Exhibit 10.9


 


EMPLOYMENT AGREEMENT


 


The following shall
evidence the agreement between The Yuma Companies, Inc., its subsidiaries and affiliates (“Yuma” or “the Company”)
and Michael F. Conlon (“Employee”), for the purpose of Employee functioning as President and Chief Operating Officer
in accordance with the following terms and/or conditions.


 


ARTICLE I. DEFINITIONS


 


The terms defined in the attached Exhibit
“A” shall have the meaning therein described for purposes of this Agreement.


 


ARTICLE II. TERM


 


This Agreement supersedes
the Employment Agreement dated January 1, 2008 and shall become effective as of September 1, 2012. This Agreement shall continue
in full force and effect for a primary period of two (2) years (the “Initial Term”), unless terminated pursuant to
Article V of this Agreement. At the end of the Initial Term, the Agreement will be automatically extended for subsequent monthly
periods (“Renewal Terms”) unless and until terminated pursuant to Article V. The period during which Employee is employed
under this Agreement (including any Renewal Terms) will be referred to as the “Employment Period”.


 


ARTICLE III. DUTIES


 


During the Employment Period, Employee
shall manage and coordinate all of Yuma’s operational activities including exploration, development, drilling, acquisitions,
engineering, production and business development exclusively for the benefit of Yuma and its joint venture partners. Employee
will assist in the development of the exploration budget and the budgets of the other departments and direct the implementation
of the projected budgets. Employee will review and approve all exploration, development, acquisition, and business development
projects and ensure coordination between the department heads. Employee will report to the CEO.


 


Primary duties will be as follows:


 


		1.	Develop balanced exploration and exploitation
                                         programs keeping the Company out of unprofitable plays or trends, and develop new areas
                                         to explore and/or acquire production.



 


		2.	Develop and maintain a systematic process
                                         for evaluating and developing drillable prospects, to ensure that the work done by staff
                                         members is accurate, review all exploration or exploitation prospect ideas for the Company
                                         for their geological and geophysical merit, and determine if these ideas should be accepted
                                         as Yuma prospects.



 


		3.	Develop and maintain a prospect inventory
                                         with risk-adjusted reserve additions estimates for each prospect and the portfolio taken
                                         as a whole.



 


		4.	In conjunction with the CEO, develop
                                         the marketing terms of each prospect and brochure, determining which third parties should
                                         receive presentations, the order and timing of presentations, and advise the CEO which
                                         staff members will participate in the employee override pool for each prospect.



 


		5.	Manage the Exploration and all other
                                         departments in such a manner as to ensure the productivity and efficiency within and
                                         between each department. Monitor finding costs, reserve additions, and production rates
                                         and make recommendations to the CEO on how to improve in these areas.



 


		6.	With the CFO, develop an annual exploration
                                         and development budget, including the projection of exploration overhead to projected
                                         profits from prospect sales.



  


		7.	Develop annual goals with the Board
                                         of Directors on the value and/or the reserves to be added each year.



 




    	 



    	 



    

 


Michael F. Conlon Employment Agreement


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		8.	Make recommendations to the CEO concerning
                                         all aspects of Human Resources relating to Yuma’s personnel. Specifically, determine
                                         which generators or staff members are productive or not and recommend who to retain and
                                         who to replace.



 


		9.	Supervise all activities of the Land
                                         function through the Vice President of Land, and all activities of the other departments
                                         through the Managers of those Departments; including engineering, operations, drilling,
                                         production, acquisitions, financial and business development.



 


		10.	Perform other duties and responsibilities
                                         as requested by the CEO.



 


ARTICLE IV. COMPENSATION


 


Yuma shall pay Employee as compensation
for his services hereunder the following:


 


		A.	A base compensation of $24,166.67 per
                                         month ($290,000.00 per year), paid semi-monthly on the fifteenth and the last day of
                                         each month, consistent with Yuma’s normal payroll procedures.



 


		B.	Employee is eligible to participate
                                         in Yuma’s Restricted Stock Plan and may, as determined by the Compensation Committee
                                         of the Board of Directors in its sole discretion, periodically receive grants under that
                                         Restricted Stock Plan, subject to the terms and conditions thereof.



 


		C.	Employee is eligible to participate
                                         in Yuma’s Annual Incentive Plan and may, as determined by the Compensation Committee
                                         of the Board of Directors in its sole discretion, receive annual bonuses based on performance
                                         criteria to be developed by the Compensation Committee.



 


		D.	Employee shall be provided coverage
                                         in Yuma’s group medical, dental, and life insurance plans, 401(k) retirement plan,
                                         and other insurance plans or benefits provided by Yuma at the levels of coverage and/or
                                         amounts commensurate with other employees of the Company and consistent with Yuma’s
                                         policies.



 


		E.	Employee shall be entitled to four
                                         weeks paid annual vacation, to be taken in accordance with Yuma’s policies.



 


		F.	Conventional Prospects and 3-D Seismic
                                         Projects



			Subject to Paragraphs H and I below,
                                         on new Prospects or Prospects developed from 3-D Seismic Projects which are 1) generated
                                         by Yuma’s staff during the Employment Period and accepted by the Company as a 3-D
                                         Seismic Project or Conventional Prospect, 2) assembled and Sold by Yuma’s staff
                                         during the Employment Period, and 3) the initial well on the prospect or a prospect within
                                         the 3-D Seismic Project has been spudded during the Employment Period, Yuma shall assign
                                         to Employee the following interests:



 


		1)	An Overriding Royalty Interest
                                         (“ORRI”) of 0.50% to the 8/8’s, proportionately reduced as defined
                                         in Articles VI and VII below to the working interest owned by Yuma prior to its sale
                                         of the Prospect to third parties. The ORRI shall be assigned to Employee once a Prospect
                                         is Sold and the initial well has been spudded.



 


		2)	Yuma will also enter into an Area
                                         of Mutual Interest (“AMI”), with Employee once the Prospect is Sold. This
                                         AMI will be the same as the AMI entered into by the third party drilling participants.
                                         In the absence of a written AMI agreement, it will be considered that the AMI entered
                                         into with the third party drilling participant will control.



 


		G.	Unconventional Projects and Prospects



			Subject to Paragraphs H and I below,
                                         on those Projects which are 1) generated by Yuma’s staff during the Employment
                                         Period and accepted by the Company as a Unconventional Project or Unconventional Prospect,
                                         2) assembled and Sold by Yuma’s staff during the Employment Period, and 3) the
                                         initial well in the first designated spacing unit has been spudded during the Employment
                                         Period, Yuma shall assign to Employee the following interests:



 




    	 



    	 



    

 


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		1)	An Overriding Royalty Interest
                                         (“ORRI”) of 0.50% to the 8/8’s, proportionately reduced as defined
                                         in Articles VI and VII below to the working interest owned by Yuma prior to its sale
                                         of the Prospect to third parties. The ORRI shall be assigned on the acreage located within
                                         a designated spacing unit (i.e. Voluntary, Commissioner, or by adopted field rule) to
                                         Employee once a Prospect or Project is Sold and the initial well in that spacing unit
                                         has been spudded.



 


		2)	Yuma will also enter into an Area
                                         of Mutual Interest (“AMI”), with Employee once the Prospect is Sold. This
                                         AMI will be the same as the AMI entered into by the third party drilling participants.
                                         In the absence of a written AMI agreement, it will be considered that the AMI entered
                                         into with the third party drilling participant will control.



 


		H.	If Employee is dismissed for Cause,
                                         he will lose any right to earn all or any part of a bonus or ORRI not yet received on
                                         any Prospects not yet Sold, and any salary, bonus or other benefits owed on the remaining
                                         Employment Period of this Agreement.



 


		I.	Treatment upon Separation from Company



			Notwithstanding Paragraphs F and G of
                                         this Article IV, if this Agreement is terminated by Yuma or the Employee for reasons
                                         other than for Cause, and there are specific Prospects or Projects which are in the process
                                         of being developed, but have not been drilled at the time Yuma or the Employee terminates
                                         this Agreement, Employee will be entitled to an ORRI as calculated based on the schedules
                                         described below.



 


Conventional
Prospects Generated by Yuma’s Staff Which are Developed From Yuma-Initiated 3-D Seismic Surveys


	Status
    as of Employee Termination Date	 	ORRI
    

    Multiplier
	3-D Seismic Survey Project brochure approved	 	.10
	3-D Seismic Survey Project Sold and money collected	 	.20
	Prospect from Project area accepted by Yuma	 	.40
	Prospect from Project area Leased and money collected	 	.50
	Prospect Completed: Participants in the  3-D
    Seismic Project have elected to drill their interest, or interest has been placed, and drilling money collected	 	.90
	Prospect spud	 	1.00


 


Conventional
Prospects Generated by Yuma’s Staff Which are Developed From 2-D Seismic or Yuma-Licensed 3-D Seismic Surveys


	Status
    as of Employee Termination Date	 	ORRI
    

    Multiplier
	Prospect accepted by Yuma	 	.25
	Prospect Leased and Front End Money collected	 	.50
	Prospect Completed: Participants have elected
    to drill and drilling money collected	 	.90
	Prospect spud	 	1.00


 




    	 



    	 



    

 


Michael F. Conlon Employment Agreement


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Unconventional
Projects and Prospects Generated by Yuma’s Staff


	Status
    as of Employee Termination Date	 	ORRI

     Multiplier
	Play/Prospect accepted by Yuma and leases
    acquired	 	.20
	Play/Prospect Sold and Money Collected 	 	.50
	Initial Well on each Spacing Unit spudded	 	1.00
	 	 	 


 


Employee’s
ORRI awarded on Prospects or Projects Sold and drilled after separation from the Company will be determined by multiplying the
ORRI set forth under Article IV, Paragraph F or G by the ORRI Multiplier above, subject to the provisions of Articles VI and VII.


 


			After separation from the company and
                                         notwithstanding the above, for any prospect in a Conventional Project, or on any undrilled
                                         leasehold in an Unconventional Project, which is not drilled or tested before the leasehold
                                         on that prospect expires, the Employee’s rights to earn an ORRI will terminate
                                         six (6) months after the expiration of the remaining leases in that prospect. If, however,
                                         during the six (6) months following the expiration of the remaining leases in any undrilled
                                         prospect Yuma starts reassembling that leasehold, the separated Employee would be entitled
                                         to earn an ORRI subject to the ORRI Multipliers above and the provisions of Articles
                                         VI and VII.



 


ARTICLE
V. TERMINATION


 


		A.	Except as set forth below in Paragraphs
                                         C and D of this Article V, this Agreement may not be terminated during the Initial Term
                                         or any Renewal Term for any reason other than Employee’s dismissal for Cause, Employee’s
                                         resignation due to illness, or Employee’s death.



 


		B.	This Agreement may be terminated at
                                         the end of the Initial Term or at the end of any Renewal Term by either party upon sixty
                                         (60) days written notice to the other party (“Notice Period”). In the case
                                         of the Employee wishing to tender his resignation under the provisions of this paragraph,
                                         Employee and Yuma agree to keep such resignation quiet and confidential in order for
                                         Yuma to find a replacement and make the proper announcement to the other employees of
                                         Yuma. Employee agrees to cooperate and assist any employee of Yuma in the transition
                                         phase of his duties at Yuma during the Notice Period.



 


		C.	Separation from the Company for
                                         Good Reason



If there a material adverse
change in Employee’s position or employment Duties, as described in Article III, Employee will have the right to terminate
this Employee Agreement upon 60 days notice, provided that Employee has put the Company on notice in writing of the occurrence,
and the Company has failed to remedy the matter within 30 days after the Company received such written notice. Yuma shall pay
the Employee any unpaid portion of the Employee’s base compensation and benefits accrued through the termination notice
date plus severance equal to twelve (12) months of base compensation, or the remainder of the Initial or Renewal Term under this
Employment Agreement, whichever is greater; as well as medical, dental, and life insurance premiums for that severance period.
Any unvested Stock Awards will be forfeited at the end of the 60 day notice period.


 


		D.	Separation from the Company for
                                         Good Reason during period of Change in Control



If Employee terminates his employment
pursuant to the procedures of Paragraph C above within a period beginning sixty (60) days before, and ending twelve (12) months
after the date of a Change of Control (the “Change Period”) Yuma shall pay the Employee any unpaid portion of the
Employee’s base compensation and benefits accrued through the termination notice date plus severance equal to twelve (12)
months of base compensation, or the remainder of the Initial or Renewal Term under this Employment Agreement, whichever is greater;
as well as medical, dental, and life insurance premiums for that severance period. In the event of a termination for Good Reason
within the Change Period, any Stock Awards will become fully vested and immediately exercisable and all restrictions on any restricted
stock held by Employee will be removed.


 




    	 



    	 



    

 


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ARTICLE
VI. ADJUSTMENT OF ORRI WHEN CARRIED WORKING INTEREST


IS
LESS THAN 15 PERCENT


 


For all of the provisions in this Article
VI, the carried working interest requirements are proportionately reduced to Yuma’s original working interest in the Prospect
or Project. For clarification purposes, if Yuma has rights to 50 percent of a Prospect or Project, the Carried Working Interest
(“CWI”) threshold requirement is reduced to 7.5% from 15%.


 


When determining a possible proportionate
reduction in ORRI, if Yuma is able to earn greater than 3.5% ORRI on the Prospect, that portion in excess of 3.5% ORRI will be
treated as CWI at the ratio of 2.0% CWI for each 1.0% of ORRI in excess of 3.5% ORRI. Any reversionary interests held by third
parties will be included for purposes of the computation outlined in this section.


 


On Prospects where Yuma chooses not to
sell the Prospect but elects to drill the Prospect on a 100% basis, then Employee earns the ORRI from Article IV, Paragraph F
above with no proportionate reduction of ORRI as described under this Article.


 


On Prospects where Yuma is marketing 100%
of the Prospect, agrees to retain and drill some working interest percentage but earns a 15% or greater carry (on average) on
the portion sold, then Employee earns the ORRI from Article IV, Paragraph F above with respect to that interest retained by the
Company.


 


On all exploration Prospects where Yuma’s
CWI is less than 15%, then Employee’s ORRI will be proportionately reduced and subject to the provisions of Article VII.
For clarification, assuming the Employee was due a 0.50% ORRI under the provisions of Article IV and the Company is only able
to earn a 10% CWI, the Employee’s ORRI would be reduced from 0.50% to .3333% (0.50% x 10% / 15%) assuming the Company is
able to earn a 3.5% ORRI on the Prospect.


 


Employee’s share will be from the
retained overriding royalty and rounded to the seventh decimal place.


 


ARTICLE VII. ADJUSTMENT
OF ORRI WHEN ORRI EARNED IS 


LESS THAN 3.5%


 


For all of the provisions in this Article
VII, the ORRI requirements are proportionately reduced to Yuma’s original working interest in the Prospect or Project. For
clarification purposes, if Yuma has rights to 50 percent of a Prospect or Project, the ORRI threshold requirement is reduced to
1.75% from 3.5%.


 


On Prospects where Yuma chooses not to
sell the Prospect but elects to drill the Prospect on a 100% basis, then Employee earns the full ORRI as described above with
no proportionate reduction of ORRI.


 


On Prospects where Yuma is marketing 100%
of the Prospect, agrees to retain and drill some working interest percentage but earns a 3.5% ORRI (on average) on the portion
sold, then Employee earns the full ORRI as described above with no proportionate reduction of ORRI subject to the provisions of
Article VI above.


 


On all generated and Sold Prospects where
Yuma’s ORRI is less than 3.5%, then Employee’s ORRI will be proportionately reduced. If, for example, the Company
is only able to carve out a 2.0% ORRI upon the sale of the Employee Prospect, and assuming Employee would ordinarily be due a
0.50% ORRI, then Employee’s ORRI would be reduced to .2857% (0.50% x 2.0% / 3.5%) assuming Yuma was able to earn a 15% CWI.


 


In all cases, the provisions of the proportionate
reduction articles are not mutually exclusive but are to be taken together as a whole (both Articles VI and VII are considered
in the calculation of the ORRI) and Employee may be subject to proportional reduction under the provisions of both articles in
serial. Any reversionary interests held by third parties will be included for purposes of the computation outlined in this section.


 




    	 



    	 



    

 


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ARTICLE VIII. PROSPECTS CONTAINING LEASES
WITH VARYING


NET REVENUE INTERESTS


 


Customarily, Prospects contain acreage
blocks with different owners. It is rare that large Prospects can be formed from tracts covered by leases that provide for identical
NRI’s. When necessary or appropriate, the ORRI due Employee will be computed and conveyed on a drilling or Production unit
basis and the formulas contained in Articles VI and VII will be applied to each such drilling or Production unit. The ORRI awarded
Employee will be adjusted from unit to unit to approximate the average ORRI that should be awarded on the Prospect taken as a
whole.


 


ARTICLE IX. TIMING AND NATURE OF THE
ASSIGNMENT OF ORRI


 


Yuma will make an assignment of Employee’s
override within sixty (60) days of Yuma’s receipt of the assignment of Yuma’s override. Yuma’s assignment to
Employee shall be on the same terms and conditions as the assignment received by Yuma. Yuma will make assignments or provide a
letter documenting the ORRI due prior to the well(s) spudding.


 


If Yuma fails to make such assignment
within the sixty (60) day period, Employee shall make a written request for assignment to Yuma and Yuma shall make such assignment
to Employee within ten (10) days of such written request. If Yuma fails to provide a recordable instrument documenting Employee’s
ORRI after sixty (60) days following Yuma’s receipt of the assignment and after the subsequent ten (10) days following Employee’s
notice as called for above, then Employee may hire a land professional to document the ORRI due Employee in the form of a recordable
assignment. Once this assignment has been documented to the satisfaction of both Employee and Yuma, Yuma will then execute the
assignment and reimburse Employee for the costs of the land professional and recordation.


 


The Area of Mutual Interest (AMI) on which
the Employee’s override is owed will be the same as the AMI entered into by Yuma with the third party drilling participants,
and will be subject to any amendment of the agreement with the third party participants.


 


ARTICLE X. SELLING
OF ORRI


 


If Employee wishes to sell his ORRI on
any Yuma Prospect during his employment with Yuma, Employee shall notify Yuma in writing of his intent to sell. Yuma will have
30 days from the date of Employee’s notice of intent to sell to provide Employee with a bona fide offer in writing.


 


ARTICLE XI. EXPENSES


 


Yuma
agrees to reimburse Employee for all normal business expenses needed to carry out his duties, including, without limitation, expenses
of attending pre-approved seminars and conferences, business-related travel, and business-related entertainment. Yuma will reimburse
Employee expenses associated with professional associations and continuing professional education with preapproval. Employee must
submit a proper expense report consistent with Company policy and regulations promulgated by the Internal Revenue Service in order
to obtain reimbursement.


 


ARTICLE XII. RELATIONSHIP
OF PARTIES


 


During the Employment Period of this Agreement,
Employee shall be an employee of Yuma and shall not directly or indirectly render any services of a commercial or professional
nature to any other person or business organization (excluding church or family matters), whether or not for compensation, without
the prior written consent of the Company.


 




    	 



    	 



    

 


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ARTICLE
XIII. NONDISCLOSURE OF INFORMATION CONCERNING BUSINESS


 


Except as may be required in the performance
of his duties under this Agreement, Employee will not at any time, in any fashion, form, or manner, either directly or indirectly
divulge, disclose, or communicate to any person (exclusive of Yuma employees), firm, or corporation in any manner whatsoever any
information of any kind, nature, or description concerning any matters affecting or relating to the business of Yuma, including,
without limitation, information concerning any of its Prospects, acquisitions, or joint ventures, the name of any customers, the
prices it obtains or has obtained, or at which it sells or has sold its products, or any other information concerning the business
of Yuma, its manner of operation, or its plans, processes, or other data of any kind, nature, or description without regard to
whether any or all of the foregoing matters would be deemed confidential, material, or important. The parties hereby stipulate
that, as between them, the foregoing matters are important, material, and confidential, and gravely affect the effective and successful
conduct of the business of Yuma, and its good will, and that any breach of the terms of this section is a material breach of this
Agreement.


 


ARTICLE XIV. CONFIDENTIAL INFORMATION
AND NON-SOLICITATION


 


Employee acknowledges that in the course
of his affiliation with Yuma, he has been provided with confidential and proprietary information about Yuma and its business,
and that concurrently with the execution hereof and during the Employment Period of this Agreement, Employee will be provided
with Confidential Information, as hereinafter defined, of which Employee has not had previous knowledge. Employee acknowledges
that all Confidential Information is of great value to Yuma, and essential to Yuma's preservation of its business and goodwill.
In recognition and in consideration of the foregoing and of the training and education to be provided by Yuma, Employee expressly
covenants and agrees:


 


		A.	Definition of Confidential Information.
                                         For purposes hereof, “Confidential Information” shall mean:



		1)	The financial condition of Yuma;
                                         records of transactions, and other information concerning the business of Yuma; or any
                                         information acquired from the inspection of Yuma’s records or property;



		2)	The name and location of any Yuma
                                         Prospects, Projects, acquisitions or joint ventures;



		3)	Leads, Prospects, Projects, potential
                                         discoveries of hydrocarbons, seismic data and interpretations thereof, geological and
                                         Prospect maps, future development drilling locations, drilling reports, well logs, technical
                                         processes, pricing and bidding methods, proprietary marketing and proprietary sales techniques,
                                         production and processing techniques, systems, products, services, designs, inventions,
                                         research records, technical data, information about costs, profits, and key personnel,
                                         heretofore or hereafter acquired, developed and/or used by Yuma;



		4)	2D seismic lines and seismic data,
                                         which are licensed and/or the property of Yuma. Employee will not keep copies of such
                                         data;



		5)	Terms and provisions of any seismic,
                                         joint venture, farm-out, farm-in, seismic survey participation, or drilling participation
                                         agreements; terms of any special JOA provisions;



		6)	Terms and provisions of this Agreement,
                                         and of Yuma polices, manuals, guidelines or internal directives.



 


		B.	Employee Shall Not Disclose Confidential
                                         Information. Employee agrees that the direct or indirect disclosure of any Confidential
                                         Information would place the Company at a competitive
                                         disadvantage and would do damage, monetary or otherwise, and cause irreparable
                                         harm to the Company. Employee also agrees that disclosure of Confidential Information
                                         may constitute improper appropriation and/or use of proprietary information and trade
                                         secrets. Except as set forth in Paragraph C below, or when the Confidential Information
                                         is part of the marketing effort for Prospects and Projects, or where authorized by the
                                         CEO of Yuma for the benefit of Yuma, Employee agrees that Employee shall not, directly
                                         or indirectly, at any time, divulge to any persons, firms, corporations, governmental
                                         entities or agencies or other entities, any Confidential Information. This non-disclosure
                                         of Confidential Information covenant shall extend for a period of two years following
                                         the termination of this agreement.



 


		C.	Exceptions to Non-Disclosure of
                                         Confidential Information. Notwithstanding the foregoing, the restrictions on disclosure
                                         shall not apply to any Confidential Information or portion thereof which:



 




    	 



    	 



    

 


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		1)	At the time of disclosure by Employee
                                         is generally and readily available to the public other than by an act or omission on
                                         the part of Employee;



 


		2)	At the time of disclosure by Employee
                                         has been acquired from or made available to Employee by a third party having the lawful
                                         right to disclose such information;



 


		3)	Employee is required to disclose
                                         pursuant to any state or federal law, rule or regulation or by an applicable judgment,
                                         order or decree of any court or government body or agency having jurisdiction over such
                                         matter. However, if possible Employee will notify Yuma in writing at least twenty (20)
                                         days prior to the date of such required disclosure to enable Yuma to seek an appropriate
                                         protective order to take such other actions as it deems necessary or appropriate;



 


		4)	Employee may disclose the terms
                                         of this Agreement to his creditors, mortgage lenders, and financial institutions as required.
                                         In addition, Employee may divulge information relating to the occurrence of a change
                                         in control, to calculations of payments required under this Agreement, or to a termination
                                         of this Agreement, to Employee's attorney or accountant solely for such attorney's or
                                         accountant's confidential use with respect thereto. Employee shall provide Yuma with
                                         a copy of such information and the name of the accountant or attorney given such information.



 


		D.	Non-Solicitation. Employee acknowledges
                                         and agrees that the Company has concurrently with the signing of this Agreement and will
                                         during the Employment Period provide Confidential Information to Employee. Therefore,
                                         Employee will acquire unique knowledge of the operations and business of the Company.
                                         Employee further acknowledges and recognizes that the Company is placing its confidence
                                         and trust in Employee and that it would be impossible for Employee to perform Employee’s
                                         duties with the Company without the Company disclosing the Confidential Information or
                                         without Employee utilizing the Confidential Information to which Employee is being given
                                         concurrently with the execution hereof and during the course of Employee’s employment.
                                         In consideration of disclosing the Confidential Information to Employee, the receipt
                                         of which is hereby acknowledged by Employee, Employee covenants and agrees that:



		1)	Employee shall not at any time,
                                         solicit or cause or authorize directly or indirectly to be solicited, or accept or cause
                                         or authorize directly or indirectly to be accepted, for or on behalf of himself or third
                                         parties, any business from third parties who are not considered normal industry participants.
                                         For clarification, this non-solicitation provision would include contacts developed personally
                                         by Sam Banks such as Ignacio Rivas and Ricardo Goizueta from Madrid, Spain. Further,
                                         this covenant extends for a period of two (2) years following the termination of this
                                         Agreement.



 


		2)	For the Employment Period of this
                                         Agreement, and for two (2) years after this Agreement is terminated, Employee agrees
                                         not to solicit or cause or authorize directly or indirectly to be solicited for employment,
                                         or cause or authorize directly or indirectly to be employed, for or on behalf of the
                                         Employee or any third parties, any person who is a current employee of Yuma.



 


		E.	Return of Confidential Information
                                         upon Termination. Employee expressly acknowledges the trade secret status of the
                                         Confidential Information and that the Confidential Information constitutes a protected
                                         business interest of the Company. All files, records, documents, memoranda, software,
                                         electronic data or other writings whatsoever made, compiled, acquired, or received by
                                         Employee during the Employment Period with Company arising out of, in connection with,
                                         or related to any activity or business of the Company are the sole and exclusive property
                                         of the Company, and shall, together with all copies thereof, be returned to the Company
                                         by Employee immediately, without demand, upon the termination of Employee’s employment
                                         with the Company.



 




    	 



    	 



    

 


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		F.	Injunctive and Other Relief.
                                         Employee acknowledges and agrees that the services to be rendered by him to the Company
                                         are of a special, unique and extraordinary character and, in connection with such services,
                                         he will have access to business opportunities, intellectual property and Confidential
                                         Information vital to the Company’s business. Employee acknowledges that a remedy
                                         at law for any breach or attempted breach of the foregoing under this Article will be
                                         inadequate, and agrees that the Company and its subsidiaries, affiliates, successors
                                         or assigns shall have the following rights and remedies, each of which shall be independent
                                         of the others and severally enforceable, and each of which shall be in addition to, and
                                         not in lieu of, any other rights or remedies available to the Company or its subsidiaries,
                                         affiliates, successors or assigns at law or in equity under this Agreement or otherwise:



 


		1)	The right and remedy to have each
                                         and every one of the covenants in this Agreement specifically enforced and the right
                                         and remedy to obtain injunctive relief, it being agreed that any breach or threatened
                                         breach of any of the non-solicitation or other restrictive covenants and agreements contained
                                         herein would cause irreparable injury to the Company and its subsidiaries, affiliates,
                                         successors or assigns and that money damages would not provide an adequate remedy at
                                         law to the Company and its subsidiaries, affiliates, successors or assigns. The Company
                                         shall not be prohibited by this provision from pursuing all other remedies at law or
                                         equity available to the Company, including a claim for losses and damages.



 


		G.	Reasonableness of Limitations.
                                         Employee acknowledges and agrees that the restrictive covenants and agreements contained
                                         herein are reasonable and valid in geographic, temporal and subject matter scope and
                                         in all other respects, and do not impose limitations greater than are necessary to protect
                                         the goodwill, Confidential Information, and other business interests of the Company,
                                         and its affiliates, successors and assigns. If, however, any court subsequently determines
                                         that any of such covenants or agreements, or any part thereof, is invalid or unenforceable,
                                         the remainder of such covenants and agreements shall not thereby be affected and shall
                                         be given full effect without regard to the invalid portions.



 


		H.	Survival. Each covenant provided
                                         in this agreement under Article XIV hereof shall survive the termination of this Agreement
                                         and of Employee’s employment with the Company, whether by resignation, discharge
                                         or otherwise.



 


ARTICLE XV. NOTICES


 


All notices required or permitted under
this Agreement shall be in writing and shall be deemed delivered when delivered in person or by registered mail, return receipt
requested in the United States mail, postage paid, addressed as follows:


 


		Company:	The Yuma Companies,
                                         Inc.



		Attn:	Mr. Michael
                                         F. Conlon



		1177	West Loop South,
                                         Suite 1825



		Houston,	Texas 77027



 


		Employee:	Mr. Michael
                                         F. Conlon



		1723	Brun St.



		Houston,	Texas 77019



 


Either party may change such addresses
from time to time by providing written notice in the manner set forth above.


 


ARTICLE XVI. ENTIRETY
OF AGREEMENT


 


This Agreement supersedes all other agreements,
either oral or in writing, between the parties to this Agreement, with respect to the employment of the Employee by Yuma. This
Agreement contains the entire understanding of the parties and all of the covenants and agreements between the parties with respect
to such employment.


 


ARTICLE
XVII. AMENDMENT


 


This Agreement may be modified or amended
only if the modification or amendment is made in writing and is signed by both parties.


 




    	 



    	 



    

 


Michael F. Conlon Employment Agreement


September 1, 2012


Page 10 
of 14


  


ARTICLE XVIII. SEVERABILITY


 


If any provisions of this Agreement shall
be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If
a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it should
become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.


 


ARTICLE XIX. WAIVER
OF CONTRACTUAL RIGHT


 


The failure of either party to enforce
any provision of this Agreement shall not be construed as a waiver or limitation of that party’s right to subsequently enforce
and compel strict compliance with every provision of this Agreement.


 


ARTICLE XX. APPLICABLE
LAW


 


The laws of the State of Texas shall govern this Agreement.


 


ARTICLE XXI. ALTERNATIVE
DISPUTE RESOLUTION


 


All controversies, claims and disputes
arising under or relating to this Agreement, including tort claims and including the issue of arbitrability shall be first submitted
to mediation, and if that is unsuccessful, then the dispute shall be finally resolved by arbitration under the procedures hereafter
detailed.


 


		A.	Mediation. Mediation, as defined
                                         in Section 154-023 of the Texas Civil Practices and Remedies Code, shall be initiated
                                         by written notice from one party to the other. The notice shall reasonably describe and
                                         identify the issues or claims to be mediated. The other party can respond with a written
                                         notice of additional issues or claims. The parties shall schedule a mediation to take
                                         place within 30 days from the receipt of the written notice of mediation, pursuant to
                                         the Mediation Procedures of the CPR International Institute for Conflict Prevention &
                                         Resolution (“CPR”) in effect on the date of this Agreement. Unless otherwise
                                         agreed, the parties will select a mediator from the CPR Panels of Distinguished Neutrals.
                                         All proceedings pursuant to this paragraph are confidential and shall be treated as compromise
                                         and settlement negotiations for purposes of applicable rules of evidence and any additional
                                         confidentiality protections provided by applicable law.



 


		B.	Arbitration. 



 


		1)	If the dispute has not been resolved
                                         by the mediation provided for herein, it shall then be finally resolved by arbitration
                                         in accordance with the CPR Rules for Non-Administered Arbitration (the “CPR Rules”)
                                         in effect on the date of this Agreement. Either party may initiate the arbitration by
                                         filing its statement of claim within fifteen days after the mediation provided for herein.



 


		2)	The arbitration shall be conducted
                                         and decided by a person mutually agreeable to the parties and knowledgeable and experienced
                                         in the type of matter that is the subject of the dispute. If the parties cannot agree
                                         on an arbitrator within fifteen (15) days after arbitration has been initiated by the
                                         filing of the notice, then he/she shall be selected from the CPR Panel using the CPR
                                         Rules.



 


		3)	The arbitration shall be governed
                                         by the Federal Arbitration Act, 9 U.S.C. 1-16. The arbitration shall occur in Houston,
                                         Texas, and judgment upon the award rendered by the arbitrator may be entered by any court
                                         having jurisdiction thereof.



 


		4)	If reasonably possible, arbitration
                                         shall be commenced within 30 days of the selection of the arbitrator. The arbitrator
                                         shall render the award not later than 30 days after the last hearing date.



 




    	 



    	 



    

 


Michael F. Conlon Employment Agreement


September 1, 2012


Page 11 
of 14


 



		5)	The arbitrator shall bill his or
                                         her fees and costs attributable to such binding arbitration in equal shares to the parties
                                         and each party shall bear its own attorneys’ fees and/or out-of-pocket costs expended
                                         by it. If any party seeks to modify or overturn all or a portion of the arbitrator’s
                                         award and is unsuccessful, then the opposing party shall be awarded all of its reasonable
                                         attorneys’ fees incurred in the arbitration. If it becomes necessary for a prevailing
                                         party to secure judicial confirmation of the award and to otherwise undertake legal action
                                         to collect an award, then such party shall be entitled to its reasonable attorneys’
                                         fees and all costs for such action.



 


		6)	No Punitive Damages. No
                                         punitive damages are recoverable in the arbitration. The arbitrator is not empowered
                                         to award damages in excess of compensatory damages, and each party hereby irrevocably
                                         waives any right to recover any punitive or exemplary damages with respect to any dispute
                                         between them.



 


ARTICLE XXII. EMPLOYEE ACKNOWLEDGMENT


 


Employee has read the contents of this
Agreement, understands its terms, and agrees that, in consideration for his employment or continuing employment, training with
the Company, and any other consideration recited herein, he will be bound by the terms, covenants and restrictions set forth in
this Agreement.


 


IN WITNESS WHEREOF, the parties
have executed this Agreement this 1st day of September, 2012. 


 





	 	THE YUMA COMPANIES, INC.	 
	 	 	 
	 	/s/ Sam L. Banks	 
	 	By:	Sam L. Banks, Chairman & CEO	 
	 	 	 
	 	/s/ Michael F. Conlon	 
	 	Michael F. Conlon	 







 







    	 



    	 



    

 


EXHIBIT “A”


To that Employment
Agreement


Dated September
1, 2012


Between The Yuma
Companies, Inc.


and


Michael F. Conlon


 


Definitions


 


As used herein, each term defined in the
Agreement shall have the meaning assigned in the Agreement, unless expressly provided below to the contrary. The Agreement has
been divided into articles and paragraphs for convenience only, and it is understood that the rights, powers, privileges, duties,
and other legal relations of the parties hereto shall be determined as an entirety without regard to such divisions into articles
and paragraphs and without regard to headings prefixed to such articles and paragraphs.


 


		(a)	The term “AFE” shall mean
                                         authorization for expenditure. An AFE is a form which is widely used in the oil and gas
                                         industry when wells are drilled or a capital expenditure is planned by multiple parties.



 


		(b)	The term “Agreement” shall
                                         mean this Employment Agreement, as amended, modified, or supplemented from time to time.



 


		(c)	The term “Area of Mutual Interest”
                                         or “AMI” shall mean an agreement between or among parties to a farm-out agreement
                                         or a joint operating agreement or other agreement by which the parties attempt to describe
                                         a geographical area within which they agree to share certain additional leases or other
                                         interests acquired by any of them in the future.



 


		(d)	The term “Article” shall
                                         mean an article of this agreement, unless the context otherwise requires.



 


		(e)	Regarding a dismissal for cause, the
                                         term “Cause” shall be defined as any of the following: fraud or dishonesty
                                         committed by Employee against or with respect to Yuma, its affiliates or customers as
                                         shall be reasonably determined to have occurred by the Board of Directors of the Company;
                                         conviction of Employee of a felony by a court of competent jurisdiction; continued violation
                                         of the policies outlined in the Company’s Employee Handbook; unprofessional behavior
                                         as determined by a majority of the Company’s Board of Directors; continued and
                                         willful failure or refusal by Employee to perform the duties and services required of
                                         Employee hereunder if such failure and/or refusal is not cured within thirty (30) days
                                         after written notice thereof is provided to Employee by Yuma.



 


		(f)	The term “Carried Working Interest”
                                         or “CWI” shall mean an agreement between Yuma and other participants in the
                                         well where one or more participants agree to pay a disproportionate amount of Yuma’s
                                         costs in a Seismic Project, the drilling and/or completion costs of a well(s), or a combination
                                         of both.



		(g)	The term “Change in Control”
                                         shall mean the occurrence of any of the following:



		i.	Any transaction or series of related
                                         transactions resulting in the sale or issuance of securities by Yuma, or any rights to
                                         securities of Yuma, representing in the aggregate more than 50% of its issued and outstanding
                                         voting securities (or more than 50% of the voting power), on a fully diluted basis; or any
                                         transaction or series of related transactions resulting in the sale, transfer, assignment
                                         or other conveyance or disposition of any securities, or any rights to securities of
                                         Yuma, by any holder or holders thereof representing in the aggregate more than 50% of
                                         the issued and outstanding voting securities of Yuma (or more than 50% of the voting
                                         power), on a fully diluted basis and the receipt of any consideration in connection therewith;



		ii.	A merger, consolidation, reorganization,
                                         recapitalization or share exchange in which the stockholders of Yuma, immediately prior
                                         to such transaction, receive in exchange for securities of Yuma owned by them, cash,
                                         property or securities of the resulting or surviving entity and, as a result thereof,
                                         Persons who were holders of voting securities of Yuma hold less than 50% of the capital
                                         stock, calculated on a fully diluted basis, of the resulting corporation entitled to
                                         vote in the election of directors.



 




    	 



    	 



    

  


		(h)	The term “CEO” shall mean
                                         Chief Executive Officer.



 


		(i)	The term “CFO” shall mean
                                         Chief Financial Officer.



 


		(j)	The term “Employee Prospect”
                                         shall mean a Prospect originated or generated by Employee and accepted by the President
                                         of the Company in writing. The Prospect cannot have come from a third-party source, but
                                         must be the unique idea of Employee, sponsored within the Company by Employee, and formally
                                         accepted as such by the Company.



 


		(k)	The term “Finding Costs”
                                         shall mean the cost of finding commercial oil or gas, including all expenses involved
                                         in acquiring acreage, survey work and the cost of drilling.



 


		(l)	The term “Lead” shall mean
                                         any idea which suggests a direction for further geological and or geophysical investigation.
                                         A Lead can be a step in the direction toward creating a Prospect. A Lead is a geological
                                         or geophysical idea which lacks the supporting data to be considered drillable.



 


		(m)	The term “Net Revenue Interest”
                                         or “NRI” shall mean the share of Production after satisfaction of all royalty,
                                         overriding royalty, and other interests burdening the revenue stream.



 


		(n)	The term “New Prospect”
                                         shall mean any Prospect not tested (a well drilled to evaluate the presence of hydrocarbons)
                                         and not specifically listed in Exhibits “B”, “C”, or “D”.



 


		(o)	The term “ORRI” shall mean
                                         overriding royalty interest, or interest in oil and gas produced at the surface, free
                                         of the expense of Production, and in addition to the usual land owner’s royalty
                                         reserved to the lessor in an oil and gas lease. An ORRI shall be free and clear of any
                                         costs of drilling, development and operations, but shall bear its proportionate part
                                         of all severance and other taxes and all marketing costs on Production, including costs
                                         incurred in dehydrating, treating, transporting, boosting, compressing or otherwise processing
                                         oil and gas in order to make same marketable.



 


		(p)	The term “Peer Review”
                                         shall mean the process of vetting an idea or Lead by Company employees or outside parties
                                         prior to accepting the idea or Lead as a Prospect.



 


		(q)	The term “Play” shall mean
                                         a producing trend or area believed to have the potential of additional oil and/gas accumulations
                                         within a particular geologic interval.



 


		(r)	The term “Prior Developed Prospect”
                                         shall mean any Prospect or Project idea which Employee developed and illustrated through
                                         maps, cross-sections, or other interpretations in Employee’s possession prior to
                                         joining Yuma as either a full time employee or consultant.



 


		(s)	The term “Production” shall
                                         mean: (i) the act or process of producing; (ii) the products of an oil and gas well;
                                         or (iii) the well itself.



 


		(t)	The term “Prospect” shall
                                         mean the identification of the existence of a certain geological structure, conducive
                                         to the Production of oil and gas underlying a certain area of land.



 


		(u)	The term “Reserve” shall
                                         mean that portion of the identified oil and/or gas resource from which a usable mineral
                                         and energy commodity can be economically and legally extracted at the time of determination.



 


		(v)	The term “Sold” shall mean
                                         that all participants have executed their participation agreements and joint operating
                                         agreements, and all monies, including drilling dollars on the Prospects operated by Yuma,
                                         are received and, on those not operated by Yuma, when all monies due the operator are
                                         received.



 


		(w)	The term “3-D Seismic Project”
                                         shall mean the identification of the existence of “Lead”(s) in a geographical
                                         area, requiring a 3-D seismic survey to be conducted in order to mature the “Lead”(s)
                                         to a “Prospect”(s) status.



 




    	 



    	 



    

 





		(x)	The term “Unconventional”
                                         Projects and Prospects shall mean those projects/prospects which are regional in nature
                                         and typically lack definable water contacts and/or hydrocarbon traps. For clarification,
                                         plays such as the Bakken and Eagle Ford are “Unconventional”. “Conventional”
                                         Projects and Prospects shall mean those projects/prospects which are localized hydrocarbon
                                         traps formed by discrete structural or stratigraphic closures.