in the aggregate, to have a Yuma Company Material Adverse Effect and would not prevent or materially delay the consummation of the MergerReorganization. (d) Except for (ias set forth on Section 5.3(d) the filing with the SEC of a Registration Statement on Form S-4 under the Securities Act by Yuma, through Delaware Merger Subsidiary, with respect to the transactions contemplated hereby (the “Registration Statement”) and applicable filings pursuant to the Exchange Act, including the filing with the SEC of Yuma’s proxy statement relating to the Yuma Shareholders’ Meeting (the “Proxy Statement/Prospectus”), (ii) the filing of the Certificate of Merger with the Secretary of State in connection with the Merger, (iii) the filing of a Current Report on Form 8-K with the SEC within four (4) Business Days after the execution of this Agreement and within four (4) Business Days of the Closing Date, (iv) filings with the Secretary of State and the secretary of state of the State of California in connection with the Reincorporation Merger, and (v) such approvals as may be required under applicable state securities or “blue sky” Laws or the rules and regulations of the NYSE MKT, and except as provided in Section 4.03 of the Yuma Company Disclosure Schedule, no declaration, filing or registration with, or notice to, or authorization, consent or approval, ratification or permission of (any of the foregoing being a “Consent”)of, any Governmental Entity governmental or regulatory body or authority or other Person person is necessary under any Yuma Company Material Contract (as defined in Section 5.10(a)) or otherwise for the execution and delivery of this Agreement by Yuma the Company or Merger Subsidiary Dome AB or the consummation by Yuma the Company or Merger Subsidiary Dome AB of the transactions contemplated hereby, other than such Consents consents which, if not made or obtained, as the case may be, would not reasonably be expected, individually or in the aggregate, to have a Yuma Company Material Adverse Effect and would not prevent or materially delay the consummation of the Merger. (e) The board Board of directors Directors of Yuma the Company has approved the Merger and Reorganization, this Agreement and the transactions contemplated hereby and thereby, and such approval is sufficient to render inapplicable to the Merger Reorganization and this Agreement and the transactions contemplated hereby the any state anti-takeover provisions of the CCC to the extent, if any, such provisions are applicable to the Merger, this Agreement, and the transactions contemplated hereby and thereby. No other state takeover, control share, fair price or similar statute or regulation applies to or purports to apply to Yuma with respect to the Merger, this Agreement, or the transactions contemplated hereby and therebyregulation.

Authority; Non-Contravention; Approvals. (a) Yuma Parent has the requisite corporate power and authority to enter into this Agreement and, subject to Yuma Shareholder Parent Stockholder Approval, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by Yuma Parent of this Agreement, the performance by Yuma Parent of its obligations hereunder, hereunder and the consummation by Yuma Parent of the transactions contemplated hereby, hereby have been duly authorized by all necessary corporate action on the part of YumaParent and Merger Sub, subject only to Parent Stockholder Approval, to adoption of this Agreement by Parent as sole stockholder of Merger Sub immediately following the approval execution hereof, and the filing and recordation of the Yuma Shareholder Approval Matters by the shareholders Certificate of YumaMerger pursuant to Delaware Law. The affirmative vote of the holders of (i) a majority in voting power of the outstanding shares of Yuma Parent Common Stock outstanding on the applicable record date and (ii) two-thirds of the outstanding shares of Yuma Series A Preferred Stock outstanding on the applicable record date voting as a separate class (collectively, the “Yuma Shareholder Parent Stockholder Approval”) is the only vote of the holders of any class or series of Yuma’s Parent Capital Stock necessary to adopt or approve the Yuma Shareholder Parent Stockholder Approval Matters. There are no bonds, debentures, notes or other indebtedness of Yuma having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which the holders of Yuma Common Stock may vote. This Agreement has been duly executed and delivered by each of the Yuma Entities, Parent and Merger Sub and, assuming the due authorization, execution and delivery hereof of this Agreement by Company and the CompanyCompany Stockholders’ Agent, this Agreement constitutes a the valid and legally binding agreement obligation of each of the Yuma EntitiesParent and Merger Sub, enforceable against the Yuma Entities in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium except as enforceability may be limited by bankruptcy and other similar Laws affecting creditors’ rights laws and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). (b) The Yuma BoardParent’s board of directors, by resolutions duly adopted by unanimous vote at a meeting of all directors of Yuma Parent duly called and held and, as of the date hereofof this Agreement, not subsequently rescinded or modified in any way, has, as of the date hereof of this Agreement (i) approved this Agreement, the Reincorporation Merger Agreement and the Merger, and determined that this Agreement and the transactions contemplated herebyby this Agreement, including the Reincorporation Merger and the Merger, are fair to, and in the best interests of, Yuma shareholdersof Parent’s stockholders, and (ii) resolved to recommend that YumaParent’s shareholders stockholders approve the Yuma Shareholder Parent Stockholder Approval Matters and directed that such matters be submitted for consideration of the shareholders stockholders of Yuma Parent at the Yuma ShareholdersParent Stockholders’ Meeting. The board of directors of each of Delaware Merger Subsidiary and Merger SubsidiarySub, at a meeting duly called and held, has unanimously approved this Agreement, the Reincorporation Merger and the Merger, as applicable. Yuma, in its capacity as the sole stockholder of Delaware Merger Subsidiary, hereby approves of declared advisable this Agreement and the Reincorporation MergerMerger and submitted this Agreement to Parent, and Delaware Merger Subsidiaryas its sole stockholder for adoption thereby. Immediately following the execution of this Agreement, Parent in its capacity as the sole stockholder of Merger SubsidiarySub, hereby approves of shall execute a written consent adopting this Agreement and the MergerAgreement. (c) The executionexecution and delivery of this Agreement by Parent and Merger Sub does not, delivery and the performance of this Agreement by each of the Yuma Entities and the consummation of the Reincorporation MergerParent or Merger Sub will not, the Merger, and the other transactions contemplated hereby do not and will not violate, (i) conflict with or result in a breach violate the certificate of any provision of, incorporation or constitute a default (bylaws of Parent 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, contractually require any offer to purchase or any prepayment of any debt, or result in the creation of any lien, security interest or encumbrance upon any of the properties or assets of Yuma under any of the terms, conditions or provisions of (i) the Governing Documents of any Yuma CompanyMerger Sub, (ii) subject to obtaining Parent Stockholder Approval and compliance with the requirements set forth in clauses (i)-(vSection 3.3(d) of Section 4.03(d) and obtaining the Yuma Shareholder Approvalbelow, conflict with or violate any statute, Law, ordinance, rule, regulation, judgment, decreeLegal Requirement, order, injunction, writ, Permit judgment or license of any court or Governmental Entity decree applicable to any of the Yuma Companies Parent or any of Merger Sub or by which their respective properties or assets, or (iii) any contract, agreement, commitment or understanding to which any Yuma Company is now a party or by which any of the Yuma Companies or any of their respective properties or assets may be are bound or affected, except as provided in Section 4.03 of the Yuma Disclosure Schedule, and other than, in the case of clauses (ii) and (iii) of this Section 4.03(c), for any such violations, conflicts, breaches, defaults, terminations, accelerations, contractual requirements conflicts or creations of liens, security interests or encumbrances violations that would not reasonably be expected, individually or in the aggregate, to have a Yuma Parent Material Adverse Effect and or would not prevent or materially delay the consummation of the Merger, or (iii) require an Acquiring Company to make any filing with or give any notice to or obtain any Consent from a Person pursuant to any Parent Contract, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or impair Parent’s rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the properties or assets of Parent pursuant to, any Parent Contract. (d) Except No consent, approval, order or authorization of, or registration, declaration or filing with any Governmental Body is required by or with respect to Parent in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) the filing with the SEC of a Registration Statement on Form S-4 any outstanding periodic reports due under the Securities Act by Yuma, through Delaware Merger Subsidiary, with respect to the transactions contemplated hereby (the “Registration Statement”) and applicable filings pursuant to the Exchange Act, including (ii) the filing of the Registration Statement with the SEC of Yuma’s proxy statement relating to in accordance with the Yuma Shareholders’ Meeting (the “Proxy Statement/Prospectus”)Securities Act, (iiiii) the filing of the Certificate of Merger with the Secretary of State in connection with of the MergerState of Delaware, (iiiiv) the filing of a the Proxy Statement with the SEC in accordance with the Exchange Act, (v) the filing of Current Report Reports on Form 8-K with the SEC within four (4) Business Days business days after the execution of this Agreement and within four (4) Business Days of the Closing Date, (ivvi) filings the filing of the Parent Amended and Restated Charter with the Secretary of State and the secretary of state of the State of California Delaware in connection accordance with the Reincorporation MergerSection 5.18, and (vvii) such approvals as may be required under applicable state securities or “blue sky” Laws laws or the rules and regulations of the NYSE MKTNASDAQ, and except as provided in (viii) the filings contemplated by Section 4.03 of the Yuma Disclosure Schedule, no declaration, filing or registration with, or notice to, or authorization, consent or approval, ratification or permission of (any of the foregoing being a “Consent”5.5(a), any Governmental Entity or authority or other Person is necessary under any Yuma Material Contract or otherwise for the execution and delivery of this Agreement by Yuma or Merger Subsidiary or the consummation by Yuma or Merger Subsidiary of the transactions contemplated hereby, other than such Consents which, if not made or obtained, as the case may be, would not reasonably be expected, individually or in the aggregate, to have a Yuma Material Adverse Effect and would not prevent or materially delay the consummation of the Merger. (e) The board of directors of Yuma has approved the Merger and this Agreement and the transactions contemplated hereby and thereby, and such approval is sufficient to render inapplicable to the Merger and this Agreement and the transactions contemplated hereby the anti-takeover provisions of the CCC to the extent, if any, such provisions are applicable to the Merger, this Agreement, and the transactions contemplated hereby and thereby. No other state takeover, control share, fair price or similar statute or regulation applies to or purports to apply to Yuma with respect to the Merger, this Agreement, or the transactions contemplated hereby and thereby.

Authority; Non-Contravention; Approvals. (a) Yuma SCG and each of the SCG Subsidiaries has the requisite full power, corporate power or otherwise, and authority to enter into this Agreement and the Related Agreements to which it is a party and, subject to Yuma Shareholder ApprovalSCG Shareholders' Approval and SCG Required Statutory Approvals, to perform its obligations hereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery by Yuma of this Agreement, Agreement and the performance by Yuma of its obligations hereunderRelated Agreements to which they are parties, and the consummation by Yuma SCG and the SCG Subsidiaries of the transactions contemplated herebyhereby and thereby, have been duly authorized by all necessary the SCG Board and the board of the relevant SCG Subsidiary, and no other corporate action proceedings on the part of Yuma, subject only SCG or either SCG Subsidiary are necessary to authorize the approval execution and delivery of this Agreement or the Related Agreements and the consummation by SCG and the SCG Subsidiaries of the Yuma Shareholder transactions contemplated hereby and thereby, except for SCG Shareholders' Approval Matters by and the shareholders obtaining of Yuma. The affirmative vote of the holders of (i) a majority of the outstanding shares of Yuma Common Stock outstanding on the applicable record date and (ii) two-thirds of the outstanding shares of Yuma Series A Preferred Stock outstanding on the applicable record date voting as a separate class (collectively, the “Yuma Shareholder Approval”) is the only vote of the holders of any class or series of Yuma’s Capital Stock necessary to adopt or approve the Yuma Shareholder Approval Matters. There are no bonds, debentures, notes or other indebtedness of Yuma having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which the holders of Yuma Common Stock may voteSCG Required Statutory Approvals. This Agreement has been duly and validly executed and delivered by each of the Yuma EntitiesSCG, and, assuming the due authorization, execution and delivery hereof by the CompanyATLANTIC, constitutes a valid and legally binding agreement of each of the Yuma Entities, SCG enforceable against the Yuma Entities SCG in accordance with its terms, except that such enforcement may be subject to applicable (i) bankruptcy, insolvency, reorganization, moratorium and or other similar Laws laws affecting or relating to enforcement of creditors’ ' rights and remedies generally, (ii) general equitable principles and subject(iii) to the extent this Agreement or any of the Related Agreements contains indemnification provisions for violations of federal or state securities laws, as to enforceabilityenforceability of such provisions may be limited under federal and state securities laws. As of the date of this Agreement, to general principles neither of equitythe SCG Subsidiaries is in violation of its charter, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law bylaws or in equity)other organizational documents. (b) The Yuma Board, by resolutions duly adopted by unanimous vote at a meeting of all directors of Yuma duly called execution and held and, as of the date hereof, not subsequently rescinded or modified in any way, has, as of the date hereof (i) approved this Agreement, the Reincorporation Merger and the Merger, and determined that this Agreement and the transactions contemplated hereby, including the Reincorporation Merger and the Merger, are fair to, and in the best interests of, Yuma shareholders, and (ii) resolved to recommend that Yuma’s shareholders approve the Yuma Shareholder Approval Matters and directed that such matters be submitted for consideration of the shareholders of Yuma at the Yuma Shareholders’ Meeting. The board of directors of each of Delaware Merger Subsidiary and Merger Subsidiary, at a meeting duly called and held, has unanimously approved this Agreement, the Reincorporation Merger and the Merger, as applicable. Yuma, in its capacity as the sole stockholder of Delaware Merger Subsidiary, hereby approves delivery of this Agreement and the Reincorporation Merger, Related Agreements by SCG and Delaware Merger each SCG Subsidiary, in its capacity as to the sole stockholder of Merger Subsidiaryextent it is a party thereto, hereby approves of this Agreement and the Merger. (c) The executiondo not, delivery and performance of this Agreement by each of the Yuma Entities and the consummation by SCG and the SCG Subsidiaries of the Reincorporation Merger, the Merger, and the other transactions contemplated hereby do not and thereby will not not, violate, conflict with 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, contractually require any offer to purchase or any prepayment of any debt, or result in the creation of any lien, security interest interest, charge or encumbrance upon any of the properties or assets of Yuma either of the SCG Subsidiaries under any of the terms, conditions or provisions of (i) the Governing Documents subject to obtaining SCG Shareholders' Approval, SCG's or such SCG Subsidiary's articles of any Yuma Companyincorporation or bylaws, (ii) subject to compliance with the requirements set forth in clauses (i)-(v) of Section 4.03(d) obtaining SCG Required Statutory Approvals and obtaining the Yuma Shareholder SCG Shareholders' Approval, any statute, Lawlaw, ordinance, rule, regulation, judgment, decree, order, injunction, writ, Permit permit or license of any court or Governmental Entity governmental authority applicable to SCG or either SCG Subsidiary or any of the Yuma Companies or any assets of their respective properties or assetseither of the SCG Subsidiaries, or (iii) the certificate of incorporation or bylaws of an SCG Subsidiary or (iv) except as set forth on Schedule 4.4(b) hereto, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, agreementlease or other instrument, commitment obligation or understanding agreement of any kind to which any Yuma Company SCG or either SCG Subsidiary is now a party or by which SCG or either SCG Subsidiary or any of the Yuma Companies or any assets of their respective properties or assets either of the SCG Subsidiaries may be bound or affectedbound, except as provided in Section 4.03 of excluding from the Yuma Disclosure Schedule, and other than, in the case of foregoing clauses (ii) and (iiiiv) of this Section 4.03(c), such violations, conflicts, breaches, defaults, terminations, accelerations, contractual requirements accelerations or creations of liens, security interests interests, charges or encumbrances that would not reasonably be expectednot, individually or in the aggregate, be reasonably expected to have a Yuma Material Adverse Effect and would not prevent material adverse effect on the business, operations, properties, assets, condition (financial or materially delay the consummation other), results of operations or prospects of either of the MergerSCG Subsidiaries. (dc) Except for (i) the filing of the Proxy Statement and the SCG Warrant Registration Statement with the SEC of a Registration Statement on Form S-4 under Commission pursuant to the Securities Act by Yuma, through Delaware Merger Subsidiary, with respect to the transactions contemplated hereby (the “Registration Statement”) and applicable filings pursuant to the Exchange Act, including and the filing declaration of the effectiveness of the SCG Warrant Registration Statement by the Commission and filings with the SEC of Yuma’s proxy statement relating to the Yuma Shareholders’ Meeting (the “Proxy Statement/Prospectus”)various state blue sky authorities, (ii) the filing of the Certificate of Merger with the Secretary of State in connection with the Merger, any required filings by SCG or an SCG Subsidiary pursuant to Section 2.1 and (iii) any required filings by SCG of amendments to its articles of incorporation (the filing of a Current Report on Form 8-K with filings and approvals referred to in clauses (i) through (iii) are collectively referred to as the SEC within four (4) Business Days after the execution of this Agreement and within four (4) Business Days of the Closing Date, (iv) filings with the Secretary of State and the secretary of state of the State of California in connection with the Reincorporation Merger, and (v) such approvals as may be required under applicable state securities or “blue sky” Laws or the rules and regulations of the NYSE MKT, and except as provided in Section 4.03 of the Yuma Disclosure Schedule"SCG Required Statutory Approvals"), no declaration, filing or registration with, or notice to, or authorization, consent or approval, ratification or permission of (any of the foregoing being a “Consent”)approval of, any Governmental Entity governmental or regulatory body or authority or other Person is necessary under any Yuma Material Contract or otherwise for the execution and delivery of this Agreement and the Related Agreements by Yuma SCG or Merger either SCG Subsidiary or the consummation by Yuma SCG or Merger either SCG Subsidiary of the transactions contemplated herebyhereby or thereby, other than such Consents declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not reasonably be expectednot, individually or in the aggregate, be reasonably expected to have a Yuma Material Adverse Effect and would not prevent material adverse effect on the business, operations, properties, assets, condition (financial or materially delay the consummation other), results of operations or prospects of either of the MergerSCG Subsidiaries. (e) The board of directors of Yuma has approved the Merger and this Agreement and the transactions contemplated hereby and thereby, and such approval is sufficient to render inapplicable to the Merger and this Agreement and the transactions contemplated hereby the anti-takeover provisions of the CCC to the extent, if any, such provisions are applicable to the Merger, this Agreement, and the transactions contemplated hereby and thereby. No other state takeover, control share, fair price or similar statute or regulation applies to or purports to apply to Yuma with respect to the Merger, this Agreement, or the transactions contemplated hereby and thereby.

Authority; Non-Contravention; Approvals. (a) Yuma Parent has the requisite corporate power and authority to enter into this Agreement and, subject to Yuma Shareholder Parent Stockholder Approval, to perform its obligations hereunder and to consummate the transactions contemplated herebyParent Transactions. The execution and delivery by Yuma Parent of this Agreement, the performance by Yuma Parent of its obligations hereunder, hereunder and the consummation by Yuma Parent of the transactions contemplated hereby, Parent Transactions have been duly authorized by all necessary corporate action on the part of YumaParent and Merger Sub, subject only to Parent Stockholder Approval, to adoption of this Agreement by Parent as sole stockholder of Merger Sub immediately following the approval execution hereof, the filing and recordation of an amended and restated certificate of incorporation reflecting the matters contemplated pursuant to Section 1.04(c) (the “Parent Charter Amendment”) and the filing and recordation of the Yuma Shareholder Approval Matters by Certificate of Merger pursuant to the shareholders of YumaDGCL. The affirmative vote of the holders of (i) a majority in voting power of the outstanding shares of Yuma Parent Common Stock outstanding on the applicable record date and (ii) two-thirds of the outstanding shares of Yuma Series A Preferred Stock outstanding on the applicable record date voting as a separate class (collectively, the “Yuma Shareholder Parent Stockholder Approval”) is the only vote of the holders of any class or series of Yuma’s Parent Capital Stock necessary to adopt or approve the Yuma Shareholder Parent Stockholder Approval Matters. There are no bonds, debentures, notes or other indebtedness Matters (except that the approval of Yuma having the right to vote (or convertible into, or exchangeable for, securities having issuance of the right to vote) on any matters on which the holders shares of Yuma Parent Common Stock may voteto the Company Stockholders at the Effective Time only requires the affirmative vote of a majority of the votes cast assuming that a quorum is present at the Parent Stockholder Meeting). This Agreement has been duly executed and delivered by each of the Yuma Entities, Parent and Merger Sub and, assuming the due authorization, execution and delivery hereof of this Agreement by the Company, this Agreement constitutes a the valid and legally binding agreement obligation of each of the Yuma EntitiesParent and Merger Sub, enforceable against the Yuma Entities in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium except as enforceability may be limited by bankruptcy and other similar Laws affecting creditors’ rights laws and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). (b) The Yuma BoardParent’s board of directors, by resolutions duly adopted by a unanimous vote at a meeting of all directors of Yuma Parent duly called and held held, or by unanimous written consent of the board of directors of Parent, and, as of the date hereofof this Agreement, not subsequently rescinded or modified in any way, has, as of the date hereof of this Agreement (i) approved this Agreement, the Reincorporation Merger Agreement and the Merger, and determined that this Agreement and the transactions contemplated herebyParent Transactions, including the Reincorporation Merger and the Merger, are fair to, and in the best interests of, Yuma shareholdersof Parent’s stockholders, and (ii) resolved to recommend that YumaParent’s shareholders stockholders approve the Yuma Shareholder Parent Stockholder Approval Matters and directed that such matters be submitted for consideration of the shareholders stockholders of Yuma Parent at the Yuma ShareholdersParent Stockholders’ Meeting. The board of directors of each of Delaware Merger Subsidiary Sub has approved and Merger Subsidiary, at a meeting duly called and held, has unanimously approved this Agreement, the Reincorporation Merger and the Merger, as applicable. Yuma, in its capacity as the sole stockholder of Delaware Merger Subsidiary, hereby approves of declared advisable this Agreement and the Reincorporation MergerMerger and submitted this Agreement to Parent, and Delaware Merger Subsidiaryas its sole stockholder for adoption thereby. Immediately following the execution of this Agreement, Parent in its capacity as the sole stockholder of Merger SubsidiarySub, hereby approves of shall execute a written consent adopting this Agreement and the MergerAgreement. (c) The executionexecution and delivery of this Agreement by Parent and Merger Sub does not, delivery and the performance of this Agreement by each of the Yuma Entities and the consummation of the Reincorporation MergerParent or Merger Sub will not, the Merger, and the other transactions contemplated hereby do not and will not violate, (i) conflict with or result in a breach violate the certificate of any provision of, incorporation or constitute a default (bylaws of Parent 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, contractually require any offer to purchase or any prepayment of any debt, or result in the creation of any lien, security interest or encumbrance upon any of the properties or assets of Yuma under any of the terms, conditions or provisions of (i) the Governing Documents of any Yuma CompanyMerger Sub, (ii) subject to obtaining Parent Stockholder Approval and compliance with the requirements set forth in clauses (i)-(vSection 3.03(d) of Section 4.03(d) and obtaining the Yuma Shareholder Approvalbelow, conflict with or violate any statute, Law, ordinance, rule, regulation, judgment, decreeLegal Requirement, order, injunction, writ, Permit judgment or license of any court or Governmental Entity decree applicable to any of the Yuma Companies Parent or any of Merger Sub or by which their respective properties or assets, or (iii) any contract, agreement, commitment or understanding to which any Yuma Company is now a party or by which any of the Yuma Companies or any of their respective properties or assets may be are bound or affected, except as provided in Section 4.03 of the Yuma Disclosure Schedule, and other than, in the case of clauses (ii) and (iii) of this Section 4.03(c), for any such violations, conflicts, breaches, defaults, terminations, accelerations, contractual requirements conflicts or creations of liens, security interests or encumbrances violations that would not reasonably be expected, individually or in the aggregate, to have a Yuma Parent Material Adverse Effect and or would not prevent or materially delay the consummation of the Merger, (iii) require an Acquiring Company to make any filing with or give any notice to or obtain any Consent from a Person pursuant to any Parent Contract, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or impair Parent’s rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or Encumbrance on any of the properties or assets of Parent pursuant to, any Parent Contract or (iv) otherwise result in the creation of any Encumbrance on any of the properties or assets of Parent. (d) Except No consent, approval, order or authorization of, or registration, declaration or filing with any Governmental Body is required by or with respect to Parent in connection with the execution and delivery of this Agreement or the consummation of the Parent Transactions, except for (i) the filing with the SEC of a Registration Statement on Form S-4 any outstanding periodic reports due under the Securities Act by Yuma, through Delaware Merger Subsidiary, with respect to the transactions contemplated hereby (the “Registration Statement”) and applicable filings pursuant to the Exchange Act, including the filing with the SEC of Yuma’s proxy statement relating to the Yuma Shareholders’ Meeting (the “Proxy Statement/Prospectus”), (ii) the filing of the Certificate of Merger with the Secretary of State in connection with of the MergerState of Delaware, (iii) the filing of a the S-4 Registration Statement and the Proxy Statement/Prospectus with the SEC in accordance with the Exchange Act, (iv) the filing of Current Report Reports on Form 8-K with the SEC within four (4) Business Days business days after the execution of this Agreement and within four (4) Business Days of the Closing Date, (ivv) filings the filing of the Parent Charter Amendment with the Secretary of State and the secretary of state of the State of California Delaware in connection accordance with the Reincorporation MergerSection 5.15, and (vvii) such approvals as may be required under applicable state securities or “blue sky” Laws laws or the rules and regulations of the NYSE MKT, and except as provided in Section 4.03 of the Yuma Disclosure Schedule, no declaration, filing or registration with, or notice to, or authorization, consent or approval, ratification or permission of (any of the foregoing being a “Consent”), any Governmental Entity or authority Nasdaq or other Person is necessary applicable national securities exchange or over-the-counter market and (viii) such consents as may be required under the Antitrust Laws, in any Yuma Material Contract or otherwise for the execution and delivery of this Agreement by Yuma or Merger Subsidiary or the consummation by Yuma or Merger Subsidiary of the transactions contemplated hereby, other than such Consents which, if not made or obtained, as the case may be, would not reasonably be expected, individually or in the aggregate, to have a Yuma Material Adverse Effect and would not prevent or materially delay the consummation of the Merger. (e) The board of directors of Yuma has approved the Merger and this Agreement and the transactions contemplated hereby and thereby, and such approval is sufficient to render inapplicable to the Merger and this Agreement and the transactions contemplated hereby the anti-takeover provisions of the CCC to the extent, if any, such provisions that are applicable to the Merger, transactions contemplated by this Agreement, and the transactions contemplated hereby and thereby. No other state takeover, control share, fair price or similar statute or regulation applies to or purports to apply to Yuma with respect to the Merger, this Agreement, or the transactions contemplated hereby and thereby.

Authority; Non-Contravention; Approvals. (a) Yuma Each of SES and Merger Subsidiary has the requisite corporate power and authority to enter into this Agreement and, subject to Yuma Shareholder SES Stockholder Approval, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by Yuma each of SES and Merger Subsidiary of this Agreement, the performance by Yuma each of SES and Merger Subsidiary of its obligations hereunder, and the consummation by Yuma each of SES and Merger Subsidiary of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of YumaSES, subject only to the approval of the Yuma Shareholder SES Stockholder Approval Matters by the shareholders of YumaSES Stockholders, and Merger Subsidiary. The affirmative vote of the holders of (i) a majority of the outstanding shares of Yuma SES Common Stock outstanding on the applicable record date and (ii) two-thirds of the outstanding shares of Yuma Series A Preferred Stock outstanding on the applicable record date voting as a separate class (collectively, the “Yuma Shareholder SES Stockholder Approval”) is the only vote of the holders of any class or series of Yuma’s SES’ Capital Stock necessary to adopt or approve the Yuma Shareholder SES Stockholder Approval Matters. There are no bonds, debentures, notes or other indebtedness of Yuma SES having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which the holders of Yuma SES Common Stock may vote. This Agreement has been duly executed and delivered by each of the Yuma EntitiesSES and Merger Subsidiary, and, assuming the due authorization, execution and delivery hereof by the Company, constitutes a valid and legally binding agreement of each of the Yuma EntitiesSES and Merger Subsidiary, enforceable against the Yuma Entities each of SES and Merger Subsidiary in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). (b) The Yuma SES Board, by resolutions duly adopted by unanimous vote of the disinterested directors at a meeting of all directors of Yuma SES duly called and held and, as of the date hereof, not subsequently rescinded or modified in any way, has, as of the date hereof (i) approved this Agreement, the Reincorporation Merger Agreement and the Merger, and determined that this Agreement and the transactions contemplated hereby, including the Reincorporation Merger and the Merger, hereby are fair to, and in the best interests of, Yuma shareholdersthe SES Stockholders, and (ii) resolved to recommend that Yuma’s shareholders the SES Stockholders approve the Yuma Shareholder SES Stockholder Approval Matters and directed that such matters be submitted for consideration of the shareholders stockholders of Yuma SES at the Yuma ShareholdersSES Stockholders’ Meeting. The board of directors of each of Delaware Merger Subsidiary and the Merger Subsidiary, at a meeting duly called and held, has unanimously approved this Agreement, the Reincorporation Merger Agreement and the Merger, as applicable. Yuma, in its capacity as the sole stockholder of Delaware Merger Subsidiary, hereby approves of this Agreement and the Reincorporation Merger, and Delaware Merger SubsidiarySES, in its capacity as the sole stockholder of Merger Subsidiary, hereby approves of this Agreement and the Merger. (c) The execution, delivery and performance of this Agreement by each of the Yuma SES Entities and the consummation of the Reincorporation Merger, the Merger, and the other transactions contemplated hereby do not and will not violate, conflict with 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, contractually require any offer to purchase or any prepayment of any debt, or result in the creation of any lien, security interest or encumbrance upon any of the properties or assets of Yuma SES under any of the terms, conditions or provisions of (i) the Governing Documents of any Yuma SES Company, (ii) subject to compliance with the requirements set forth in clauses (i)-(vi)-(iv) of Section 4.03(d3.03(d) and obtaining the Yuma Shareholder SES Stockholder Approval, any statute, Law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, Permit or license of any court or Governmental Entity applicable to any of the Yuma SES Companies or any of their respective properties or assets, or (iii) any contract, agreement, commitment or understanding to which any Yuma SES Company is now a party or by which any of the Yuma SES Companies or any of their respective properties or assets may be bound or affected, except as provided in Section 4.03 3.03 of the Yuma SES Disclosure Schedule, and other than, in the case of clauses (ii) and (iii) of this Section 4.03(c3.03(c), such violations, conflicts, breaches, defaults, terminations, accelerations, contractual requirements or creations of liens, security interests or encumbrances that would not reasonably be expected, individually or in the aggregate, to have a Yuma SES Material Adverse Effect and would not prevent or materially delay the consummation of the Merger. (d) Except for (i) the filing with the SEC of a Registration Statement on Form S-4 under the Securities Act by Yuma, through Delaware Merger Subsidiary, SES with respect to the transactions contemplated hereby (the “Registration Statement”) and applicable filings pursuant to the Exchange Act, including the filing with the SEC of Yuma’s SES’ proxy statement relating to the Yuma ShareholdersSES Stockholders’ Meeting (the “Proxy Statement/Prospectus”), (ii) the filing of the Certificate of Merger with the Secretary of State in connection with the Merger, (iii) the filing of a Current Report on Form 8-K with the SEC within four (4) Business Days after the execution of this Agreement and within four (4) Business Days of the Closing Date, (iv) filings with the Secretary consent of State the holders of the SES Debentures and the secretary of state of the State of California in connection with the Reincorporation MergerSES Common Stock Warrants, and (v) such approvals as may be required under applicable state securities or “blue sky” Laws or the rules and regulations of the NYSE MKTNASDAQ Stock Market, and except as provided in Section 4.03 3.03 of the Yuma SES Disclosure Schedule, no declaration, filing or registration with, or notice to, or authorization, consent or approval, ratification or permission of (any of the foregoing being a “Consent”), (vi) such approvals of any Governmental Entity or authority or other Person is necessary under any Yuma SES Material Contract or otherwise for the execution and delivery of this Agreement by Yuma SES or Merger Subsidiary or the consummation by Yuma SES or Merger Subsidiary of the transactions contemplated hereby, other than such Consents which, if not made or obtained, as the case may be, would not reasonably be expected, individually or in the aggregate, to have a Yuma SES Material Adverse Effect and would not prevent or materially delay the consummation of the Merger. (e) The board of directors of Yuma SES has approved the Merger and this Agreement and the transactions contemplated hereby and thereby, and such approval is sufficient to render inapplicable to the Merger and this Agreement and the transactions contemplated hereby the anti-takeover provisions of the CCC DGCL to the extent, if any, such provisions are applicable to the Merger, this Agreement, and the transactions contemplated hereby and thereby. No other state takeover, control share, fair price or similar statute or regulation applies to or purports to apply to Yuma SES with respect to the Merger, this Agreement, or the transactions contemplated hereby and thereby.

Authority; Non-Contravention; Approvals. (a) Yuma Parent has the requisite corporate power and authority to enter into this Agreement and, subject to Yuma Shareholder Parent Stockholder Approval, to perform its obligations hereunder and to consummate the transactions contemplated herebyParent Transactions. The execution and delivery by Yuma Parent of this Agreement, the performance by Yuma Parent of its obligations hereunder, hereunder and the consummation by Yuma Parent of the transactions contemplated hereby, Parent Transactions have been duly authorized by all necessary corporate action on the part of YumaParent and Merger Sub, subject only to Parent Stockholder Approval, to adoption of this Agreement by Parent as sole stockholder of Merger Sub immediately following the approval execution hereof, the filing and recordation of the Yuma Shareholder Approval Matters by Parent Amended and Restated Charter and the shareholders filing and recordation of Yumathe Certificate of Merger pursuant to Delaware Law. The affirmative vote of the holders of (i) a majority in voting power of the outstanding shares of Yuma Parent Common Stock outstanding on the applicable record date and (ii) two-thirds of the outstanding shares of Yuma Series A Preferred Stock outstanding on the applicable record date voting as a separate class (collectively, the “Yuma Shareholder Parent Stockholder Approval”) is the only vote of the holders of any class or series of Yuma’s Parent Capital Stock necessary to adopt or approve the Yuma Shareholder Parent Stockholder Approval Matters. There are no bonds, debentures, notes or other indebtedness of Yuma having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which the holders of Yuma Common Stock may vote. This Agreement has been duly executed and delivered by each of the Yuma Entities, Parent and Merger Sub and, assuming the due authorization, execution and delivery hereof of this Agreement by the Company, this Agreement constitutes a the valid and legally binding agreement obligation of each of the Yuma EntitiesParent and Merger Sub, enforceable against the Yuma Entities in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium except as enforceability may be limited by bankruptcy and other similar Laws affecting creditors’ rights laws and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). (b) The Yuma BoardParent’s board of directors, by resolutions duly adopted by a unanimous vote at a meeting of all directors of Yuma Parent duly called and held held, or by unanimous written consent of the board of directors of Parent, and, as of the date hereofof this Agreement, not subsequently rescinded or modified in any way, has, as of the date hereof of this Agreement (i) approved this Agreement, the Reincorporation Merger Agreement and the Merger, and determined that this Agreement and the transactions contemplated herebyParent Transactions, including the Reincorporation Merger and the Merger, are fair to, and in the best interests of, Yuma shareholdersof Parent’s stockholders, and (ii) resolved to recommend that YumaParent’s shareholders stockholders approve the Yuma Shareholder Parent Stockholder Approval Matters and directed that such matters be submitted for consideration of the shareholders stockholders of Yuma Parent at the Yuma ShareholdersParent Stockholders’ Meeting. The board of directors of each of Delaware Merger Subsidiary Sub has approved and Merger Subsidiary, at a meeting duly called and held, has unanimously approved this Agreement, the Reincorporation Merger and the Merger, as applicable. Yuma, in its capacity as the sole stockholder of Delaware Merger Subsidiary, hereby approves of declared advisable this Agreement and the Reincorporation MergerMerger and submitted this Agreement to Parent, and Delaware Merger Subsidiaryas its sole stockholder for adoption thereby. Immediately following the execution of this Agreement, Parent in its capacity as the sole stockholder of Merger SubsidiarySub, hereby approves of shall execute a written consent adopting this Agreement and the MergerAgreement. (c) The executionexecution and delivery of this Agreement by Parent and Merger Sub does not, delivery and the performance of this Agreement by each of the Yuma Entities and the consummation of the Reincorporation MergerParent or Merger Sub will not, the Merger, and the other transactions contemplated hereby do not and will not violate, (i) conflict with or result in a breach violate the certificate of any provision of, incorporation or constitute a default (bylaws of Parent 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, contractually require any offer to purchase or any prepayment of any debt, or result in the creation of any lien, security interest or encumbrance upon any of the properties or assets of Yuma under any of the terms, conditions or provisions of (i) the Governing Documents of any Yuma CompanyMerger Sub, (ii) subject to obtaining Parent Stockholder Approval and compliance with the requirements set forth in clauses (i)-(vSection 3.3(d) of Section 4.03(d) and obtaining the Yuma Shareholder Approvalbelow, conflict with or violate any statute, Law, ordinance, rule, regulation, judgment, decreeLegal Requirement, order, injunction, writ, Permit judgment or license of any court or Governmental Entity decree applicable to any of the Yuma Companies Parent or any of Merger Sub or by which their respective properties or assets, or (iii) any contract, agreement, commitment or understanding to which any Yuma Company is now a party or by which any of the Yuma Companies or any of their respective properties or assets may be are bound or affected, except as provided in Section 4.03 of the Yuma Disclosure Schedule, and other than, in the case of clauses (ii) and (iii) of this Section 4.03(c), for any such violations, conflicts, breaches, defaults, terminations, accelerations, contractual requirements conflicts or creations of liens, security interests or encumbrances violations that would not reasonably be expected, individually or in the aggregate, to have a Yuma Parent Material Adverse Effect and or would not prevent or materially delay the consummation of the Merger, or (iii) require an Acquiring Company to make any filing with or give any notice to or obtain any Consent from a Person pursuant to any Parent Contract, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or impair Parent’s rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the properties or assets of Parent pursuant to, any Parent Contract. (d) Except No consent, approval, order or authorization of, or registration, declaration or filing with any Governmental Body is required by or with respect to Parent in connection with the execution and delivery of this Agreement or the consummation of the Parent Transactions , except for (i) the filing with the SEC of a Registration Statement on Form S-4 any outstanding periodic reports due under the Securities Act by Yuma, through Delaware Merger Subsidiary, with respect to the transactions contemplated hereby (the “Registration Statement”) and applicable filings pursuant to the Exchange Act, including the filing with the SEC of Yuma’s proxy statement relating to the Yuma Shareholders’ Meeting (the “Proxy Statement/Prospectus”), (ii) the filing of the Certificate of Merger with the Secretary of State in connection with of the MergerState of Delaware, (iii) the filing of a the Proxy Statement/Prospectus/ Information Statement with the SEC in accordance with the Exchange Act, (iv) the filing of Current Report Reports on Form 8-K with the SEC within four (4) Business Days business days after the execution of this Agreement and within four (4) Business Days of the Closing Date, (ivv) filings the filing of the Parent Amended and Restated Charter with the Secretary of State and the secretary of state of the State of California Delaware in connection accordance with the Reincorporation Merger, Section 5.15 and (vvii) such approvals as may be required under applicable state securities or “blue sky” Laws laws or the rules and regulations of the NYSE MKT, and except as provided in Section 4.03 of the Yuma Disclosure Schedule, no declaration, filing or registration with, or notice to, or authorization, consent or approval, ratification or permission of (any of the foregoing being a “Consent”), any Governmental Entity or authority MKT or other Person is necessary under any Yuma Material Contract applicable national securities exchange or otherwise for the execution and delivery of this Agreement by Yuma or Merger Subsidiary or the consummation by Yuma or Merger Subsidiary of the transactions contemplated hereby, other than such Consents which, if not made or obtained, as the case may be, would not reasonably be expected, individually or in the aggregate, to have a Yuma Material Adverse Effect and would not prevent or materially delay the consummation of the Mergerover-the-counter market. (e) The board of directors of Yuma has approved the Merger and this Agreement and the transactions contemplated hereby and thereby, and such approval is sufficient to render inapplicable to the Merger and this Agreement and the transactions contemplated hereby the anti-takeover provisions of the CCC to the extent, if any, such provisions are applicable to the Merger, this Agreement, and the transactions contemplated hereby and thereby. No other state takeover, control share, fair price or similar statute or regulation applies to or purports to apply to Yuma with respect to the Merger, this Agreement, or the transactions contemplated hereby and thereby.

Authority; Non-Contravention; Approvals. (a) Yuma BLBX has the requisite corporate power and authority to enter into this Agreement and, subject to Yuma Shareholder BLBX Stockholder Approval, to perform its obligations hereunder and to consummate the transactions contemplated herebyContemplated Transactions. The execution and delivery by Yuma of this AgreementAgreement by BLBX, the performance by Yuma BLBX of its obligations hereunder, hereunder and the consummation by Yuma BLBX of the transactions contemplated hereby, have Contemplated Transactions has been duly authorized by all necessary corporate action on the part of YumaBLBX, subject only to the approval of the Yuma Shareholder Approval Matters by the shareholders of YumaBLBX Stockholder Approval. The affirmative vote of the holders of (i) a majority of the outstanding shares of Yuma Common Stock outstanding on the applicable record date and (ii) two-thirds of the outstanding shares of Yuma Series A Preferred Stock outstanding on the applicable record date voting as a separate class (collectively, the “Yuma Shareholder Approval”) BLBX Stockholder Approval Threshold is the only vote of the holders of any class or series of Yuma’s Capital BLBX Common Stock necessary to adopt or approve the Yuma Shareholder BLBX Stockholder Approval MattersMatter. There are Except for BLBX Stockholder Approval, no bondsother corporate proceeding on the part of BLBX is necessary to authorize the adoption, debenturesexecution, notes delivery and performance of this Agreement or other indebtedness of Yuma having to consummate the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which the holders of Yuma Common Stock may voteAcquisition. This Agreement has been duly executed and delivered by each of the Yuma Entities, XXXX and, assuming the due authorization, execution and delivery hereof of this Agreement by Evtec and the CompanySellers, this Agreement constitutes a the valid and legally binding agreement obligation of each of the Yuma EntitiesBLBX, enforceable against the Yuma Entities in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws other laws affecting creditors’ rights generally and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). (b) The Yuma BoardBLBX’s board of directors, by resolutions duly adopted by unanimous vote at a meeting of all directors of Yuma duly called and held andwritten consent, as of the date hereof, not subsequently rescinded or modified in any way, has, as of the date hereof (i) approved approved, adopted and declared advisable this Agreement, the Reincorporation Merger Agreement and the MergerAcquisition, and determined that this Agreement and the transactions contemplated hereby, including the Reincorporation Merger and the MergerContemplated Transactions, are fair to, to and in the best interests of, Yuma shareholdersof the BLBX Stockholders, and (ii) approved the BLBX Stockholder Approval Matter and resolved to recommend that Yuma’s shareholders the BLBX Stockholders approve the Yuma Shareholder BLBX Stockholder Approval Matters Matter, and directed that such matters be submitted for consideration of the shareholders of Yuma at the Yuma Shareholders’ Meeting. The board of directors of each of Delaware Merger Subsidiary and Merger Subsidiary, at a meeting duly called and held, has unanimously approved this Agreement, the Reincorporation Merger and the Merger, as applicable. Yuma, in its capacity as the sole stockholder of Delaware Merger Subsidiary, hereby approves of this Agreement and the Reincorporation Merger, and Delaware Merger Subsidiary, in its capacity as the sole stockholder of Merger Subsidiary, hereby approves of this Agreement and the MergerBLBX Stockholders. (c) The executionexecution and delivery of this Agreement by BLBX does not, delivery and the performance of this Agreement by each BLBX will not, (i) conflict with or violate the Organizational Documents of BLBX, (ii) subject to obtaining the Yuma Entities and the consummation of the Reincorporation Merger, the Merger, and the other transactions contemplated hereby do not and will not violateBLBX Stockholder Approval, conflict with or violate any Legal Requirement applicable to BLBX or by which its or any of its properties are bound or affected, or (iii) require BLBX to make any filing with or give any notice to a Person or to obtain any Consent from a Person, or result in a any breach of any provision of, or constitute a default (or an event which, that with notice or lapse of time or both, both would constitute become a default) under, or result in impair BLBX’s rights or alter the termination ofrights or obligations of any third party under, or accelerate the performance required bygive to others any rights of termination, amendment, acceleration or result in a right of termination or acceleration under, contractually require any offer to purchase or any prepayment of any debtcancellation of, or result in the creation of any lien, security interest a lien or encumbrance upon Encumbrance on any of the properties or assets of Yuma under any of the terms, conditions or provisions of (i) the Governing Documents of any Yuma Company, (ii) subject to compliance with the requirements set forth in clauses (i)-(v) of Section 4.03(d) and obtaining the Yuma Shareholder ApprovalBLBX pursuant to, any statute, Law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, Permit or license of any court or Governmental Entity applicable to any of the Yuma Companies or any of their respective properties or assets, or (iii) any contract, agreement, commitment or understanding BLBX Contract to which any Yuma Company BLBX is now a party or by which any of the Yuma Companies BLBX or any of their respective its properties or assets may be are bound or affectedaffected (except, except as provided in Section 4.03 for purposes of the Yuma Disclosure Schedule, and other than, in the case of clauses (ii) and this clause (iii) of this Section 4.03(c), such violations, conflicts, breaches, defaults, terminations, accelerations, contractual requirements or creations of liens, security interests or encumbrances that as would not reasonably be expectednot, individually or in the aggregate, to have a Yuma BLBX Material Adverse Effect and would not prevent or materially delay the consummation of the MergerEffect). (d) Except No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Body is required by or with respect to BLBX in connection with the execution and delivery of this Agreement or the consummation of the Contemplated Transactions, except for (i) the filing with the SEC of a Registration Statement on Form S-4 under the Securities Act filings contemplated by Yuma, through Delaware Merger Subsidiary, with respect to the transactions contemplated hereby (the “Registration Statement”) and applicable filings pursuant to the Exchange Act, including the filing with the SEC of Yuma’s proxy statement relating to the Yuma Shareholders’ Meeting (the “Proxy Statement/Prospectus”Section 6.3(a), (ii) the filing of the Certificate of Merger with the Secretary of State in connection with the Merger, (iii) the filing of a Current Report on Form 8-K with respect to the Acquisition (the “Acquisition Form 8-K”) with the SEC within four (4) Business Days after the execution of this Agreement and within four (4) Business Days of the Closing Date, (iv) filings with the Secretary of State and the secretary of state of the State of California in connection with the Reincorporation Merger, and (viii) such approvals as may be required under applicable state securities or “blue sky” Laws laws or the rules and regulations of the NYSE MKT, and except as provided in Section 4.03 of the Yuma Disclosure Schedule, no declaration, filing or registration with, or notice to, or authorization, consent or approval, ratification or permission of (any of the foregoing being a “Consent”), any Governmental Entity or authority or other Person is necessary under any Yuma Material Contract or otherwise for the execution and delivery of this Agreement by Yuma or Merger Subsidiary or the consummation by Yuma or Merger Subsidiary of the transactions contemplated hereby, other than such Consents which, if not made or obtained, as the case may be, would not reasonably be expected, individually or in the aggregate, to have a Yuma Material Adverse Effect and would not prevent or materially delay the consummation of the MergerNasdaq. (e) The board of directors of Yuma has approved the Merger and this Agreement and the transactions contemplated hereby and thereby, and such approval is sufficient to render inapplicable to the Merger and this Agreement and the transactions contemplated hereby the anti-takeover provisions of the CCC to the extent, if any, such provisions are applicable to the Merger, this Agreement, and the transactions contemplated hereby and thereby. No other state takeover, control share, fair price or similar statute or regulation applies to or purports to apply to Yuma with respect to the Merger, this Agreement, or the transactions contemplated hereby and thereby.

Authority; Non-Contravention; Approvals. (a) Yuma Parent has the requisite corporate power and authority to enter into this Agreement and, subject to Yuma Shareholder Approvalthe Parent Written Consent, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by Yuma Parent of this Agreement, the performance by Yuma Parent of its obligations hereunder, hereunder and the consummation by Yuma Parent of the transactions contemplated hereby, hereby have been duly authorized by all necessary corporate action on the part of YumaParent and Merger Sub, subject only to the approval Parent Written Consent, to adoption of this Agreement by Parent as sole stockholder of Merger Sub immediately following the execution hereof, and the filing and recordation of the Yuma Shareholder Approval Matters by the shareholders Certificate of YumaMerger pursuant to Delaware Law. The affirmative vote of the holders of (i) a majority in voting power of the outstanding shares of Yuma Parent Common Stock outstanding on the applicable record date and (ii) two-thirds of the outstanding shares of Yuma Series A Preferred Stock outstanding on the applicable record date voting as a separate class (collectively, the “Yuma Shareholder ApprovalParent Requisite Vote”) is the only vote of the holders of any class or series of Yuma’s Parent Capital Stock necessary to adopt or approve the Yuma Shareholder Approval Matters. There are no bonds, debentures, notes or other indebtedness of Yuma having matters set forth in the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which the holders of Yuma Common Stock may voteParent Written Consent. This Agreement has been duly executed and delivered by each of the Yuma Entities, Parent and Merger Sub and, assuming the due authorization, execution and delivery hereof of this Agreement by the Company, Company this Agreement constitutes a the valid and legally binding agreement obligation of each of the Yuma EntitiesParent and Merger Sub, enforceable against the Yuma Entities in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium except as enforceability may be limited by bankruptcy and other similar Laws affecting creditors’ rights laws and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). (b) The Yuma BoardParent’s board of directors, by resolutions duly adopted by unanimous vote at a meeting the written consent of all directors of Yuma duly called and held Parent’s sole director and, as of the date hereofof this Agreement, not subsequently rescinded or modified in any way, has, as of the date hereof of this Agreement (i) approved this Agreement, the Reincorporation Merger Agreement and the Merger, and determined that this Agreement and the transactions contemplated herebyby this Agreement, including the Reincorporation Merger and the Merger, are fair to, and in the best interests of, Yuma shareholdersof Parent’s stockholders, and (ii) resolved to recommend that YumaParent’s shareholders stockholders approve the Yuma Shareholder Approval Matters and directed that such matters be submitted for consideration of the shareholders of Yuma at the Yuma Shareholders’ MeetingParent Written Consent. The board of directors of each Merger Sub, by resolutions duly adopted by the written consent of Delaware Merger Subsidiary and Merger SubsidiarySub’s sole director and, at a meeting duly called and held, has unanimously approved as of the date of this Agreement, the Reincorporation Merger not subsequently rescinded or modified in any way, has approved and the Merger, as applicable. Yuma, in its capacity as the sole stockholder of Delaware Merger Subsidiary, hereby approves of declared advisable this Agreement and the Reincorporation MergerMerger and submitted this Agreement to Parent, and Delaware Merger Subsidiaryas its sole stockholder for adoption thereby. Immediately following the execution of this Agreement, Parent in its capacity as the sole stockholder of Merger SubsidiarySub, hereby approves of shall execute a written consent adopting this Agreement and the MergerAgreement. (c) The executionexecution and delivery of this Agreement by Parent and Merger Sub does not, delivery and the performance of this Agreement by each Parent or Merger Sub will not, (i) conflict with or violate the certificate of incorporation or bylaws of Parent or Merger Sub, (ii) subject to obtaining Parent Written Consent and compliance with the Yuma Entities and the consummation of the Reincorporation Merger, the Merger, and the other transactions contemplated hereby do not and will not violaterequirements set forth in Section 3.3(d) below, conflict with or violate any Legal Requirement or Order applicable to Parent or Merger Sub or by which their respective properties are bound or affected, or (iii) require an Acquiring Company to make any filing with or give any notice to or obtain any consent from a Person pursuant to any Parent Contract, result in a any breach of any provision of, or constitute a default (or an event which, that with notice or lapse of time or both, both would constitute become a default) under, or result in impair Parent’s rights or alter the termination ofrights or obligations of any third party under, or accelerate the performance required bygive to others any rights of termination, amendment, acceleration or result in a right of termination or acceleration under, contractually require any offer to purchase or any prepayment of any debtcancellation of, or result in the creation of any lien, security interest or encumbrance upon an Encumbrance on any of the properties or assets of Yuma under any of the terms, conditions or provisions of (i) the Governing Documents of any Yuma Company, (ii) subject to compliance with the requirements set forth in clauses (i)-(v) of Section 4.03(d) and obtaining the Yuma Shareholder ApprovalParent pursuant to, any statute, Law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, Permit or license of any court or Governmental Entity applicable to any of the Yuma Companies or any of their respective properties or assets, or (iii) any contract, agreement, commitment or understanding to which any Yuma Company is now a party or by which any of the Yuma Companies or any of their respective properties or assets may be bound or affected, except as provided in Section 4.03 of the Yuma Disclosure Schedule, and other than, in the case of clauses (ii) and (iii) of this Section 4.03(c), such violations, conflicts, breaches, defaults, terminations, accelerations, contractual requirements or creations of liens, security interests or encumbrances that would not reasonably be expected, individually or in the aggregate, to have a Yuma Material Adverse Effect and would not prevent or materially delay the consummation of the MergerParent Contract. (d) Except No consent, approval, Order or authorization of, or registration, declaration or filing with any Governmental Body is required by or with respect to Parent in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) the filing with the SEC of a Registration Statement on Form S-4 any outstanding periodic reports due under the Securities Act by Yuma, through Delaware Merger Subsidiary, with respect to the transactions contemplated hereby (the “Registration Statement”) and applicable filings pursuant to the Exchange Act, including the filing with the SEC of Yuma’s proxy statement relating to the Yuma Shareholders’ Meeting (the “Proxy Statement/Prospectus”), (ii) the filing of the Certificate of Merger with the Secretary of State in connection with of the MergerState of Delaware, (iii) the filing of a Current Report Reports on Form 8-K with the SEC within four business (4as determined under applicable SEC Legal Requirements) Business Days days after the execution of this Agreement and within four (4) Business Days of the Closing Date, (iv) filings the filing of an Amended and Restated Charter with the Secretary of State and the secretary of state of the State of California in connection with the Reincorporation MergerNevada, and (v) such approvals as may be required under applicable state securities or “blue sky” Laws laws or the rules and regulations of the NYSE MKTOTC Marketplace, and except as provided in (vi) the filings contemplated by Section 4.03 of the Yuma Disclosure Schedule, no declaration, filing or registration with, or notice to, or authorization, consent or approval, ratification or permission of (any of the foregoing being a “Consent”5.4(a), any Governmental Entity or authority or other Person is necessary under any Yuma Material Contract or otherwise for the execution and delivery of this Agreement by Yuma or Merger Subsidiary or the consummation by Yuma or Merger Subsidiary of the transactions contemplated hereby, other than such Consents which, if not made or obtained, as the case may be, would not reasonably be expected, individually or in the aggregate, to have a Yuma Material Adverse Effect and would not prevent or materially delay the consummation of the Merger. (e) The board of directors of Yuma has approved the Merger and this Agreement and the transactions contemplated hereby and thereby, and such approval is sufficient to render inapplicable to the Merger and this Agreement and the transactions contemplated hereby the anti-takeover provisions of the CCC to the extent, if any, such provisions are applicable to the Merger, this Agreement, and the transactions contemplated hereby and thereby. No other state takeover, control share, fair price or similar statute or regulation applies to or purports to apply to Yuma with respect to the Merger, this Agreement, or the transactions contemplated hereby and thereby.

Authority; Non-Contravention; Approvals. (a) Yuma Parent has the requisite corporate power and authority to enter into this Agreement and, subject to Yuma Shareholder Approvalthe Parent Written Consent, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by Yuma Parent of this Agreement, the performance by Yuma Parent of its obligations hereunder, hereunder and the consummation by Yuma Parent of the transactions contemplated hereby, hereby have been duly authorized by all necessary corporate action on the part of YumaParent and Merger Sub, subject only to the approval Parent Written Consent, to adoption of this Agreement by Parent as sole stockholder of Merger Sub immediately following the execution hereof, and the filing and recordation of the Yuma Shareholder Approval Matters by the shareholders Certificate of YumaMerger pursuant to Delaware Law. The affirmative vote of the holders of (i) a majority in voting power of the outstanding shares of Yuma Parent Common Stock outstanding on the applicable record date and (ii) two-thirds of the outstanding shares of Yuma Series A Preferred Stock outstanding on the applicable record date voting as a separate class (collectively, the “Yuma Shareholder ApprovalParent Requisite Vote”) is the only vote of the holders of any class or series of Yuma’s Parent Capital Stock necessary to adopt or approve the Yuma Shareholder Approval Matters. There are no bonds, debentures, notes or other indebtedness of Yuma having matters set forth in the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which the holders of Yuma Common Stock may voteParent Written Consent. This Agreement has been duly executed and delivered by each of the Yuma Entities, Parent and Merger Sub and, assuming the due authorization, execution and delivery hereof of this Agreement by Company and the CompanyCompany Stockholders’ Agent, this Agreement constitutes a the valid and legally binding agreement obligation of each of the Yuma EntitiesParent and Merger Sub, enforceable against the Yuma Entities in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium except as enforceability may be limited by bankruptcy and other similar Laws affecting creditors’ rights laws and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). (b) The Yuma BoardParent’s board of directors, by resolutions duly adopted by unanimous vote at a meeting the written consent of all directors of Yuma duly called and held Parent’s sole director and, as of the date hereofof this Agreement, not subsequently rescinded or modified in any way, has, as of the date hereof of this Agreement (i) approved this Agreement, the Reincorporation Merger Agreement and the Merger, and determined that this Agreement and the transactions contemplated herebyby this Agreement, including the Reincorporation Merger and the Merger, are fair to, and in the best interests of, Yuma shareholdersof Parent’s stockholders, and (ii) resolved to recommend that YumaParent’s shareholders stockholders approve the Yuma Shareholder Approval Matters and directed that such matters be submitted for consideration of the shareholders of Yuma at the Yuma Shareholders’ MeetingParent Written Consent. The board of directors of each Merger Sub, by resolutions duly adopted by the written consent of Delaware Merger Subsidiary and Merger SubsidiarySub’s sole director and, at a meeting duly called and held, has unanimously approved as of the date of this Agreement, the Reincorporation Merger not subsequently rescinded or modified in any way, has approved and the Merger, as applicable. Yuma, in its capacity as the sole stockholder of Delaware Merger Subsidiary, hereby approves of declared advisable this Agreement and the Reincorporation MergerMerger and submitted this Agreement to Parent, and Delaware Merger Subsidiaryas its sole stockholder for adoption thereby. Immediately following the execution of this Agreement, Parent in its capacity as the sole stockholder of Merger SubsidiarySub, hereby approves of shall execute a written consent adopting this Agreement and the MergerAgreement. (c) The executionexecution and delivery of this Agreement by Parent and Merger Sub does not, delivery and the performance of this Agreement by each Parent or Merger Sub will not, (i) conflict with or violate the certificate of incorporation or bylaws of Parent or Merger Sub, (ii) subject to obtaining Parent Written Consent and compliance with the Yuma Entities and the consummation of the Reincorporation Merger, the Merger, and the other transactions contemplated hereby do not and will not violaterequirements set forth in Section 3.3(d) below, conflict with or violate any Legal Requirement, order, judgment or decree applicable to Parent or Merger Sub or by which their respective properties are bound or affected, or (iii) require an Acquiring Company to make any filing with or give any notice to or obtain any Consent from a Person pursuant to any Parent Contract, result in a any breach of any provision of, or constitute a default (or an event which, that with notice or lapse of time or both, both would constitute become a default) under, or result in impair Parent’s rights or alter the termination ofrights or obligations of any third party under, or accelerate the performance required bygive to others any rights of termination, amendment, acceleration or result in a right of termination or acceleration under, contractually require any offer to purchase or any prepayment of any debtcancellation of, or result in the creation of any lien, security interest a lien or encumbrance upon on any of the properties or assets of Yuma under any of the terms, conditions or provisions of (i) the Governing Documents of any Yuma Company, (ii) subject to compliance with the requirements set forth in clauses (i)-(v) of Section 4.03(d) and obtaining the Yuma Shareholder ApprovalParent pursuant to, any statute, Law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, Permit or license of any court or Governmental Entity applicable to any of the Yuma Companies or any of their respective properties or assets, or (iii) any contract, agreement, commitment or understanding to which any Yuma Company is now a party or by which any of the Yuma Companies or any of their respective properties or assets may be bound or affected, except as provided in Section 4.03 of the Yuma Disclosure Schedule, and other than, in the case of clauses (ii) and (iii) of this Section 4.03(c), such violations, conflicts, breaches, defaults, terminations, accelerations, contractual requirements or creations of liens, security interests or encumbrances that would not reasonably be expected, individually or in the aggregate, to have a Yuma Material Adverse Effect and would not prevent or materially delay the consummation of the MergerParent Contract. (d) Except No consent, approval, order or authorization of, or registration, declaration or filing with any Governmental Body is required by or with respect to Parent in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) the filing with the SEC of a Registration Statement on Form S-4 any outstanding periodic reports due under the Securities Act by Yuma, through Delaware Merger Subsidiary, with respect to the transactions contemplated hereby (the “Registration Statement”) and applicable filings pursuant to the Exchange Act, including the filing with the SEC of Yuma’s proxy statement relating to the Yuma Shareholders’ Meeting (the “Proxy Statement/Prospectus”), (ii) the filing of the Certificate of Merger with the Secretary of State in connection with of the MergerState of Delaware, (iii) the filing of a Current Report Reports on Form 8-K with the SEC within four (4) Business Days business days after the execution of this Agreement and within four (4) Business Days of the Closing Date, (iv) filings the filing of an Amended and Restated Charter with the Secretary of State and the secretary of state of the State of California in connection with the Reincorporation MergerNevada, and (v) such approvals as may be required under applicable state securities or “blue sky” Laws laws or the rules and regulations of the NYSE MKTOTCQB Market, and except as provided in (vi) the filings contemplated by Section 4.03 of the Yuma Disclosure Schedule, no declaration, filing or registration with, or notice to, or authorization, consent or approval, ratification or permission of (any of the foregoing being a “Consent”5.5(a), any Governmental Entity or authority or other Person is necessary under any Yuma Material Contract or otherwise for the execution and delivery of this Agreement by Yuma or Merger Subsidiary or the consummation by Yuma or Merger Subsidiary of the transactions contemplated hereby, other than such Consents which, if not made or obtained, as the case may be, would not reasonably be expected, individually or in the aggregate, to have a Yuma Material Adverse Effect and would not prevent or materially delay the consummation of the Merger. (e) The board of directors of Yuma has approved the Merger and this Agreement and the transactions contemplated hereby and thereby, and such approval is sufficient to render inapplicable to the Merger and this Agreement and the transactions contemplated hereby the anti-takeover provisions of the CCC to the extent, if any, such provisions are applicable to the Merger, this Agreement, and the transactions contemplated hereby and thereby. No other state takeover, control share, fair price or similar statute or regulation applies to or purports to apply to Yuma with respect to the Merger, this Agreement, or the transactions contemplated hereby and thereby.

Authority; Non-Contravention; Approvals. (a) Yuma Company has the requisite corporate power and authority to enter into this Agreement and, subject to Yuma Shareholder ApprovalRequired Company Stockholder Vote, to perform its obligations hereunder and to consummate the transactions contemplated herebyTransactions. The execution and delivery by Yuma of this AgreementAgreement by Company, the performance by Yuma Company of its obligations hereunder, hereunder and the consummation by Yuma Company of the transactions contemplated hereby, Transactions have been duly authorized by all necessary corporate action on the part of YumaCompany, subject only to Required Company Stockholder Vote and the approval filing and recordation of the Yuma Shareholder Approval Matters by the shareholders Certificate of YumaMerger pursuant to Delaware Law. The affirmative vote of the holders of (i) a majority in voting power of the outstanding shares of Yuma Common Stock outstanding on the applicable record date and (ii) two-thirds of the outstanding shares of Yuma Series A Company Preferred Stock outstanding on the applicable record date (voting together as one class) and (ii) a separate class majority in voting power of the outstanding shares of all Company Capital Stock on an as converted to Company Common Stock basis (collectively, the “Yuma Shareholder ApprovalRequired Company Stockholder Vote”) is the only vote of the holders of any class or series of Yuma’s Company Capital Stock necessary to adopt or this Agreement and approve the Yuma Shareholder Approval Matters. There are no bonds, debentures, notes or Merger and the other indebtedness of Yuma having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which the holders of Yuma Common Stock may voteTransactions. This Agreement has been duly executed and delivered by each of the Yuma Entities, Company and, assuming the due authorization, execution and delivery hereof by Parent and Merger Sub constitutes the valid and binding obligation of Company, constitutes a valid and legally binding agreement of each of the Yuma Entities, enforceable against the Yuma Entities in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium except as enforceability may be limited by bankruptcy and other similar Laws affecting creditors’ rights laws and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). (b) The Yuma BoardCompany’s board of directors, by resolutions duly adopted by unanimous vote at a meeting of all directors of Yuma Company duly called and held and, as of the date hereofof this Agreement, not subsequently rescinded or modified in any way, has, as of the date hereof of this Agreement (i) approved this Agreement, the Reincorporation Merger Agreement and the Merger, and determined that this Agreement and the transactions contemplated herebyTransactions, including the Reincorporation Merger and the Merger, are fair to, and in the best interests of, Yuma shareholdersof the Company Stockholders, and (ii) resolved to recommend that Yuma’s shareholders the Company Stockholders adopt this Agreement and approve the Yuma Shareholder Approval Matters Merger and all other Transactions and directed that such matters be submitted for consideration of the shareholders of Yuma Company Stockholders at the Yuma ShareholdersCompany Stockholders’ Meeting. The board of directors of each of Delaware Merger Subsidiary and Merger Subsidiary, at a meeting duly called and held, has unanimously approved this Agreement, the Reincorporation Merger and the Merger, as applicable. Yuma, in its capacity as the sole stockholder of Delaware Merger Subsidiary, hereby approves of this Agreement and the Reincorporation Merger, and Delaware Merger Subsidiary, in its capacity as the sole stockholder of Merger Subsidiary, hereby approves of this Agreement and the Merger. (c) The executionexecution and delivery of this Agreement by Company does not, delivery and the performance of this Agreement by each of the Yuma Entities and the consummation of the Reincorporation MergerCompany will not, the Merger, and the other transactions contemplated hereby do not and will not violate, (i) conflict with or result in a breach violate the certificate of incorporation or bylaws of Company or the equivalent organizational documents 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, contractually require any offer to purchase or any prepayment of any debt, or result in the creation of any lien, security interest or encumbrance upon any of the properties or assets of Yuma under any of the terms, conditions or provisions of (i) the Governing Documents of any Yuma Companyits Subsidiaries, (ii) subject to obtaining the Required Company Stockholder Vote and compliance with the requirements set forth in clauses (i)-(vSection 2.3(d) of Section 4.03(d) and obtaining the Yuma Shareholder Approvalbelow, conflict with or violate any statute, Law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, Permit or license of any court or Governmental Entity Legal Requirement applicable to Company or any of the Yuma Companies its Subsidiaries or by which its or any of their respective properties or assets, or (iii) any contract, agreement, commitment or understanding to which any Yuma Company is now a party or by which any of the Yuma Companies or any of their respective properties or assets may be bound or affected, except as provided in Section 4.03 of the Yuma Disclosure Schedule, and other than, in the case of clauses (ii) and (iii) of this Section 4.03(c), for any such violations, conflicts, breaches, defaults, terminations, accelerations, contractual requirements conflicts or creations of liens, security interests or encumbrances violations that would not reasonably be expectednot, individually or in the aggregate, to have a Yuma Company Material Adverse Effect and or would not prevent or materially delay the consummation of the Merger, or (iii) require an Acquired Company to make any filing with or give any notice to a Person, to obtain any Consent from a Person, or result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or impair Company’s rights or alter the rights of obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the properties or assets of Company or any of its Subsidiaries pursuant to, any Company Contract (as defined below), except as would not, individually or in the aggregate, have a Company Material Adverse Effect or prevent or materially delay the Merger. (d) Except for (i) the No material consent, approval, order or authorization of, or registration, declaration or filing with the SEC of a Registration Statement on Form S-4 under the Securities Act any Governmental Body is required by Yuma, through Delaware Merger Subsidiary, or with respect to the transactions contemplated hereby (the “Registration Statement”) and applicable filings pursuant to the Exchange Act, including the filing Company in connection with the SEC execution and delivery of Yuma’s proxy statement relating to this Agreement or the Yuma Shareholders’ Meeting consummation of the Transactions, except for (the “Proxy Statement/Prospectus”), (iii) the filing of the Certificate of Merger with the Secretary of State in connection with of the MergerState of Delaware, (iiiii) the filing of a Current Report on Form 8-K the Proxy Statement/Prospectus/ Information Statement with the SEC within four Securities and Exchange Commission (4“SEC”) Business Days after the execution of this Agreement and within four (4) Business Days of the Closing Date, (iv) filings in accordance with the Secretary Securities Exchange Act of State and 1934, as amended (the secretary of state of the State of California in connection with the Reincorporation Merger, “Exchange Act”) and (viii) such approvals Consents orders, registrations, declarations and filings as may be required under applicable federal and state securities or “blue sky” Laws or the rules and regulations of the NYSE MKT, and except as provided in Section 4.03 of the Yuma Disclosure Schedule, no declaration, filing or registration with, or notice to, or authorization, consent or approval, ratification or permission of (any of the foregoing being a “Consent”), any Governmental Entity or authority or other Person is necessary under any Yuma Material Contract or otherwise for the execution and delivery of this Agreement by Yuma or Merger Subsidiary or the consummation by Yuma or Merger Subsidiary of the transactions contemplated hereby, other than such Consents which, if not made or obtained, as the case may be, would not reasonably be expected, individually or in the aggregate, to have a Yuma Material Adverse Effect and would not prevent or materially delay the consummation of the Mergerlaws. (e) The board of directors of Yuma has approved the Merger and this Agreement and the transactions contemplated hereby and thereby, and such approval is sufficient to render inapplicable to the Merger and this Agreement and the transactions contemplated hereby the anti-takeover provisions of the CCC to the extent, if any, such provisions are applicable to the Merger, this Agreement, and the transactions contemplated hereby and thereby. No other state takeover, control share, fair price or similar statute or regulation applies to or purports to apply to Yuma with respect to the Merger, this Agreement, or the transactions contemplated hereby and thereby.

Authority; Non-Contravention; Approvals. (a) Yuma Parent has the requisite corporate power and authority to enter into this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement to be executed by Acquiring Companies in connection with the Transactions (the “Parent Documents”) and, subject to Yuma Shareholder Parent Stockholder Approval, to perform its obligations hereunder and to consummate the transactions contemplated herebyTransactions. The execution and delivery by Yuma Parent of this AgreementAgreement and the Parent Documents, the performance by Yuma Parent of its obligations hereunder, hereunder and the consummation by Yuma Parent of the transactions contemplated hereby, Transactions have been duly authorized by all necessary corporate action on the part of YumaParent and Merger Sub, subject only to Parent Stockholder Approval, to adoption of this Agreement by Parent as sole stockholder of Merger Sub immediately following the approval execution hereof, the filing and recordation of a certificate of amendment reflecting the matters contemplated pursuant to Section 1.04(c) (the “Parent Charter Amendment”) and the filing and recordation of the Yuma Shareholder Approval Matters by the shareholders Certificate of YumaMerger pursuant to Delaware Law. The affirmative vote of the holders of (i) a majority in voting power of the outstanding shares of Yuma Parent Common Stock outstanding on the applicable record date and (ii) two-thirds of the outstanding shares of Yuma Series A Preferred Stock outstanding on the applicable record date voting as a separate class (collectively, the “Yuma Shareholder Parent Stockholder Approval”) is the only vote of the holders of any class or series of Yuma’s Capital Parent Common Stock necessary to adopt or approve the Yuma Shareholder Approval Matters. There are no bonds, debentures, notes or other indebtedness of Yuma having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which the holders of Yuma Common Stock may voteTellenger Sale and Parent Charter Amendment. This Agreement has been been, and the Parent Documents will be at or prior to the Closing, duly executed and delivered by each of the Yuma EntitiesParent and Merger Sub, as applicable, and, assuming the due authorization, execution and delivery hereof of this Agreement by the Company, constitutes a this Agreement constitutes, and the Parent Documents when so executed and delivered will constitute, the valid and legally binding agreement obligation of each of the Yuma EntitiesParent and Merger Sub, as applicable, enforceable against the Yuma Entities in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium except as enforceability may be limited by bankruptcy and other similar Laws affecting creditors’ rights laws and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity). (b) The Yuma Parent Board, by resolutions duly adopted by unanimous a vote at a meeting of all directors of Yuma Parent duly called and held held, or by unanimous written Consent of the Parent Board, and, as of the date hereofof this Agreement, not subsequently rescinded or modified in any way, has, as of the date hereof of this Agreement (i) approved this Agreement, the Reincorporation Merger Parent Documents and the Merger, and determined that this Agreement Agreement, the Parent Documents and the transactions contemplated herebyTransactions, including the Reincorporation Merger and the Merger, are fair to, and in the best interests of, Yuma shareholdersof Parent’s stockholders, and (ii) resolved to recommend that YumaParent’s shareholders stockholders approve the Yuma Shareholder Parent Stockholder Approval Matters and directed that such matters be submitted for consideration of the shareholders stockholders of Yuma Parent at the Yuma ShareholdersParent Stockholders’ Meeting. The board of directors of each of Delaware Merger Subsidiary Sub has approved and Merger Subsidiary, at a meeting duly called and held, has unanimously approved this Agreement, the Reincorporation Merger and the Merger, as applicable. Yuma, in its capacity as the sole stockholder of Delaware Merger Subsidiary, hereby approves of declared advisable this Agreement and the Reincorporation MergerMerger and submitted this Agreement to Parent, and Delaware Merger Subsidiaryas its sole stockholder for adoption thereby. Immediately following the execution of this Agreement, Parent in its capacity as the sole stockholder of Merger SubsidiarySub, hereby approves of shall execute a written Consent adopting this Agreement and the Mergerrelevant Parent Documents. (c) The executionexecution and delivery of this Agreement and the Parent Documents by Parent and Merger Sub, delivery as applicable, does not, and the performance of this Agreement by each of the Yuma Entities and the consummation of the Reincorporation MergerParent Documents by Parent or Merger Sub, the Mergeras applicable, and the other transactions contemplated hereby do not and will not violatenot, (i) conflict with or result in a breach violate the certificate of incorporation or bylaws 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, contractually require any offer to purchase or any prepayment of any debt, or result in the creation of any lien, security interest or encumbrance upon any of the properties or assets of Yuma under any of the terms, conditions or provisions of (i) the Governing Documents of any Yuma Acquiring Company, (ii) subject to obtaining Parent Stockholder Approval and compliance with the requirements set forth in clauses (i)-(vSection 3.03(d) of Section 4.03(d) and obtaining the Yuma Shareholder Approvalbelow, conflict with or violate any statuteLegal Requirement, LawOrder, ordinance, rule, regulation, judgment, decree, order, injunction, writ, Permit judgment or license of any court or Governmental Entity decree applicable to any of the Yuma Companies Acquiring Company or any of by which their respective properties or assets, or (iii) any contract, agreement, commitment or understanding to which any Yuma Company is now a party or by which any of the Yuma Companies or any of their respective properties or assets may be are bound or affected, except as provided in Section 4.03 of the Yuma Disclosure Schedule, and other than, in the case of clauses (ii) and (iii) of this Section 4.03(c), for any such violations, conflicts, breaches, defaults, terminations, accelerations, contractual requirements conflicts or creations of liens, security interests or encumbrances violations that would not reasonably be expected, individually or in the aggregate, to have a Yuma Parent Material Adverse Effect and or would not prevent or materially delay the consummation of the Merger, (iii) require an Acquiring Company to make any filing with or give any notice to or obtain any Consent from a Person pursuant to any Parent Contract, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or impair Parent’s rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or Encumbrance on any of the properties or assets of Parent pursuant to, any Parent Contract or (iv) result in the creation of any Encumbrance (other than Permitted Liens) on any of the properties or assets of any Acquiring Company, except as would not, individually or in the aggregate, have a Parent Material Adverse Effect or prevent or materially delay the Merger. (d) Except No Consent, approval, Order or authorization of, or registration, declaration or filing with any Governmental Body is required by or with respect to Parent in connection with the execution and delivery of this Agreement, the Parent Documents or the consummation of the Transactions, except for (i) the filing with the SEC of a Registration Statement on Form S-4 any outstanding periodic reports due under the Securities Act by Yuma, through Delaware Merger Subsidiary, with respect to the transactions contemplated hereby (the “Registration Statement”) and applicable filings pursuant to the Exchange Act, including the filing with the SEC of Yuma’s proxy statement relating to the Yuma Shareholders’ Meeting (the “Proxy Statement/Prospectus”), (ii) the filing of the Certificate of Merger with the Secretary of State in connection with of the MergerState of Delaware, (iii) the filing of a the S-4 Registration Statement and the Proxy Statement/Prospectus with the SEC in accordance with the Exchange Act, (iv) the filing of Current Report Reports on Form 8-K with the SEC within four (4) Business Days after the execution of this Agreement and within four (4) Business Days of the Closing Date, (ivv) filings the filing of the Parent Charter Amendment with the Secretary of State and the secretary of state of the State of California Delaware in connection accordance with the Reincorporation MergerSection 5.15, and (vvi) such Consents, Orders, registrations, declarations, filings or approvals as may be required under applicable federal or state securities or “blue sky” Laws laws or the rules and regulations of the NYSE MKT, and except as provided in Section 4.03 of the Yuma Disclosure Schedule, no declaration, filing or registration with, or notice to, or authorization, consent or approval, ratification or permission of (any of the foregoing being a “Consent”), any Governmental Entity or authority Nasdaq or other Person is necessary under any Yuma Material Contract applicable national securities exchange or otherwise for the execution over-the-counter market and delivery of this Agreement by Yuma or Merger Subsidiary or the consummation by Yuma or Merger Subsidiary of the transactions contemplated hereby, other than (vii) such Consents whichas may be required under the Antitrust Laws, if not made or obtained, as the in any case may be, would not reasonably be expected, individually or in the aggregate, to have a Yuma Material Adverse Effect and would not prevent or materially delay the consummation of the Merger. (e) The board of directors of Yuma has approved the Merger and this Agreement and the transactions contemplated hereby and thereby, and such approval is sufficient to render inapplicable to the Merger and this Agreement and the transactions contemplated hereby the anti-takeover provisions of the CCC to the extent, if any, such provisions that are applicable to the Merger, transactions contemplated by this Agreement, and the transactions contemplated hereby and thereby. No other state takeover, control share, fair price or similar statute or regulation applies to or purports to apply to Yuma with respect to the Merger, this Agreement, or the transactions contemplated hereby and thereby.