Exhibit 10.7


 


FOURTH AMENDMENT TO CREDIT AGREEMENT


 


THIS FOURTH AMENDMENT
TO CREDIT AGREEMENT (this “Amendment”) is entered into effective as of April 22, 2014 (the “Effective
Date”), among YUMA EXPLORATION AND PRODUCTION COMPANY, INC., a Delaware corporation (the “Borrower”),
the undersigned lenders party to the Credit Agreement (the “Lenders”) and SOCIÉTÉ
GÉNÉRALE, in its capacity as Administrative Agent and Issuing Bank (the “Administrative
Agent”).


 


RECITALS


 


A.            Borrower,
the Lenders and Administrative Agent are parties to a Credit Agreement dated as of August 10, 2011, as amended by that certain
First Amendment and Limited Waiver to Credit Agreement and Assignment, dated as of September 30, 2012, as further amended by that
certain Second Amendment to Credit Agreement and Assignment, dated as of February 13, 2013, and as further amended by that certain
Third Amendment to Credit Agreement and Assignment, dated as of May 20, 2013 (as amended, restated, modified or supplemented from
time to time until the date hereof, the “Credit Agreement”).


 


B.             Borrower
has requested certain amendments to the Credit Agreement as set forth herein and, subject to the conditions precedent set forth
herein, the parties hereto have agreed to so amend the Credit Agreement.


 


NOW, THEREFORE, in
consideration of these premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:


 


1.           Same
Terms. All terms used herein which are defined in the Credit Agreement shall have
the same meanings when used herein, unless the context hereof otherwise requires or provides. In addition, (i) all references in
the Loan Documents to the “Agreement” shall mean the Credit Agreement, as amended by this Amendment, and (ii) all references
in the Loan Documents to the “Loan Documents” shall mean the Loan Documents, as amended by this Amendment, as the same
shall hereafter be amended from time to time. 


 


2.           Amendments
to Credit Agreement. Subject to the conditions precedent set forth in Section 4 hereof, the Credit Agreement is amended as
follows:


 


A.            Section
1.02. The following new definitions are added to Section 1.02 of the Credit Agreement in proper alphabetical order:


 


“Conforming
Borrowing Base” means, (i) on the Fourth Amendment Effective Date, the amount provided for in Section 2.07(b) and
(ii) from and after the Fourth Amendment Effective Date until the Non-Conforming Borrowing Base Termination Date, the amount determined
by the Administrative Agent and approved by the Required Lenders or all of the Lenders, as applicable, in accordance with the provisions
of Section 2.07 as the Conforming Borrowing Base. For the avoidance of doubt, on and after the Non-Conforming Borrowing Base Termination
Date, the Conforming Borrowing Base shall equal the Borrowing Base.


 


“Fourth Amendment”
means that certain Fourth Amendment to Credit Agreement dated as of April 22, 2014 among the parties thereto which amends this
Agreement.


 


“Fourth Amendment Effective
Date” means the first date on which the Fourth Amendment becomes effective in accordance with its terms.


 


“Non-Conforming Borrowing
Base” means an amount equal to $4,500,000, provided that any increase in the Conforming Borrowing Base prior to the
Non-Conforming Borrowing Base Termination Date shall reduce the Non-Conforming Borrowing Base on a dollar-for-dollar basis, unless
otherwise agreed among the Administrative Agent and the Required Lenders or all of the Lenders, as applicable.


 




    	 



    	 



    

  


“Non-Conforming Borrowing
Base Termination Date” means the earlier of (i) the date on which the next Scheduled Redetermination or Interim Redetermination
occurs or (ii) October 15, 2014, unless otherwise extended or postponed with the consent of the Administrative Agent and all of
the Lenders.


 


B.            Section
1.02. The following definitions in Section 1.02 of the Credit Agreement are amended and restated in their entirety as follows:


 


“Applicable
Margin” means, for any day, with respect to any ABR Loan or Eurodollar Loan, or with respect to the Commitment Fee
Rate, as the case may be, the rate per annum set forth in the Borrowing Base Utilization Grid below based upon the Borrowing Base
Utilization Percentage then in effect:


 








	Borrowing Base Utilization Grid
	Level	 	Borrowing Base
 Utilization Percentage	 	Eurodollar 

Loans	 	 	ABR
 Loans	 	 	Commitment

Fee Rate	 
	1	 	<25%	 	 	2.250	%	 	 	1.250	%	 	 	0.500	%
	2	 	>25% <50%	 	 	2.500	%	 	 	1.500	%	 	 	0.500	%
	3	 	>50% <75%	 	 	2.750	%	 	 	1.750	%	 	 	0.500	%
	4	 	>75%<90%	 	 	3.000	%	 	 	2.000	%	 	 	0.500	%
	5	 	>90%<100%	 	 	3.250	%	 	 	2.250	%	 	 	0.500	%
	6	 	>100%	 	 	3.750	%	 	 	2.750	%	 	 	0.500	%











 


“Borrowing
Base” means, (i) on the Fourth Amendment Effective Date, the amount provided for in Section 2.07(a), (ii) from and
after the Fourth Amendment Effective Date until the Non-Conforming Borrowing Base Termination Date, the sum of the Conforming Borrowing
Base and the Non-Conforming Borrowing Base and (iii) from and after the Non-Conforming Borrowing Base Termination Date, the amount
determined by the Administrative Agent and approved by the Required Lenders or all of the Lenders, as applicable, in accordance
with the provisions of Section 2.07 as the Borrowing Base; provided, however, that in no event shall the Borrowing Base ever exceed
the Maximum Credit Amount.


 


“Borrowing
Base Utilization Percentage” means, as of any day, the fraction expressed as a percentage, the numerator of which
is the sum of the Revolving Credit Exposures of the Lenders on such day, and the denominator of which is the Conforming Borrowing
Base in effect on such day.


 


“Parent
Guarantor” means Yuma Energy, Inc., a Delaware corporation (f/k/a The Yuma Companies, Inc., a Delaware corporation).


 


“Reserve
Definitions” means, at any time, the Definitions for Oil and Gas Reserves adapted from Petroleum Resources Management
Systems (SPE-PRMS) and approved by the Society of Petroleum Engineers, World Petroleum Council, American Association of Petroleum
Geologists and the Society of Petroleum Evaluation Engineers (or any of each entity’s generally recognized successor) as
in effect at such time and acceptable to the Administrative Agent. Such reserves may be adjusted from time to time by the Administrative
Agent based on its professional judgment of the well performance or the drilling additions.


 


C.            Section
2.07(a). Section 2.07(a) of the Credit Agreement is hereby amended in its entirety to read as follows:


 










    	FOURTH AMENDMENT TO CREDIT AGREEMENT – Page 2



    	 



    

  


“(a)          Initial
Borrowing Base. On the Fourth Amendment Effective Date, the Borrowing Base shall be an amount equal to $44,500,000, which shall
consist of the Conforming Borrowing Base in an amount equal to $40,000,000 and the Non-Conforming Borrowing Base in an amount equal
to $4,500,000, and which Borrowing Base shall remain in effect until the Conforming Borrowing Base (or the Borrowing Base) is redetermined
or the Non-Conforming Borrowing Base is reduced, in each case, in accordance with this Agreement.”


 


D.             Section
2.07(b). Section 2.07(b) of the Credit Agreement is hereby amended in its entirety to read as follows:


 


“(b)          Scheduled
and Interim Redeterminations. The Borrowing Base or the Conforming Borrowing Base, as applicable, shall be redetermined semi-annually
in accordance with this Section 2.07 (a “Scheduled Redetermination”), and, subject to Section 2.07(d),
such redetermined Borrowing Base shall become effective and applicable to the Borrower, the Agents, the Issuing Bank and the Lenders
on April 15th and October 15th of each year, commencing October 15, 2014. In addition, the Borrower may, by
notifying the Administrative Agent thereof, twice during any twelve month period, and the Administrative Agent may twice during
the twelve month period following the closing date and one time during any twelve month period thereafter, at the direction of
the Majority Lenders, by notifying the Borrower thereof, each elect to cause the Borrowing Base or Conforming Borrowing Base, as
applicable, to be redetermined between Scheduled Redeterminations (an “Interim Redetermination”) in accordance
with this Section 2.07. In addition, the Administrative Agent may, by notifying the Borrower thereof, elect to cause an
Interim Redetermination of the Borrowing Base or Conforming Borrowing Base, as applicable, any time a prepayment made by the Borrower
pursuant to Section 3.04(c)(iv) exceeds five percent (5%) of the Borrowing Base or Conforming Borrowing Base, as applicable,
then existing at the time of prepayment. The Borrowing Base or Conforming Borrowing Base, as applicable, will also be redetermined
or adjusted in accordance with the provisions of Section 8.13(c) or Section 9.12(d).”


 


E.            Section
2.07(c)(i). Section 2.07(c)(i) of the Credit Agreement is hereby amended by adding “or the Conforming Borrowing Base,
as applicable” in the eleventh line of Section 2.07(c)(i) following the words “Borrowing Base”.


 


F.            Section
2.07(c)(ii)(A). Section 2.07(c)(ii)(A) of the Credit Agreement is hereby amended by deleting the term “March 1st and
September 1st” and inserting in lieu thereof “April 15th and October 15th”.


 


G.            Section
2.07(c)(iii). Section 2.07(c)(iii) of the Credit Agreement is hereby amended in its entirety to read as follows:


 


“(iii)        Any
Proposed Borrowing Base that would increase the Borrowing Base or Conforming Borrowing Base, as applicable, then in effect must
be approved by all of the Lenders as provided in this Section 2.07(c)(iii); and any Proposed Borrowing Base that would decrease
or maintain the Borrowing Base or Conforming Borrowing Base, as applicable, then in effect must be approved or be deemed to have
been approved by the Required Lenders as provided in this Section 2.07(c)(iii). Upon receipt of the Proposed Borrowing Base
Notice, each Lender shall have fifteen (15) days to agree with the Proposed Borrowing Base or disagree with the Proposed Borrowing
Base by proposing an alternate Borrowing Base or Conforming Borrowing Base, as applicable,. If at the end of such fifteen (15)
days, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be
deemed to be an approval of the Proposed Borrowing Base in the case of a Proposed Borrowing Base that would decrease or maintain
the Borrowing Base or Conforming Borrowing Base, as applicable, then in effect (it being understood by the parties hereto that
if the Proposed Borrowing Base would increase the Borrowing Base or Conforming Borrowing Base, as applicable, written approval
of all Lenders is required). If, at the end of such 15-day period, all of the Lenders, in the case of a Proposed Borrowing Base
that would increase the Borrowing Base or Conforming Borrowing Base, as applicable, then in effect, or the Required Lenders, in
the case of a Proposed Borrowing Base that would decrease or maintain the Borrowing Base or Conforming Borrowing Base, as applicable,
then in effect, have approved or deemed to have approved, as aforesaid, then the Proposed Borrowing Base shall become the new Borrowing
Base or Conforming Borrowing Base, as applicable, effective on the date specified in Section 2.07(d). If, however, at the
end of such 15-day period, all of the Lenders or the Required Lenders, as applicable, have not approved or deemed to have approved,
as aforesaid, the Proposed Borrowing Base, then the Administrative Agent shall poll the Lenders to ascertain the highest Borrowing
Base or Conforming Borrowing Base, as applicable, then acceptable to all of the Lenders or the Required Lenders, as applicable,
and such amount shall become the new Borrowing Base or Conforming Borrowing Base, as applicable, effective on the date specified
in Section 2.07(d).”


 







    	FOURTH AMENDMENT TO CREDIT AGREEMENT – Page 3



    	 



    

  


H.            Section
2.07(d). Section 2.07(d) of the Credit Agreement of the Credit Agreement is hereby amended in its entirety to read as follows:


 


“(d)          Effectiveness
of a Redetermined Borrowing Base. After a redetermined Borrowing Base or Conforming Borrowing Base, as applicable, is approved
or is deemed to have been approved by all of the Lenders or the Required Lenders, as applicable, pursuant to Section 2.07(c)(iii),
the Administrative Agent shall notify the Borrower and the Lenders of the amount of the redetermined Borrowing Base or Conforming
Borrowing Base, as applicable, (the “New Borrowing Base Notice”), and such amount shall become the new Borrowing
Base or Conforming Borrowing Base, as applicable, effective and applicable to the Borrower, the Administrative Agent, the Issuing
Bank and the Lenders:


 


(i)          in
the case of a Scheduled Redetermination, (A) if the Administrative Agent shall have received the Engineering Reports required
to be delivered by the Borrower pursuant to Section 8.12(a) and (c) in a timely and complete manner, then on
April 15th or October 15th, as applicable, following such notice, or (B) if the Administrative Agent shall not have
received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.12(a) and (c)
in a timely and complete manner, then on the Business Day next succeeding delivery of such notice; and 


 


(ii)         in
the case of an Interim Redetermination, on the Business Day next following delivery of such notice.


 


Such amount shall then become the Borrowing
Base or Conforming Borrowing Base, as applicable, until the next Scheduled Redetermination Date, the next Interim Redetermination
Date or the next adjustment to the Borrowing Base or Conforming Borrowing Base, as applicable, under Section 8.13(c)
or Section 9.12, whichever occurs first.


 


I.            Section
2.07(e)(i). Section 2.07(e)(i) of the Credit Agreement is hereby amended by adding “or the Conforming Borrowing Base,
as applicable” in each of the third and ninth lines of Section 2.07(e)(i) following the words “Borrowing Base”.


 


J.            Section
2.07(e)(ii). Section 2.07(e)(ii) of the Credit Agreement is hereby amended by adding “or the Conforming Borrowing Base,
as applicable” in each of the second and third lines of Section 2.07(e)(ii) following the words “Borrowing Base”.


 


K.          Section
2.07(e)(iii). Section 2.07(e)(iii) of the Credit Agreement is hereby amended by adding “or the Conforming Borrowing Base,
as applicable” following the words “Borrowing Base”.


 


L.            Section
2.07(e)(iv). Section 2.07(e)(iv) of the Credit Agreement is hereby amended by adding “or the Conforming Borrowing Base,
as applicable” following the words “Borrowing Base”.


 


M.Section
8.01(a). Section 8.01(a) of the Credit Agreement is hereby amended in its entirety to read as follows:


 







    	FOURTH AMENDMENT TO CREDIT AGREEMENT – Page 4



    	 



    

  


“(a)          Annual
Financial Statements. As soon as available, but in any event not later than 120 days after the end of each fiscal year of the
Parent Guarantor, its audited consolidated and consolidating balance sheets (with the Borrower as a discrete segment), the related
statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case
in comparative form the figures for the previous fiscal year of both the Borrower and the Parent Guarantor, all reported on by
Pierson & Pierson or other independent public accountants of recognized national standing (without a “going concern”
or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that
such consolidated financial statements present fairly in all material respects the financial condition and results of operations
of the Borrower, its Consolidated Subsidiaries and the Parent Guarantor on a consolidated and consolidating basis in accordance
with GAAP consistently applied.”


 


N.             Section
8.01(b). Section 8.01(b) of the Credit Agreement is hereby amended in its entirety to read as follows:


 


“(b)          Quarterly
Financial Statements. As soon as available, but in any event not later than 60 days after the end of each of the first three
fiscal quarters of each fiscal year of the Parent Guarantor (beginning with the second quarter of 2014), its consolidated and consolidating
balance sheets (with the Borrower as a discrete segment), the related statements of operations, stockholders’ equity and
cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each
case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the
end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects
the financial condition and results of operations of the Borrower, its Consolidated Subsidiaries and the Parent Guarantor on a
consolidated and consolidating basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments
and the absence of footnotes.”


 


O.             Section
8.01(d). Section 8.01(d) of the Credit Agreement is hereby amended in its entirety to read as follows:


 


“(d)          [Reserved].”


 


P.             Section
8.01(k). Section 8.01(k) of the Credit Agreement is hereby amended in its entirety to read as follows:


 


“(k)          [Reserved].”


 


Q.             Section
8.01(o). Section 8.01(o) of the Credit Agreement is hereby amended in its entirety to read as follows:


 


“(o)          Production
Reports and Lease Operating Statements. Within 60 days after the end of each of the first three fiscal quarters of each fiscal
year, a report setting forth, for each calendar month during the then current fiscal year to date, (i) the volume of production
and sales attributable to production (and the prices at which such sales were made and the revenues derived from such sales) for
each such calendar month from the Oil and Gas Properties, individually and in the aggregate, and (ii) the related ad valorem, severance
and production taxes and lease operating expenses attributable thereto and incurred for each such calendar month.”


 


R.            Section
8.01(p). Section 8.01(p) of the Credit Agreement is hereby amended in its entirety to read as follows:


 


“(p)           [Reserved].”


 


S.            Section
8.01(t). Section 8.01(t) of the Credit Agreement is hereby amended in its entirety to read as follows:


 







    	FOURTH AMENDMENT TO CREDIT AGREEMENT – Page 5



    	 



    

  


“(t)          [Reserved].”


 


T.            Section
8.12. Section 8.12 of the Credit Agreement is hereby amended in its entirety to read as follows:


 


“Section 8.12.         Reserve
Reports.


 


(a)          On
or before February 28th and August 31st of each year, commencing August 31, 2014, the Borrower shall furnish to the Administrative
Agent and the Lenders a Reserve Report evaluating the Oil and Gas Properties of the Borrower and its Subsidiaries with an “as
of” date acceptable to the Administrative Agent. The Reserve Report to be delivered by February 28th of each year shall
be prepared by one or more Approved Petroleum Engineers, and the Reserve Report to be delivered by August 31st of each year
shall be prepared by or under the supervision of the chief engineer or chief operating officer of the Borrower who shall certify
such Reserve Report to be true and accurate and to have been prepared in accordance with the procedures used in the immediately
preceding Reserve Report.


 


(b)          In
the event of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report
prepared by or under the supervision of the chief engineer or chief operating officer of the Borrower who shall certify such Reserve
Report to be true and accurate and to have been prepared in accordance with the procedures used in the immediately preceding February 28th
Reserve Report. For any Interim Redetermination requested by the Administrative Agent or the Borrower pursuant to Section 2.07(b),
the Borrower shall provide such Reserve Report with an "as of" date as required by the Administrative Agent as soon as
possible, but in any event no later than thirty (30) days following the receipt of such request.


 


(c)          With
the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate from
a Responsible Officer certifying that: (i) the information contained in the Reserve Report and any other information delivered
in connection therewith is true and correct in all material respects, (ii) the Borrower or its Subsidiaries own good and defensible
title to the Oil and Gas Properties evaluated in such Reserve Report and such Properties are free of all Liens except for Liens
permitted by Section 9.03, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no Material Gas
Imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.19 with respect to its Oil and Gas
Properties evaluated in such Reserve Report which would require the Borrower or any Subsidiary to deliver Hydrocarbons either generally
or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor and
(iv) none of their Oil and Gas Properties have been sold since the date of the last Borrowing Base determination except as set
forth on an exhibit to the certificate, which certificate shall list all of its Oil and Gas Properties sold and in such detail
as required by the Administrative Agent.”


 


U.            Section
8.13(c). Section 8.13(c) of the Credit Agreement is hereby amended by adding “or the Conforming Borrowing Base, as applicable”
following each occurrence of the words “Borrowing Base”.


 


V.            Section
9.12. Section 9.12 of the Credit Agreement is hereby amended by adding “or the Conforming Borrowing Base, as applicable”
in the fourteenth, fifteenth and sixteenth lines of Section 9.12 following the words “Borrowing Base”.


 


W.           Section
12.02(b). Section 12.02(b) of the Credit Agreement is hereby amended by adding “, the Conforming Borrowing Base or the Non-Conforming
Borrowing Base” in the sixth line of Section 12.02(b) following the words “Borrowing Base” and adding “or
the Conforming Borrowing Base” in the seventh line of Section 12.02(b) following the words “Borrowing Base”.


 







    	FOURTH AMENDMENT TO CREDIT AGREEMENT – Page 6



    	 



    

  


3.          Redetermination
of the Borrowing Base.         Effective as of the Effective Date, until
the next redetermination of the Borrowing Base in accordance with the provisions of Section 2.07 of the Credit Agreement on
August 1, 2014 or such earlier date in accordance with the provisions of Section 2.07, which the Borrower has notified the Administrative
Agent that it has elected such date to be the date of an Interim Redetermination in accordance with Section 2.07(b) of the Credit
Agreement, the Conforming Borrowing Base shall remain at $40,000,000 and the Non-Conforming Borrowing Base shall be established
at $4,500,000. Both the Borrower, on the one hand, and the Administrative Agent and the Lenders, on the other hand, agree that
the redetermination of the Conforming Borrowing Base pursuant to this Section 3 shall constitute the March 1, 2014 Scheduled Redetermination
of the Borrowing Base and not an Interim Redetermination of the Borrowing Base pursuant to Section 2.07(b) of the Credit Agreement.


 


4.          Conditions
Precedent. The obligations and agreements of the Lenders as set forth in this Amendment are subject to the satisfaction (in
the opinion of Administrative Agent), unless waived in writing by Administrative Agent, of each of the following conditions (and
upon such satisfaction, this Amendment shall be deemed to be effective as of the Effective Date):


 


A.            Fourth
Amendment to Credit Agreement. The Administrative Agent shall have received multiple original counterparts, as requested by
the Administrative Agent, of this Amendment duly and validly executed and delivered by duly authorized officers of the Borrower,
the Guarantor, the Administrative Agent and each Lender.


 


B.            Fees
and Expenses. The Administrative Agent shall have received (a) payment of all out-of-pocket fees and expenses (including reasonable
attorneys’ fees and expenses) incurred by the Administrative Agent in connection with the preparation, negotiation and execution
of this Amendment and the other documents in connection herewith, (b) all fees due and payable under the Credit Agreement and under
any separate fee agreement entered into by the parties pursuant to the Credit Agreement and (c) an upfront fee in the amount equal
to 0.45% of the Non-Conforming Borrowing Base in effect on the Effective Date for the ratable benefit of each Lender. 


 


C.            Representations
and Warranties; No Defaults. The Borrower shall have confirmed and acknowledged to the Administrative Agent and the Lenders,
and by its execution and delivery of this Amendment, the Borrower does hereby confirm and acknowledge to the Administrative Agent
and the Lenders, that (i) all representations and warranties contained herein or in the other Loan Documents or otherwise made
in writing in connection herewith or therewith shall be true and correct with the same force and effect as though such representations
and warranties have been made on and as of the Effective Date and (ii) no Default or Event of Default exists under the Credit
Agreement or any of the other Loan Documents. 


 


5.          Certain
Representations. Borrower represents and warrants that, as of the Effective Date: (a) Borrower has full power and authority
to execute this Amendment and the other documents executed in connection herewith and this Amendment and such other documents constitute
the legal, valid and binding obligation of Borrower enforceable in accordance with their terms, except as enforceability may be
limited by general principles of equity and applicable bankruptcy, insolvency, reorganization, moratorium, and other similar laws
affecting the enforcement of creditors’ rights generally; and (b) no authorization, approval, consent or other action
by, notice to, or filing with, any governmental authority or other person is required for the execution, delivery and performance
by Borrower thereof. In addition, Borrower represents that after giving effect to this Amendment all representations and warranties
contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the Effective
Date as if made on and as of such date except to the extent that any such representation or warranty expressly relates solely to
an earlier date, in which case such representation or warranty is true and correct in all material respects as of such earlier
date.


 


6.          No
Further Amendments. Except as amended hereby, the Credit Agreement shall remain unchanged and all provisions shall remain fully
effective between the parties.


 







    	FOURTH AMENDMENT TO CREDIT AGREEMENT – Page 7



    	 



    

  


7.          Acknowledgments
and Agreements. Borrower acknowledges that on the date hereof all outstanding Indebtedness is payable in accordance with its
terms, and Borrower waives any defense, offset, counterclaim or recoupment with respect thereto. Borrower, Administrative Agent
and each Lender do hereby adopt, ratify and confirm the Credit Agreement, as amended hereby, and acknowledge and agree that the
Credit Agreement, as amended hereby, is and remains in full force and effect. Borrower acknowledges and agrees that its liabilities
and obligations under the Credit Agreement, as amended hereby, and under the Loan Documents, are not impaired in any respect by
this Amendment. Any breach of any representations, warranties and covenants under this Amendment shall be an Event of Default under
the Credit Agreement.


 


8.          Limitation
on Agreements. The modifications set forth herein are limited precisely as written and shall not be deemed (a) to be a
consent under or a waiver of or an amendment to any other term or condition in the Credit Agreement or any of the Loan Documents
(other than the waiver of the Specified Default), or (b) to prejudice any right or rights which Administrative Agent now has
or may have in the future under or in connection with the Credit Agreement and the Loan Documents, each as amended hereby, or any
of the other documents referred to herein or therein. This Amendment shall constitute a Loan Document for all purposes. 


 


9.          Confirmation
of Security. Borrower hereby confirms and agrees that all of the Security Instruments, as may be amended in accordance herewith,
which presently secure the Indebtedness shall continue to secure, in the same manner and to the same extent provided therein, the
payment and performance of the Indebtedness as described in the Credit Agreement as modified by this Amendment.


 


10.         Counterparts.
This Amendment may be executed in any number of counterparts, each of which when executed and delivered shall be deemed an original,
but all of which constitute one instrument. In making proof of this Amendment, it shall not be necessary to produce or account
for more than one counterpart thereof signed by each of the parties hereto.


 


11.         Incorporation
of Certain Provisions by Reference. The provisions of Section 12.09 of the Credit Agreement captioned “Governing Law;
Jurisdiction; Consent to Service of Process” are incorporated herein by reference for all purposes.


 


12.         Entirety,
Etc. This Amendment, the Expenses and Indemnity Letter and all of the other Loan Documents embody the entire agreement between
the parties. THIS AMENDMENT, THE EXPENSES AND INDEMNITY LETTER AND ALL OF THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT
AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.


 


[The rest of this page is intentionally
left blank; the signature pages follow.]


 







    	FOURTH AMENDMENT TO CREDIT AGREEMENT – Page 8



    	 



    




 


IN WITNESS WHEREOF, the parties hereto have
executed this Amendment to be effective as of the date and year first above written.


 


	 	BORROWER
	 	 
	 	YUMA EXPLORATION AND PRODUCTION COMPANY, INC.
	 	 
	 	By:	/s/ Kirk Sprunger
	 	 	Kirk Sprunger, Secretary and Treasurer


  




    	Signature Page to Fourth Amendment



    	 



    

  


	ADMINISTRATIVE AGENT, ISSUING BANK	 
	AND LENDER:	 
	 	 
	SOCIÉTÉ GÉNÉRALE	 
	 	 
	By:	/s/ Elena Robciuc	 
	Name:	Elena Robciuc	 
	Title:	Managing Director	 


  




    	Signature Page to Fourth Amendment



    	 



    

  


	LENDER:	 
	 	 
	ONEWEST BANK, FSB	 
	 	 
	By:	/s/ Whitney Randolph	 
	Name:	Whitney Randolph	 
	Title:	Senior Vice President	 


  




    	Signature Page to Fourth Amendment



    	 



    

  


	LENDER:	 
	 	 
	VIEWPOINT BANK, N.A.	 
	 	 
	By:	/s/ William K. Maberry	 
	Name:	William K. Maberry  	 
	Title:	Vice President	 


  




    	Signature Page to Fourth Amendment



    	 



    

  


	 	THE GUARANTOR HEREBY CONSENTS TO THE EXECUTION, DELIVERY AND PERFORMANCE OF THE TERMS OF THIS AMENDMENT BY THE BORROWER.
	 	 
	 	YUMA ENERGY, INC.
	 	 	 
	 	By:	/s/ Kirk Sprunger
	 	 	Kirk Sprunger, Secretary and Treasurer


  






    	Signature Page to Fourth Amendment