AGREEMENT AND PLAN OF MERGER by and among HYDE PARK ACQUISITION CORP. II, SANTA MARIA ENERGY CORPORATION, HPAC MERGER SUB, INC., SME MERGER SUB, LLC and SANTA MARIA ENERGY HOLDINGS, LLC Dated as of November 27, 2013Merger Agreement • December 4th, 2013 • Hyde Park Acquisition Corp. II • Blank checks • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 27, 2013, is by and among Hyde Park Acquisition Corp. II, a Delaware corporation (“Hyde Park”), Santa Maria Energy Corporation, a Delaware corporation (“Parent”), HPAC Merger Sub, Inc. , a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub 1”), SME Merger Sub, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Parent (“Merger Sub 2” and, together with Merger Sub 1, the “Merger Subs”), and Santa Maria Energy Holdings, LLC, a Delaware limited liability company (the “Company”). Hyde Park, Parent, the Merger Subs and the Company are referred to herein collectively as the “Parties” and individually as a “Party”. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed to them in Section 8.16 of this Agreement.
