Blueprint





 












 




 



Yuma Energy, Inc.


 

2014
LONG-TERM INCENTIVE PLAN


 


NOTICE OF STOCK OPTION AWARD

 


	
 

	
 


	


Participant:

	
 

	

  (the
“Participant”)

	
 


	
 

	
 


	


Notice:

	

You
have been granted the following award of stock options of Yuma
Energy, Inc., a Delaware corporation (the “Company”), in accordance with the
terms of this Notice of Stock Option Award (this
“Notice”), the
Yuma Energy, Inc. 2014 Long-Term Incentive Plan, as assumed by the
Company in October 2016, as in effect and as amended from time to
time (the “Plan”), and the attached Stock
Option Agreement (the “Agreement”).


	
 

	
 


	


Date of Grant:

	
 

	

(the
“Date of
Grant”)

	
 

	
 


	
 

	
 

	
 

	
 


	


Aggregate Number of Stock Options:

	
 

	

 (the
“Options”)

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	


Type of Option:

	

 Nonqualified
Stock Option

	
 

	

       Incentive
Stock Option

	
 

	
 


	
 

	
 


	


Term:

	

The
close of business on the day before the 10th anniversary of the
Date of Grant (the “Expiration Date”)


	
 

	
 

	
 


	


Vesting Schedule:

	

Options


(Number
of Shares)

	

Vesting
Date


(each,
a “Vesting
Date”)

	
 

	

Exercise
Price Per Share

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	

The
vesting of the Options is subject to your continued service as an
employee of the Company or any of its subsidiaries through such
Vesting Date, and upon the terms of this Notice, the Plan and the
Agreement.


	
 

	
 

	
 






 

You, by your
signature as the Participant below, acknowledge that you (i) have
reviewed the Agreement and the Plan in their entirety and have had
the opportunity to obtain the advice of counsel prior to executing
this Notice, (ii) understand that the award of the Options is
granted under and governed by the terms and provisions of this
Notice, the Agreement and the Plan, and (iii) agree to accept as
binding all of the determinations and interpretations made by the
Compensation Committee of the Board of Directors of the Company
with respect to matters arising under or relating to this Notice,
the Agreement and the Plan.

 


	
 

	
 

	


PARTICIPANT

	
 

	
 

	


YUMA ENERGY, INC.

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	

By:

	
 

	
 

	

By:

	
 

	
 


	
 

	

Name:

	
 

	
 

	

Name:

	
 

	
 


	
 

	
 

	
 

	
 

	

Title:

	
 

	
 












1








 







YUMA ENERGY, INC.


 



STOCK OPTION AGREEMENT


 

1. Award of Stock Options. Yuma
Energy, Inc., a Delaware corporation (the “Company”), hereby grants to the
Participant under the Yuma Energy, Inc. 2014 Long-Term Incentive
Plan, as in effect and as amended from time to time (the
“Plan”), an
award (the “Award”) of options to purchase an
aggregate number of shares (the “Shares”) of common stock, $0.001
par value per share, of the Company (the “Common Stock”), set forth in the
Notice of Stock Option Award (the “Notice”) attached to this Stock
Option Agreement (this “Agreement”), at each of the
exercise prices per share (collectively, the “Exercise Price”) set forth in the
Notice and each vesting date set forth in the Notice (collectively,
the “Vesting
Date”), subject to the terms, definitions and
provisions of the Plan and the terms of this Agreement. This
Agreement consists of the Notice and the terms and conditions of
the Plan. Unless otherwise provided herein, capitalized terms
herein will have the same meanings as in the Plan or in the
Notice.


 

2. Designation of Option. This
Award is intended to be an Incentive Stock Option as defined in
Section 422 of the Code only to the extent so designated in
the Notice, and to the extent it is not so designated or to the
extent this Award does not qualify as an Incentive Stock Option, it
is intended to be a Nonqualified Stock Option.


 


Notwithstanding the
above, if designated as an Incentive Stock Option, in the event
that the Shares subject to this Award (and all other Incentive
Stock Options granted to Participant) that first become exercisable
in any calendar year have an aggregate fair market value
(determined for each Share as of the Date of Grant of this Award
covering such Share) in excess of $100,000, the Shares in excess of
$100,000 shall be treated as subject to a Nonqualified Stock
Option.


 

3. Vesting.


 

(a) Vesting of the Options. Except
as otherwise provided in this Agreement or the Plan, the Options
awarded by this Agreement are scheduled to vest and be exercisable
in accordance with the vesting schedule (the “Vesting Schedule”) set forth in
the Notice; provided, however, no Options shall vest after the
Expiration Date. The Options scheduled to vest on a Vesting Date
will vest only if the Participant remains in continued service as
an employee of the Company or any of its subsidiaries through such
Vesting Date. Should the Participant’s continued service as
an employee of the Company or any of its subsidiaries end
(“Termination of
Service”) at any time (the “Termination Date”), any unvested
Options will be immediately terminated and forfeited. However, the
Compensation Committee (the “Committee”) of the Board of
Directors (the “Board”) of the Company may, in its
discretion, vest any unvested Options upon the Participant’s
Termination of Service.


 

(b) Change of Control Event. If
there is a Change of Control Event, any unvested Options shall not
vest immediately and shall remain outstanding and continue subject
to restrictions in accordance with the terms hereof, unless one of
the following things happens:


 

(i) the Committee, in
its sole discretion, without the consent of the Participant or
holder of this Award, and on such terms and conditions as it deems
appropriate, may take any one or more of the actions or make the
adjustments set forth in Section 12.2 of the Plan in connection
with such Change in Control Event; and


 

(ii) unless
the terms contained in any employment agreement between the
Participant and the Company provide otherwise, if the Participant
incurs a Termination of Service within a period beginning sixty
(60) days before and ending twelve (12) months following a Change
of Control Event on account of (1) a termination by the Company or
any of its subsidiaries for any reason other than Cause, or (2) a
termination by the Participant for Good Reason, then any unvested
Options shall vest on the Termination Date.


 



 

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For
purposes of this Agreement, the following definitions
apply:


 


“Good Reason” means without the
Participant’s written consent (A) a material reduction
in the Participant’s authority, duties or responsibilities
compared to the Participant’s authority, duties and
responsibilities immediately prior to the Change of Control Event;
(B) the Participant’s principal work location being
moved more than thirty-five (35) miles, from the location
immediately prior to the Change of Control Event; (C) the
Company or any of its subsidiaries materially reduces the
Participant’s base salary (unless the base salaries of
substantially all other senior executives of the Company are
similarly reduced); or (D) if the Participant is a party to an
employment agreement with the Company, any material breach of such
employment agreement by the Company.  The Participant
will not resign for Good Reason without first providing the Company
with written notice of the acts or omissions constituting the
grounds for “Good Reason” within ninety (90) days of
the initial existence of the grounds for “Good Reason”
and the Company must have an opportunity within thirty (30) days
following delivery of such notice to cure the Good Reason
condition.


 


“Cause” means (A) the
Participant’s failure to perform (other than due to
Disability or death) the duties of the Participant’s position
(as they may exist from time to time) to the reasonable
satisfaction of the Company or any of its subsidiaries after
receipt of a written warning and at least fifteen (15) days’
opportunity for the Participant to cure the failure, (B) any
act of fraud or dishonesty committed by the Participant against or
with respect to the Company or any of its subsidiaries or customers
as shall be reasonably determined to have occurred by the Board,
(C) the Participant’s conviction or plea of no contest
to a crime that negatively reflects on the Participant’s
fitness to perform the Participant’s duties or harms the
Company’s or any of its subsidiaries’ reputation or
business, (D) the Participant’s willful misconduct that
is injurious to the Company or any of its subsidiaries, or
(E) the Participant’s willful violation of a material
Company or any of its subsidiaries policy. The preceding definition
shall not be deemed to be inclusive of all the acts or omissions
that the Company or any of its subsidiaries may consider as grounds
for the dismissal or discharge of the Participant or any other
individual in the service of the Company or any of its
subsidiaries.  Notwithstanding the foregoing, if the
Participant is a party to an employment agreement with the Company,
the definition of “cause” as defined in the employment
agreement will supersede the above definition.


 

(c) All Options held by
the Participant which are not vested on the Termination Date
pursuant to the provisions of Sections 3(a) or 3(b) shall be deemed
terminated and forfeited.


 

4. Exercise of the Options. This
Award will be exercisable during its term in accordance with the
Vesting Schedule set forth in the Notice as follows:


 

(a) Right to Exercise.


 

(i) This Award may not
be exercised for a fraction of a share of Common
Stock.


 

(ii) This
Award may not be exercised if the issuance of Common Stock at that
time would violate any law or regulation.


 

(iii) In
no event may this Award be exercised after the Expiration Date set
forth in the Notice.


 

(b) Method of Exercise. This Award,
or any exercisable portion thereof, may be exercised, prior to the
Expiration Date to the extent such Option is vested, solely by
delivery of the Exercise Notice (attached hereto as Exhibit A) to the Corporate
Secretary of the Company.


 

(c) Payment of Exercise Price.
Payment of the Exercise Price may be by any of the following, or a
combination thereof, at the election of the
Participant:


 

(i) cash or
check;


 



 

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(ii) Common
Stock already owned by the Participant for at least six (6) months
prior to the date of exercise and based on the Fair Market Value of
the Common Stock on the date this Award is exercised;


 

(iii) irrevocable
instructions to a broker to deliver promptly to the Company the
amount of sale or broker loan proceeds necessary to pay the
Exercise Price;


 

(iv) net
cashless exercise; or


 

(v) any combination of
(i), (ii), (iii), or (iv) above.


 

(d) Withholding. The Participant
will not be allowed to exercise this Award unless he or she makes
arrangements acceptable to the Company to pay any withholding taxes
that may be due as a result of the Option exercise as set forth in
Section 6.


 

5. Termination of the
Award.


 

(a) Term. This Award expires in any
event at the close of business at Company headquarters on the day
before the 10th anniversary of the Date of Grant, set forth in the
Notice. (It will expire earlier if the Participant’s service
as an employee of the Company or any of its subsidiaries ceases, as
described herein.)


 

(b) Termination for Reasons Other Than
Cause, Death, Disability. If the Participant’s
continued service as an employee of the Company or any of its
subsidiaries ends for any reason other than Cause, death or
Disability, the Participant may exercise the vested Options, but
only within such period of time ending on the earlier of (i) the
date three (3) months following the Participant’s Termination
Date and (ii) the Expiration Date.


 

(c) Termination Due to Disability.
If the Participant’s continued service as an employee of the
Company or any of its subsidiaries ends as a result of the
Participant’s Disability, the Participant may exercise the
vested Options, but only within such period of time ending on the
earlier of (i) the date twelve (12) months following the
Participant’s Termination Date and (ii) the Expiration
Date.


 

(d) Termination Due to Death. If
the Participant’s continued service as an employee of the
Company or any of its subsidiaries ends as a result of the
Participant’s death, the vested Options may be exercised by
the Participant’s estate, by a person who acquired the right
to exercise the Options by bequest or inheritance or by the person
designated to exercise the Options upon the Participant’s
death, but only within the time period ending on the earlier of (i)
the date twelve (12) months following the Participant’s
Termination Date and (ii) the Expiration Date.


 

(e) Termination for Cause. If the
Participant’s continued service as an employee of the Company
or any of its subsidiaries ends for Cause, the Options (whether
vested or unvested) shall immediately terminate and cease to be
exercisable.


 

6. Taxes.


 

(a) Tax Liability.  The
Participant is ultimately liable and responsible for all taxes owed
by the Participant in connection with this Award, regardless of any
action the Company takes with respect to any tax withholding
obligations that arise in connection with this Award. The
Company does not make any representation or undertaking regarding
the treatment of any tax withholding in connection with the grant
or vesting of this Award or the subsequent exercise of the
Options. The Company does not commit and is under no
obligation to structure this Award to reduce or eliminate the
Participant’s tax liability.


 

(b) Payment of Withholding
Taxes.   In the event required by federal, state
or local law, the Company will have the right and is hereby
authorized to withhold, and/or to require the Participant to pay
upon the occurrence of the event triggering the requirement, any
applicable withholding taxes in respect of the Options, their
grant, vesting, exercise or otherwise and to take such other action
as may be necessary in the opinion of the Committee to satisfy all
obligations for the payment of such withholding taxes. The Company,
in its sole discretion and pursuant to such procedures as it may
specify from time to time, may permit the Participant to satisfy
such tax withholding obligation, in whole or in part (without
limitation) by (i) paying cash; (ii) electing to have the Company
withhold otherwise then deliverable shares of Common Stock upon
exercise of the Options having a Fair Market Value equal to the
minimum amount required to be withheld; (iii) delivering to
the Company, vested and owned shares of Common Stock having a Fair
Market Value equal to the amount required to be withheld; or (iv)
through any other lawful manner. The Participant agrees to
indemnify and hold the Company harmless from any losses, costs,
damages, or expenses relating to inadequate withholding. The
Company shall withhold from any dividends paid during the vesting
period only the amounts the Company is required to withhold to
satisfy any applicable tax withholding requirements with respect to
such dividends based on minimum statutory withholding rates for
federal and state tax purposes, including any payroll
taxes.


 



 

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YOU FURTHER ACKNOWLEDGE THAT THE COMPANY HAS DIRECTED YOU TO SEEK
INDEPENDENT ADVICE REGARDING THE APPLICABLE PROVISIONS OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
AND THE INCOME TAX LAWS OF ANY MUNICIPALITY OR STATE IN WHICH YOU
MAY RESIDE.


 

7. No Rights as Stockholder. Until
the issuance (as evidenced by the appropriate entry on the books of
the Company or of a duly authorized transfer agent of the Company)
of the Shares, no right to vote or receive dividends or any other
rights as a stockholder will exist with respect to the Shares
subject to the Award, notwithstanding the exercise of this Award.
The Shares so acquired will be issued to the Participant as soon as
practicable after exercise of the Award. No adjustment will be made
for a dividend or other right for which the record date is prior to
the date of issuance, except as provided in the Plan.


 

8. No Effect on Employment.
Nothing contained in this Agreement shall confer upon the
Participant the right to continue as an employee of the Company or
any of its subsidiaries.


 

9. Address for Notices. Any notice
to be given to the Company under the terms of this Agreement shall
be addressed to the Company, Attn: Corporate Secretary, at the
Company’s headquarters, 1177 West Loop South, Suite 1825,
Houston, Texas 77027, or at such other address as the Company may
hereafter designate in writing. Any notice to be given to the
Participant will be addressed to such Participant at the address
maintained by the Company for such person or at such other address
as the Participant may specify in writing to the
Company.


 

10. Award is Not Transferable. This
Award and the rights and privileges conferred hereby will not be
transferred, assigned, pledged or hypothecated in any way (whether
by operation of law or otherwise) and will not be subject to sale
under execution, attachment or similar process. Upon any attempt to
transfer, assign, pledge, hypothecate or otherwise dispose of this
Award, or of any right or privilege conferred hereby, or upon any
attempted sale under any execution, attachment or similar process,
this Award and the rights and privileges conferred hereby
immediately will become null and void.


 

11. Compliance with Laws and
Regulations.


 

(a) If the Participant
is an “affiliate” of the Company, as that term is
defined in Rule 144 (“Rule
144”) under the Securities Act of 1933, as amended
(the “Securities
Act”), the Participant may not sell the Common Stock
received upon exercise of any Options unless in compliance with
Rule 144. Further, the Participant’s subsequent sale of the
Common Stock received upon the exercise of this Award will be
subject to any market blackout-period that may be imposed by the
Company and must comply with the Company’s insider trading
policies and any other applicable securities laws. The Participant
acknowledges and agrees that, prior to the sale of any Common Stock
acquired hereunder, it is the Participant’s responsibility to
determine whether or not such sale of such Common Stock will
subject the Participant to liability under insider trading rules or
other applicable federal securities laws.


 

(b) The obligation of
the Company to deliver Common Stock upon exercise hereunder will be
subject in all respects to (i) all applicable federal and
state laws, rules and regulations and (ii) any registration,
qualification, approvals or other requirements imposed by any
government or regulatory agency or body which the Committee will,
in its discretion, determine to be necessary or applicable.
Moreover, the Company will not issue any Common Stock to the
Participant or any other person pursuant to this Agreement if doing
so would be contrary to applicable law. If at any time the Company
determines, in its discretion, that the listing, registration or
qualification of the Common Stock upon any national securities
exchange or under any state or federal law, or the consent or
approval of any governmental regulatory body, is necessary or
desirable, the Company will not be required to issue any Common
Stock to the Participant or any other person pursuant to this
Agreement unless and until such listing, registration,
qualification, consent or approval has been effected or obtained,
or otherwise provided for, free of any conditions not acceptable to
the Company.


 



 

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12. Market Standoff Agreement. The
Participant agrees in connection with any registration of the
Company’s securities under the Securities Act that, upon the
request of the Company or the underwriter(s) managing any
registered public offering of the Company’s securities, the
Participant will not sell or otherwise dispose of any shares of
Common Stock acquired pursuant to this Agreement without the prior
written consent of the Company or such underwriters, as the case
may be, for such period of time (not to exceed one hundred eighty
(180) days) after the effective date of such registration requested
by such managing underwriter(s) and subject to all restrictions as
the Company or the managing underwriter(s) may specify for
employees, directors or other service provider stockholders
generally. The Participant further agrees to enter into any
agreement reasonably required by the underwriter(s) to implement
the foregoing.


 

13. Binding Agreement. This
Agreement will be binding upon and inure to the benefit of the
heirs, legatees, legal representatives, successors and assigns of
the parties hereto.


 

14. Committee Authority. All
actions taken and all interpretations and determinations made by
the Committee will be final and binding upon the Participant, the
Company and all other persons, and will be given the maximum
deference permitted by law. No member of the Committee will be
personally liable for any action, determination or interpretation
made in good faith with respect to this Agreement.


 

15. Captions. Captions provided
herein are for convenience only and are not to serve as a basis for
interpretation or construction of this Agreement.


 

16. Provisions Severable. In the
event that any provision in this Agreement is held invalid or
unenforceable, such provision will be severable from, and such
invalidity or unenforceability will not be construed to have any
effect on, the remaining provisions of this Agreement.


 

17. Entire Agreement. This
Agreement, including the Notice, and the Plan constitute the entire
understanding of the parties relating to the subjects covered
herein. The Participant expressly warrants that he or she is not
executing the Notice in reliance on any promises, representations
or inducements other than those contained herein and in the
Plan.


 

18. Modifications to this
Agreement. No modification of or amendment to this
Agreement, nor any waiver of any rights under this Agreement, will
be effective unless made in writing signed by the Participant and a
duly authorized officer of the Company. All modifications of or
amendments to this Agreement must either (a) comply with Section
409A of the Code or (b) not cause this Award to be subject to
Section 409A of the Code if this Award is not already subject to
Section 409A of the Code.


 

19. Amendment, Suspension or Termination
of the Plan. By accepting this Award, the Participant
expressly warrants that he or she has received an award under the
Plan, and has received, read and understood a description of the
Plan. The Participant understands that the Plan is discretionary in
nature and may be modified, suspended or terminated by the Company
at any time.


 

20. Recoupment Policy.
Notwithstanding the vesting terms of this Agreement, this Award is
subject to any compensatory recovery (clawback) policy in effect at
the time of each Vesting Date.


 

21. Governing Law; Dispute
Resolution.


 



 

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(a) This Agreement will
be governed by, and construed in accordance with, the laws of the
State of Texas, without regard to its conflict of law
provisions.


 

(b) Any dispute arising
out of, or relating to this Agreement or any breach hereof, shall
be resolved by binding arbitration in Harris County, Texas, in
accordance with the Commercial Arbitration Rules of the American
Arbitration Association then in effect, and judgment on the award
rendered by the arbitrator(s) may be entered in any court of
competent jurisdiction. The location of such arbitration in Harris
County, Texas, shall be selected by the Company in its sole and
absolute discretion. All costs and expenses, including
attorneys’ fees, relating to the resolution of any such
dispute shall be borne by the party incurring such costs and
expenses.


 

22. Data Protection. By accepting
this Award, the Participant agrees and consents:


 

(a) to the collection,
use, processing and transfer by the Company of certain personal
information about the Participant, including the
Participant’s name, home address and telephone number, date
of birth, other employee information, details of the Options
granted to the Participant, and of Common Stock issued or
transferred to the Participant pursuant to this Agreement
(“Data”);
and


 

(b) to the Company
transferring Data to any subsidiary or affiliate of the Company for
the purposes of implementing, administering and managing this
Agreement; and


 

(c) to the use of such
Data by any person for such purposes; and


 

(d) to the transfer to
and retention of such Data by third parties in connection with such
purposes.


 

23. Plan Governs. Except where
explicitly stated in this Agreement, this Agreement is subject to
all terms and provisions of the Plan. In the event of a conflict
between one or more provisions of this Agreement and one or more
provisions of the Plan, the provisions of the Plan shall govern,
unless the Committee shall determine otherwise.


 

24. Adjustments. In the event of a
stock split, a stock dividend or a similar change in the Common
Stock, the number of shares covered by this Award and the Exercise
Price may be adjusted pursuant to the Plan.


 

25. Notice of Disqualifying Disposition of
Incentive Stock Option Shares. If this Award granted to
Participant herein is an Incentive Stock Option, and if Participant
sells or otherwise disposes of any shares of Common Stock acquired
pursuant to the Incentive Stock Option on or before (i) the
date two (2) years after the Date of Grant, or (ii) the
date one (1) year after the date of transfer to the
Participant of the Common Stock, Participant will immediately
notify the Company in writing of such disposition. Participant
agrees that Participant may be subject to additional income tax
withholding by the Company on his salary or wages as a result of
the compensation income recognized by the Participant.


 

26. Participant Acknowledgements.
The Participant acknowledges receipt of a copy of the Plan and
represents that he or she is familiar with the terms and provisions
thereof, and hereby accepts this Award subject to all of the terms
and provisions hereof and thereof. The Participant has reviewed
this Agreement and the Plan in their entirety, has had an
opportunity to obtain the advice of counsel prior to executing the
Notice and fully understands all provisions of this Agreement,
including the Notice, and the Plan.


 


THE
PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE OPTIONS WILL VEST, IF
AT ALL, ONLY DURING THE PERIOD OF THE PARTICIPANT’S CONTINUED
SERVICE AS AN EMPLOYEE OF THE COMPANY OR ANY OF ITS SUBSIDIARIES
(NOT THROUGH THE ACT OF BEING GRANTED THIS AWARD OR ACQUIRING
COMMON STOCK HEREUNDER). THE PARTICIPANT FURTHER ACKNOWLEDGES AND
AGREES THAT NOTHING IN THE NOTICE, THIS AGREEMENT NOR THE PLAN WILL
CONFER UPON THE PARTICIPANT ANY RIGHT WITH RESPECT TO CONTINUATION
OF THE PARTICIPANT’S SERVICE AS AN EMPLOYEE OF THE COMPANY OR
ANY OF ITS SUBSIDIARIES.


 




 

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Yuma Energy, Inc.


 



2014 LONG-TERM INCENTIVE PLAN


 



EXERCISE NOTICE


Yuma
Energy, Inc.


1177
West Loop South, Suite 1825


Houston,
Texas 77027


 


Attention:
Corporate Secretary


 

1. Exercise of Award. Effective as
of today,             ,
        ,
the undersigned (the “Purchaser”) hereby elects to
purchase                         
shares (the “Shares”) of the Common Stock of
Yuma Energy, Inc., a Delaware corporation (the “Company”), under and pursuant to
the Yuma Energy, Inc. 2014 Long-Term Incentive Plan, as amended
(the “Plan”),
and the Stock Option Agreement dated                 
(the “Agreement”). The purchase price
for the Shares will be $                     
, as required by the Agreement. Unless otherwise provided herein,
capitalized terms herein will have the same meanings as in the Plan
or the Agreement.


 

2. Delivery of Payment. The
Purchaser herewith delivers to the Company the full purchase price
of the Shares and any required tax withholding to be paid in
connection with the exercise of the Award.


 

3. Representations of Purchaser.
The Purchaser acknowledges that the Purchaser has received, read
and understood the Plan and the Agreement and agrees to abide by
and be bound by their terms and conditions.


 

4. Rights as Stockholder. Until
the issuance (as evidenced by the appropriate entry on the books of
the Company or of a duly authorized transfer agent of the Company)
of the Shares, no right to vote or receive dividends or any other
rights as a stockholder will exist with respect to the Shares
subject to the Award, notwithstanding the exercise of the Award.
The Shares so acquired will be issued to the Purchaser as soon as
practicable after exercise of the Award. No adjustment will be made
for a dividend or other right for which the record date is prior to
the date of issuance, except as provided in the Plan.


 

5. Tax Consultation. The Purchaser
understands that the Purchaser may suffer adverse tax consequences
as a result of the Purchaser’s purchase or disposition of the
Shares. The Purchaser represents that the Purchaser has consulted
with any tax consultants the Purchaser deems advisable in
connection with the purchase or disposition of the Shares and that
the Purchaser is not relying on the Company for any tax
advice.


 

6. Entire Agreement; Governing
Law. The Plan and Agreement are incorporated herein by
reference. This Exercise Notice, the Plan and the Agreement
constitute the entire agreement of the parties with respect to the
subject matter hereof and supersede in their entirety all prior
undertakings and agreements of the Company and the Purchaser with
respect to the subject matter hereof, and may not be modified
adversely to the Purchaser’s interest except by means of a
writing signed by the Company and the Purchaser. This Exercise
Notice will be governed by, and construed in accordance with, the
laws of the State of Texas, without regard to its conflict of law
provisions.


 


	
 

	
 

	
	


Submitted By:

	
 

	
 

	


Accepted By:

	
 


	
 

	
 

	
	


PURCHASER

	
 

	
 

	


YUMA ENERGY, INC.

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	

By:

	
 

	
 


	
 

	
 

	

Name:

	
 

	

Name:

	
 

	
 


	
 

	
 

	
 

	
 

	

Title:

	
 

	
 







 




 

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