VOTING AGREEMENT
Exhibit 10.3
This
VOTING AGREEMENT (this “Agreement”) is dated as
of September 30, 2019 by and among Yuma Energy, Inc., a Delaware
corporation (the “Company”), and each of
the persons listed on Schedule A hereto (each a
“Stockholder” and
collectively, the “Stockholders”).
WHEREAS, each of the Stockholders is, as
of the date hereof, the record and beneficial owner of that number
of shares of (i) common stock, $0.001 par value per share (the
“Common
Stock”), of the Company, and (ii) Series D
preferred stock, $0.001 par value per share (“Preferred Stock”), of the
Company, in each case, as set forth opposite such
Stockholder’s name on Schedule A hereto;
WHEREAS, the Company, Yuma Exploration
and Production Company, Inc., a Delaware corporation
(“Yuma
E&P”), Pyramid Oil LLC, a California limited
liability company (“Pyramid”), Xxxxx
Petroleum Corp., a Delaware corporation (“Xxxxx” and collectively
with the Company, Yuma E&P and Pyramid, the “Yuma Parties”), Red
Mountain Capital Partners LLC, a Delaware limited liability company
(“Red
Mountain”), RMCP PIV DPC, LP, a Delaware limited
partnership and an Affiliate of Red Mountain (“DPC PIV”), RMCP PIV DPC
II, LP, a Delaware limited partnership and an Affiliate of Red
Mountain (“DPC PIV
II” and together with Red Mountain and DPC PIV, the
“Investors”), and YE
Investment LLC, a Delaware limited liability company and an
Affiliate of Red Mountain (“YE”), concurrently with
the execution and delivery of this Agreement are entering into that
certain Restructuring and Exchange Agreement, dated as of the date
hereof (as the same may be amended or supplemented, the
“Restructuring
Agreement”) (capitalized terms used and not otherwise
defined herein shall have the meanings attributed thereto in the
Restructuring Agreement); and
WHEREAS, as a condition to the
willingness of the Yuma Parties to enter into the Restructuring
Agreement, and in order to induce the Yuma Parties to enter into
the Restructuring Agreement, the Stockholders have agreed to enter
into this Agreement.
NOW, THEREFORE, in consideration of the
execution and delivery by the Yuma Parties of the Restructuring
Agreement and the mutual representations, warranties, covenants and
agreements contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
Section
1. Representations and Warranties of the
Stockholders. Each of the Stockholders hereby represents and
warrants to the Yuma Parties, severally and not jointly, as
follows:
(a) Such Stockholder is
the beneficial owner (within the meaning of Rule 13d-3 under the
Securities Exchange Act of 1934, as amended (the
“Exchange
Act”)) and unless otherwise indicated, the record
owner of the shares of Common Stock and Preferred Stock (as may be
adjusted from time to time pursuant to Section 5 hereof, the
“Shares”) set forth
opposite such Stockholder’s name on Schedule A to this Agreement.
For purposes of this Agreement, the term “Shares” shall
include any shares of Common Stock and Preferred Stock issuable to
such Stockholder upon exercise or conversion of any existing right,
contract, option, or warrant to purchase, or securities convertible
into or exchangeable for, Common Stock or Preferred Stock, as the
case may be (“Stockholder Rights”) that
are currently exercisable or convertible or become exercisable or
convertible and any other shares of Common Stock or Preferred Stock
such Stockholder may acquire or beneficially own during the term of
this Agreement.
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(b) Such Stockholder
has all requisite organizational power and authority to execute and
deliver this Agreement and to perform its obligations contemplated
hereby. This Agreement has been validly executed and delivered by
such Stockholder and, assuming that this Agreement constitutes the
legal, valid and binding obligation of the Yuma Parties and the
other parties hereto, constitutes the legal, valid and binding
obligation of such Stockholder, enforceable against such
Stockholder in accordance with its terms (except insofar as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting
creditors’ rights generally, or by principles governing the
availability of equitable remedies).
(c) The execution and
delivery of this Agreement by such Stockholder does not, and the
performance of this Agreement by such Stockholder will not, (i) if
such Stockholder is a corporation, limited liability company or
limited partnership, conflict with the certificate or articles of
incorporation, certificate of formation or limited liability
company agreement or bylaws, certificate of limited partnership or
limited partnership agreement, or similar organizational documents
of such Stockholder as presently in effect (in the case of a
Stockholder that is a legal entity), (ii) conflict with or violate
any judgment, order, decree, statute, law, ordinance, rule or
regulation applicable to such Stockholder or by which it is bound
or affected, (iii)(A) 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, (B) give to any other person any
rights of termination, amendment, acceleration or cancellation of,
or (C) result in the creation of any pledge, claim, lien, charge,
encumbrance or security interest of any kind or nature whatsoever
upon any of the properties or assets of the Stockholder under, any
agreement, contract, indenture, note or instrument to which such
Stockholder is a party or by which it is bound or affected, except
for such breaches, defaults or other occurrences that would not
prevent or materially delay the performance by such Stockholder of
any of such Stockholder’s obligations under this Agreement,
or (iv) except for applicable requirements, if any, of the Exchange
Act, the Securities Act of 1933, as amended (the
“Securities
Act”), the NYSE American LLC (the “NYSE American”) or the
Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended
(the “HSR
Act”), require any filing by such Stockholder with, or
any permit, authorization, consent or approval of, any governmental
or regulatory authority, except where the failure to make such
filing or obtain such permit, authorization, consent or approval
would not prevent or materially delay the performance by the
Stockholder of any of such Stockholder’s obligations under
this Agreement.
(d) The Shares and the
certificates representing the Shares owned by such Stockholder are
now and at all times during the term hereof will be held by such
Stockholder, or by a nominee or custodian for the benefit of such
Stockholder, free and clear of all pledges, liens, charges, claims,
security interests, proxies, voting trusts or agreements,
understandings or arrangements or any other encumbrances
whatsoever, except for any such encumbrances or proxies arising
hereunder or under applicable federal and state securities laws. As
of the date hereof, such Stockholder owns of record or beneficially
no shares of Common Stock or Preferred Stock other than (x) such
Stockholder’s Shares as set forth on Schedule A, (y) shares of
Common Stock or Preferred Stock owned of record or beneficially by
another Stockholder as set forth on Schedule A which may be deemed
to be beneficially owned by such Stockholder, and (z) shares of
Common Stock into which shares of Preferred Stock as set forth on
Schedule A may
convert.
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(e) As of the date
hereof, neither such Stockholder, nor any of its respective
properties or assets is subject to any order, writ, judgment,
injunction, decree, determination or award that would prevent or
delay the consummation of the transactions contemplated
hereby.
(f) Such Stockholder
understands and acknowledges that the Yuma Parties are entering
into the Restructuring Agreement in reliance upon such
Stockholder’s execution and delivery of this
Agreement.
Section
2. Representations and Warranties of the
Yuma Parties. The Yuma Parties hereby jointly and severally
represent and warrant to the Stockholders as follows:
(a) Each of the Yuma
Parties is a corporation or limited liability company, as
applicable, validly existing and in good standing under the laws of
the jurisdiction of its incorporation or formation. Each of the
Yuma Parties has all requisite organizational power and authority
to execute and deliver this Agreement, to perform its respective
obligations hereunder and to consummate the transactions
contemplated hereby, and has taken all necessary corporate or
limited liability company action, as applicable, to authorize the
execution, delivery and performance of this Agreement. This
Agreement has been duly executed and delivered by each of the Yuma
Parties and, assuming that this Agreement constitutes the legal,
valid and binding obligation of the Stockholders hereto,
constitutes the legal, valid and binding obligation of the Yuma
Parties, enforceable against the Yuma Parties in accordance with
the terms of this Agreement (except insofar as enforceability may
be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting creditors’ rights
generally, or by principles governing the availability of equitable
remedies).
(b) The execution and
delivery of this Agreement by the Yuma Parties does not, and the
performance of this Agreement by the Yuma Parties will not, (i)
conflict with the certificates of incorporation, certificate of
formation or limited liability company agreement or bylaws, or
similar organizational documents of each of the Yuma Parties as
presently in effect, (ii) conflict with or violate any judgment,
order, decree, statute, law, ordinance, rule or regulation
applicable to the Yuma Parties or by which each is bound or
affected, (iii) (A) 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, (B) give to any other person any rights of
termination, amendment, acceleration or cancellation of, or (C)
result in the creation of any pledge, claim, lien, charge,
encumbrance or security interest of any kind or nature whatsoever
upon any of the properties or assets of the Yuma Parties under, any
agreement, contract, indenture, note or instrument to which any of
the Yuma Parties is a party or by which any of the Yuma Parties is
bound or affected, except for such breaches, defaults or other
occurrences that would not prevent or materially delay the
performance by the Yuma Parties of their respective obligations
under this Agreement, or (iv) except for applicable requirements,
if any, of the Exchange Act, the Securities Act, the NYSE American
or the HSR Act, require any filing by the Yuma Parties with, or any
permit, authorization, consent or approval of, any governmental or
regulatory authority, except where the failure to make such filing
or obtain such permit, authorization, consent or approval would not
prevent or materially delay the performance by the Yuma Parties of
their respective obligations under this Agreement.
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(c) As of the date
hereof, none of the Yuma Parties or any of their properties or
assets are subject to any order, writ, judgment, injunction,
decree, determination or award that would prevent or delay the
consummation of the transactions contemplated hereby.
Section
3. Covenants of the Stockholders.
Each of the Stockholders, severally and not jointly, agrees as
follows:
(a) Prior to Closing,
such Stockholder shall not, except as contemplated by the terms of
this Agreement, sell, transfer, pledge, assign or otherwise dispose
of, or enter into any contract, option or other arrangement
(including any profit-sharing arrangement) or understanding with
respect to the sale, transfer, pledge, assignment or other
disposition of, the Shares (including any options or warrants to
purchase Common Stock or Preferred Stock) to any person (any such
action, a “Transfer”). For purposes
of clarification, the term “Transfer” shall include,
without limitation, any short sale (including any “short sale
against the box”), pledge, transfer, and the establishment of
any open “put equivalent position” within the meaning
of Rule 16a-1(h) under the Exchange Act. Notwithstanding the
foregoing, distributions of Shares to partners, members,
shareholders, subsidiaries, affiliates, affiliated partnerships or
other affiliated entities of the undersigned shall not be
prohibited by this Agreement; provided that in the case of any such
distribution, each distributee shall execute and deliver to the
Yuma Parties a valid and binding counterpart to this
Agreement.
(b) Prior to Closing,
such Stockholder shall not, except as contemplated by the terms of
this Agreement (i) enter into any voting arrangement, whether by
proxy, voting agreement, voting trust, power-of-attorney or
otherwise, with respect to the Shares or (ii) take any other action
that would in any way restrict, limit or interfere with the
performance of its obligations hereunder or the transactions
contemplated hereby or make any representation or warranty of such
Stockholder herein untrue or incorrect in any material
respect.
(c) At any meeting of
the stockholders of the Company called to vote upon the
transactions contemplated by the Restructuring Agreement or in
connection with any stockholder consent in respect of a vote on the
transactions contemplated by the Restructuring Agreement, the
Restructuring Agreement or any other transaction contemplated by
the Restructuring Agreement or at any adjournment thereof or in any
other circumstances upon which a vote, consent or other approval
(including by written consent) with respect to such matters is
sought, each Stockholder shall vote (or cause to be voted), or
shall consent, execute a consent or cause to be executed a consent
in respect of, all Shares owned by such Stockholder in favor of the
issuance of the Resulting Shares, the issuance of the COD Shares,
the approval and adoption of the COD Amendment and the approval of
any other transactions contemplated by the Restructuring Agreement,
but subject in all respects to Section 7 hereof. For the
avoidance of doubt, nothing in this Agreement shall be deemed to
require any Stockholder to exercise or convert any of such
Stockholder’s Stockholder Rights into or for any Common Stock
or Preferred Stock.
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(d) Such Stockholder
agrees to permit the Company to publish and disclose in the
Preliminary Proxy Statement, the Definitive Proxy Statement and
related filings under the securities laws such Stockholder’s
identity and ownership of Shares and the nature of its commitments,
arrangements and understandings under this Agreement and any other
information required by applicable law.
Section
4. Grant of Irrevocable Proxy;
Appointment of Proxy.
(a) Each Stockholder
hereby irrevocably grants to, and appoints, Xxxxxxx X. Xxxxxx, and
any other individual who shall hereafter be designated by the
Company, such Stockholder’s proxy and attorney-in-fact (with
full power of substitution), for and in the name, place and stead
of such Stockholder, to vote such Stockholder’s Shares, or
grant a consent or approval in respect of such Shares, at any
meeting of stockholders of the Company or at any adjournment
thereof or in any other circumstances upon which their vote,
consent or other approval is sought, in favor of the issuance of
the Resulting Shares, the issuance of the COD Shares, the approval
and adoption of the COD Amendment and the approval of any other
transactions contemplated by the Restructuring Agreement, in
accordance with the terms hereof, but subject in all respects to
Section 7
hereof.
(b) Each Stockholder
represents that any existing proxies given in respect of such
Stockholder’s Shares are not irrevocable, and that any such
proxies are hereby revoked.
(c) Each Stockholder
hereby affirms that the irrevocable proxy set forth in this
Section 4 is given
in connection with the execution of the Restructuring Agreement,
and that such irrevocable proxy is given to secure the performance
of the duties of such Stockholder under this Agreement. Such
Stockholder hereby further affirms that the irrevocable proxy is
coupled with an interest and may under no circumstances be revoked,
subject to Section
7 herein. Such Stockholder hereby ratifies and confirms all
that such irrevocable proxy may lawfully do or cause to be done by
virtue hereof. Such irrevocable proxy is executed and intended to
be irrevocable in accordance with applicable law. Such irrevocable
proxy shall be valid until the termination of this Agreement
pursuant to Section
7 herein, at which time such irrevocable proxy shall
terminate.
Section
5. Adjustments Upon Share Issuances,
Changes in Capitalization. In the event of any change in
Common Stock or in the number of outstanding shares of Common Stock
by reason of a stock dividend, subdivision, reclassification,
recapitalization, split, combination, exchange of shares or other
similar event or transaction or any other change in the corporate
or capital structure of the Company (including, without limitation,
the declaration or payment of an extraordinary dividend of cash,
securities or other property), and consequently the number of
Shares changes or is otherwise adjusted, this Agreement and the
obligations hereunder shall attach to any additional shares of
Common Stock, Preferred Stock, stockholder rights or other
securities or rights of the Company issued to or acquired by each
of the Stockholders.
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Section
6. Further Assurances. Each
Stockholder will, from time to time, execute and deliver, or cause
to be executed and delivered, such additional or further transfers,
assignments, endorsements, consents and other instruments as the
Yuma Parties may reasonably request for the purpose of effectively
carrying out the transactions contemplated by this Agreement and to
vest the power to vote such Stockholder’s Shares as
contemplated by Section
3 herein.
Section
7. Termination. This Agreement,
and all rights and obligations of the parties hereunder, shall
terminate upon the earlier of (a) the Closing and (b) the date upon
which the Restructuring Agreement is terminated pursuant to Section
8.1 thereof. Notwithstanding the foregoing, Sections 7, 8 and 9 hereof shall survive any
termination of this Agreement.
Section
8. Action in Stockholder Capacity
Only. No Stockholder executing this Agreement who is or
becomes during the term hereof a director or officer of the Company
makes any agreement or understanding herein in his or her capacity
as such director or officer. Each Stockholder signs solely in its
capacity as the record holder and beneficial owner of, or the
trustee of a trust whose beneficiaries are the beneficial owners
of, such Stockholder’s Shares and nothing herein shall limit
or affect any actions or omissions taken by or fiduciary duties of,
a Stockholder or any of its affiliates, in his or her capacity as
an officer or director of the Company to the extent permitted by
the Restructuring Agreement and applicable law.
Section
9. Miscellaneous.
(a) Assignment. Neither this Agreement nor
any of the rights, interests or obligations hereunder shall be
assigned by any of the parties hereto without the prior written
consent of the other parties. Subject to the preceding sentence,
this Agreement will be binding upon, inure to the benefit of and be
enforceable by the parties and their respective successors and
assigns. Each Stockholder agrees that this Agreement and the
obligations of such Stockholder hereunder shall attach to such
Stockholder’s Shares and shall be binding upon any person or
entity to which legal or beneficial ownership of such Shares shall
pass, whether by operation of law or otherwise, including without
limitation such Stockholder’s heirs, guardians,
administrators or successors.
(b) Expenses. Except as set forth in the
Restructuring Agreement, all costs and expenses incurred in
connection with this Agreement and the transactions contemplated
thereby shall be paid by the party incurring such
expenses.
(c) Amendments. This Agreement may not be
amended except vis-à-vis the Company and a Stockholder by an
instrument in writing signed by the Company and the applicable
Stockholder and in compliance with applicable law.
(d) Notice. All notices and other
communications hereunder shall be in writing and shall be deemed
duly given if delivered personally, mailed by registered or
certified mail (return receipt requested) or delivered by Federal
Express or other nationally recognized overnight courier service to
the parties at the following addresses (or at such other address
for a party as shall be specified by like notice):
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(i) if
to a Stockholder, to the address set forth under the name of such
Stockholder on Schedule
A hereto
with a
copy to (which shall not constitute notice):
Xxxxxx
Xxxxxx & Xxxxx LLP
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000
Xxxxx Xxxxx Xxxxxx, 00xx Xxxxx
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Xxx
Xxxxxxx, XX 00000
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Attention:
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C.
Xxxxx Xxx
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Xxxxxxxx
X. Xxxxxx
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and
(ii) if
to the Yuma Parties:
0000
Xxxx Xxxx Xxxxx, Xxxxx 0000
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Xxxxxxx,
XX 00000
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Attention:
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Xxxxxxx
X. Xxxxxx
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with a
copy to (which shall not constitute notice):
Xxxxx
& Xxxxxx, P.C.
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0000
Xxxxxxxx, Xxxxx 0000
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Xxxxxx,
XX 00000
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Attention:
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Xxxx X.
Xxxxxxx
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Xxxx X.
Xxxxxxx
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(e) Interpretation. The headings contained
in this Agreement are for reference purposes only and shall not
affect in any way the meaning or interpretation of this Agreement.
In this Agreement, unless a contrary intention appears, (i) the
words “herein,” “hereof” and
“hereunder” and other words of similar import refer to
this Agreement as a whole and not to any particular Section or
other subdivision and (ii) reference to any Section means such
Section hereof. No provision of this Agreement shall be interpreted
or construed against any party hereto solely because such party or
its legal representative drafted such provision.
(f) Counterparts. This Agreement may be
executed in two or more counterparts, each of which shall be deemed
an original but all of which shall be considered one and the same
agreement. Delivery of an executed counterpart signature page of
this Agreement by facsimile or by e-mail of a PDF document is as
effective as executing and delivering this Agreement in the
presence of the other parties.
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(g) Entire Agreement. This Agreement
constitutes the entire agreement of the parties and supersedes all
prior agreements and undertakings, both written and oral, among the
parties, or between any of them, with respect to the subject matter
hereof, and except as otherwise expressly provided herein, is not
intended to confer upon any other person any rights or remedies
hereunder.
(h) Governing Law; Consent to Jurisdiction; Waiver
of Trial by Jury. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Delaware,
without regard to laws that may be applicable under conflicts of
laws principles. Each of the parties hereto irrevocably and
unconditionally (i) agrees that any suit, action or other legal
proceeding arising out of or relating to this Agreement or any of
the agreements delivered in connection herewith or the transactions
contemplated hereby or thereby shall be brought in the state courts
of the State of Delaware (or, if such courts do not have
jurisdiction or do not accept jurisdiction, in the United States
District Court located in the State of Delaware), (ii) consents to
the jurisdiction of any such court in any such suit, action or
proceeding, and (iii) waives any objection that such party may have
to the laying of venue of any such suit, action or proceeding in
any such court. Each of the parties hereto agrees that a final
judgment in any such action or proceeding shall be conclusive and
may be enforced in other jurisdictions by suit on the judgment or
in any other manner provided by law. Each party to this Agreement
irrevocably consents to service of process in the manner provided
for notices in Section
9(d). Nothing in this Agreement will affect the right of any
party to this Agreement to serve process in any other manner
permitted by law.
EACH
PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE
UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT
ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO
THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION
HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH
PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT
OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR
OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (B) IT
UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS,
(C) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (D) IT HAS BEEN INDUCED
TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION 9(h).
(i) Specific Performance. The parties to
this Agreement agree that irreparable damage would occur in the
event that any provision of this Agreement was not performed in
accordance with the terms of this Agreement and that the Company
shall be entitled to specific performance of the terms of this
Agreement without the posting of any bond or security in addition
to any other remedy at law or equity.
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(j) Severability. If any term, provision,
covenant or restriction of this Agreement is held by a court of
competent jurisdiction or other authority to be invalid, void,
unenforceable or against its regulatory policy, the remainder of
the terms, provisions, covenants and restrictions of this Agreement
shall remain in full force and effect and shall in no way be
affected, impaired or invalidated.
(k) Several Liability. Each party to this
Agreement enters into this Agreement solely on its own behalf, each
such party shall solely be severally liable for any breaches of
this Agreement by such party and in no event shall any party be
liable for breaches of this Agreement by any other party
hereto.
(l) Non-Recourse. No past, present or
future director, officer, employee, incorporator, member, partner,
stockholder, agent, attorney, representative or affiliate of any
Stockholder hereto or of any of their respective Affiliates shall
have any liability (whether in contract or in tort) for any
obligations or liabilities of such party arising under, in
connection with or related to this Agreement or for any claim based
on, in respect of, or by reason of, the transactions contemplated
hereby; provided,
however, that
nothing in this Section
9(l) shall limit any liability of any Stockholder hereto for
its breaches of the terms and conditions of this
Agreement.
(m) Ownership Interest. Nothing contained
in this Agreement shall be deemed to vest in the Yuma Parties any
direct or indirect ownership or incidence of ownership of or with
respect to any Stockholder’s Shares. All rights, ownership
and economic benefits of and relating to each Stockholder’s
Shares shall remain vested in and belong to such Stockholder, and
the Yuma Parties shall have no authority to direct any Stockholder
in the voting or disposition of any of such Stockholder’s
Shares, except as otherwise provided in this
Agreement.
(n) Waiver. No failure or delay by any
party hereto in exercising any right, power or privilege hereunder
shall operate as a waiver thereof nor shall any single or partial
exercise thereof preclude any other or further exercise thereof or
the exercise of any other right, power or privilege. The rights and
remedies herein provided shall be cumulative and not exclusive of
any rights or remedies provided by applicable law.
[Signature Page Follows]
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IN WITNESS WHEREOF, the Company has
caused this Agreement to be signed by its officer thereunto duly
authorized and each Stockholder has signed this Agreement, all as
of the date first written above.
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By:
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/s/
Xxxxxxx X. Xxxxxx
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Name:
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Xxxxxxx
X. Xxxxxx
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Title:
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Interim
Chief Executive Officer
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YUMA
EXPLORATION AND PRODUCTION COMPANY, INC.
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By:
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/s/
Xxxxxxx X. Xxxxxx
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Name:
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Xxxxxxx
X. Xxxxxx
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Title:
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Interim
Chief Executive Officer
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PYRAMID
OIL LLC
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By:
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/s/
Xxxxxxx X. Xxxxxx
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Name:
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Xxxxxxx
X. Xxxxxx
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Title:
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Interim
Chief Executive Officer
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XXXXX
PETROLEUM CORP.
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By:
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/s/
Xxxxxxx X. Xxxxxx
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Name:
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Xxxxxxx
X. Xxxxxx
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Title:
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Interim
Chief Executive Officer
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10
STOCKHOLDER
SIGNATURE PAGE
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STOCKHOLDER:
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RMCP
PIV DPC, LP
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By: RMCP
DPC LLC, its general partner
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By: Red
Mountain Capital Partners LLC, its managing member
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By:
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/s/
Xxxxxx Xxxxxx
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Name:
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Xxxxxx
Xxxxxx
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Title:
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Managing
Member
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STOCKHOLDER:
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RMCP
PIV DPC II, LP
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By: RMP
DPC II LLC, its general partner
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By: Red
Mountain Capital Partners LLC, its managing member
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By:
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/s/
Xxxxxx Xxxxxx
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Name:
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Xxxxxx
Xxxxxx
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Title:
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Managing
Member
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STOCKHOLDER:
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Red
Mountain Capital Partners LLC
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By:
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/s/
Xxxxxx Xxxxxx
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Name:
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Xxxxxx
Xxxxxx
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Title:
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Managing
Member
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11
SCHEDULE A
OWNERSHIP OF
SHARES
Name and Address
of Stockholder
|
Number of Shares
of Common Stock Beneficially Owned
|
Number of Shares
of Series D Preferred Stock Beneficially Owned
|
|
|
|
RMCP PIV DPC,
LP
|
-
|
-
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c/o Red Mountain
Capital Partners LLC
|
|
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00000 Xxxxxxxxxxxxx
Xxxx, Xxxxx 0000 Xxx Xxxxxxx, XX 00000
|
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Attention: Xxxxxx
Xxxxxx
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168,337
|
-
|
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RMCP PIV DPC II,
LP
|
|
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c/o Red Mountain
Capital Partners LLC
|
|
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00000 Xxxxxxxxxxxxx
Xxxx, Xxxxx 0000 Xxx Xxxxxxx, XX 00000
|
|
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Attention: Xxxxxx
Xxxxxx
|
-
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2,136,670
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Red Mountain
Capital Partners LLC
|
|
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00000 Xxxxxxxxxxxxx
Xxxx, Xxxxx 0000 Xxx Xxxxxxx, XX 00000
|
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Attention: Xxxxxx
Xxxxxx
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5,200
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12