FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • February 25th, 2014 • Santa Maria Energy Corp • Crude petroleum & natural gas • Delaware
This Indemnification Agreement (this “Agreement”) is made as of [ ], 2014 by and between Santa Maria Energy Corporation, a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
November 27, 2013 Kevin McMillan Plano, TX 75024 Dear Kevin:Merger Agreement • February 25th, 2014 • Santa Maria Energy Corp • Crude petroleum & natural gas • Delaware
As you know, Santa Maria Energy Holdings, LLC (the “Company”) intends to enter into an agreement and plan of merger (the “Merger Agreement”) with Hyde Park Acquisition Corp. II (“Hyde Park”), Santa Maria Energy Corporation (“Parent”), HPAC Merger Sub, Inc. (“Merger Sub 1”), SME Merger Sub, LLC (“Merger Sub 2”), pursuant to which, among other things (i) Merger Sub 1 shall be merged with and into Hyde Park and (ii) Merger Sub 2 shall be merged with and into the Company (collectively, the “Mergers”). We consider your continued contributions to the Company essential to the success of the Mergers and in order to encourage your continued dedication through the closing of the Mergers (the “Closing”), we have determined that you will be eligible to receive a transaction bonus in accordance with the terms and conditions set forth in this letter.
