Common use of Representations and Warranties of the Stockholders Clause in Contracts

Representations and Warranties of the Stockholders. Each of the Stockholders hereby represents and warrants to ▇▇▇▇▇, severally and not jointly, as follows: (a) Such Stockholder is the beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and unless otherwise indicated, the record owner of the shares of Yuma Common Stock and Yuma Preferred Stock (as may be adjusted from time to time pursuant to Section 5 hereof, the “Shares”) set forth opposite such Stockholder’s name on Schedule A to this Agreement and such Shares represent all of the shares of Yuma Common Stock and Yuma Preferred Stock beneficially owned by such Stockholder as of the date hereof. For purposes of this Agreement, the term “Shares” shall include any shares of Yuma Common Stock and Yuma Preferred Stock issuable to such Stockholder upon exercise or conversion of any existing right, contract, option, or warrant to purchase, or securities convertible into or exchangeable for, Yuma Common Stock or Yuma Preferred Stock, as the case may be (“Stockholder Rights”) that are currently exercisable or convertible or become exercisable or convertible and any other shares of Yuma Common Stock or Yuma Preferred Stock such Stockholder may acquire or beneficially own during the term of this Agreement. (b) Such Stockholder has all requisite organizational power and authority and, if an individual, the legal capacity, to execute and deliver this Agreement and to perform its obligations contemplated hereby. This Agreement has been validly executed and delivered by such Stockholder and, assuming that this Agreement constitutes the legal, valid and binding obligation of ▇▇▇▇▇ and the other parties hereto, constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies). (c) The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, (i) if such Stockholder is a corporation or limited liability company, conflict with the certificate or articles of incorporation, certificate of formation or limited liability company agreement or bylaws, or similar organizational documents of such Stockholder as presently in effect (in the case of a Stockholder that is a legal entity), (ii) conflict with or violate any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such Stockholder or by which it is bound or affected, (iii)(A) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, (B) give to any other person any rights of termination, amendment, acceleration or cancellation of, or (C) result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever upon any of the properties or assets of the Stockholder under, any agreement, contract, indenture, note or instrument to which such Stockholder is a party or by which it is bound or affected, except for such breaches, defaults or other occurrences that would not prevent or materially delay the performance by such Stockholder of any of such Stockholder’s obligations under this Agreement, or (iv) except for applicable requirements, if any, of the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”), the New York Stock Exchange Market (the “NYSE”) or the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), require any filing by such Stockholder with, or any permit, authorization, consent or approval of, any governmental or regulatory authority, except where the failure to make such filing or obtain such permit, authorization, consent or approval would not prevent or materially delay the performance by the Stockholder of any of such Stockholder’s obligations under this Agreement. (d) The Shares and the certificates representing the Shares owned by such Stockholder are now and at all times during the term hereof will be held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all pledges, liens, charges, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except for any such encumbrances or proxies arising hereunder or under applicable federal and state securities laws or under the agreements set forth on Schedule B hereto. Such Stockholder owns of record or beneficially no shares of Yuma Common Stock or Yuma Preferred Stock other than such Stockholder’s Shares as set forth on Exhibit B. (e) As of the date hereof, neither such Stockholder, nor any of its respective properties or assets is subject to any order, writ, judgment, injunction, decree, determination or award that would prevent or delay the consummation of the transactions contemplated hereby. (f) Such Stockholder understands and acknowledges that ▇▇▇▇▇ is entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement.

Representations and Warranties of the Stockholders. Each of the Stockholders hereby represents and warrants to ▇▇▇▇▇the Company, severally and not jointly, as follows: (a) Such Stockholder is the record and beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and unless otherwise indicated, the record owner of the shares of Yuma Parent Common Stock and Yuma Preferred Stock (as may be adjusted from time to time pursuant to Section 5 hereof, the “Shares”) set forth opposite such Stockholder’s name on Schedule A to this Agreement and such Shares represent all of the shares of Yuma Common Stock and Yuma Preferred Stock Shares beneficially owned (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) by such Stockholder as of the date hereofStockholder. For purposes of this Agreement, the term “Shares” shall include any shares of Yuma Parent Common Stock and Yuma Preferred Stock issuable to such Stockholder upon exercise or conversion of any existing right, contract, option, or warrant to purchase, or securities convertible into or exchangeable for, Yuma Parent Common Stock or Yuma Preferred Stock, as the case may be (“Stockholder Rights”) that are currently exercisable or convertible or become exercisable or convertible and any other shares of Yuma Parent Common Stock or Yuma Preferred Stock such Stockholder may acquire or beneficially own during the term of this Agreement. Schedule A lists all Stockholder Rights held by such Stockholder. (b) Such Stockholder has all requisite organizational power and authority and, if an individual, the legal capacity, to execute and deliver this Agreement and to perform its obligations consummate the transactions contemplated hereby. This Agreement has been validly executed and delivered by such Stockholder and, assuming that this Agreement constitutes the legal, valid and binding obligation of ▇▇▇▇▇ and the other parties hereto, constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies). (c) The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, (i) if such Stockholder is a corporation or limited liability company, conflict with the certificate Certificate of Incorporation or articles of incorporation, certificate of formation or limited liability company agreement or bylaws, By-laws or similar organizational documents of such Stockholder as presently in effect (in the case of a Stockholder that is a legal entity), (ii) conflict with or violate any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such Stockholder or by which it is bound or affected, (iii)(A) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, (B) give to any other person any rights of termination, amendment, acceleration or cancellation of, or (C) result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever upon any of the properties or assets of the Stockholder under, any agreement, contract, indenture, note or instrument to which such Stockholder is a party or by which it is bound or affected, except for such breaches, defaults or other occurrences that would not prevent or materially delay the performance by such Stockholder of any of such Stockholder’s obligations under this Agreement, or (iv) except for applicable requirements, if any, of the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”), the New York Stock Exchange Market (the “NYSE”) or the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), require any filing by such Stockholder with, or any permit, authorization, consent or approval of, any governmental or regulatory authority, except where the failure to make such filing or obtain such permit, authorization, consent or approval would not prevent or materially delay the performance by the Stockholder of any of such Stockholder’s obligations under this Agreement. (d) The Shares and the certificates representing the Shares owned by such Stockholder are now and at all times during the term hereof will be held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all pledges, liens, charges, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except for any such encumbrances or proxies arising hereunder or under applicable federal and state securities laws or under the agreements set forth on Schedule B hereto. Such Stockholder owns of record or beneficially no shares of Yuma Parent Common Stock or Yuma Preferred Stock other than such Stockholder’s Shares as set forth on Exhibit B.Shares. (e) As of the date hereof, neither such Stockholder, nor any of its respective properties or assets is subject to any order, writ, judgment, injunction, decree, determination or award that would prevent or delay the consummation of the transactions contemplated hereby. (f) Such Stockholder understands and acknowledges that ▇▇▇▇▇ the Company is entering into the Merger Agreement in reliance upon such the Stockholder’s execution and delivery of this Agreement.

Representations and Warranties of the Stockholders. Each of the Stockholders Stockholder hereby represents and warrants to ▇▇▇▇▇Parent, severally and not jointly, as followsset forth below: (a) Such Stockholder is the record and beneficial owner (within the meaning of as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and unless otherwise indicated, the record owner of the shares of Yuma Common Stock and/or Series B Preferred Stock set forth opposite his or its name on Schedule 1 to this Agreement (such shares of Common Stock and/or Series B Preferred Stock, together with any Common Stock and Yuma Series B Preferred Stock (acquired by the Stockholder after the date of this Agreement, whether Shares acquired by way of exercise of Company Options, Company Warrants or other rights to purchase Common Stock or Series B Preferred Stock or by way of dividend, distribution, exchange, merger, consolidation, grant of proxy or otherwise, but excluding shares owned by other Stockholders, all as may be adjusted from time to time pursuant to Section 5 6 hereof, the “Shares”) "SHARES"). Schedule 1 to this Agreement lists separately all Company Options and Company Warrants issued to such Stockholder. Such Stockholder is the record and beneficial owner of the Company Options and Company Warrants set forth opposite such Stockholder’s 's name on Schedule A 1 to this Agreement and such Shares represent all of the shares of Yuma Common Stock and Yuma Preferred Stock beneficially owned by such Stockholder as of the date hereof. For purposes of this Agreement, the term “Shares” shall include any shares of Yuma Common Stock and Yuma Preferred Stock issuable to such Stockholder upon exercise or conversion of any existing right, contract, option, or warrant to purchase, or securities convertible into or exchangeable for, Yuma Common Stock or Yuma Preferred Stock, as the case may be (“Stockholder Rights”) that are currently exercisable or convertible or become exercisable or convertible and any other shares of Yuma Common Stock or Yuma Preferred Stock such Stockholder may acquire or beneficially own during the term of this Agreement. (b) Such Stockholder has voting power, power of disposition, power of conversion (in respect of the Series B Preferred Stock) and power to agree to all requisite organizational power of the matters regarding such Stockholder set forth in this Agreement, in each case with respect to all of the Shares, with no limitations, qualifications or restrictions on such right. Such Stockholder is not the record or beneficial owner of any securities of the Company on the date hereof other than the Shares and authority and, if an individual, the Company Options and Company Warrants set forth on Schedule 1. (c) Such Stockholder has the legal capacity, capacity to execute and deliver this Agreement and to perform its obligations consummate the transactions contemplated hereby. hereby regarding such Stockholder. (d) This Agreement has been validly executed and delivered by such Stockholder and, assuming that this Agreement constitutes the legaldue and valid authorization, valid execution and binding obligation of ▇▇▇▇▇ delivery thereof by Parent and the other parties heretoPurchaser, constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms terms, except (except insofar i) as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar and other laws of general application affecting enforcement of creditors’ ' rights generally, or by principles governing and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable remedies)relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. (ce) The Neither the execution and delivery of this Agreement by such Stockholder does not, and nor the performance consummation of this Agreement by such Stockholder the transactions contemplated hereby will not, (i) if such Stockholder is result in a corporation or limited liability company, conflict with the certificate or articles of incorporation, certificate of formation or limited liability company agreement or bylawsviolation of, or similar organizational documents of such Stockholder as presently in effect constitute (in the case of a Stockholder that is a legal entity), (ii) conflict with or violate any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such Stockholder or by which it is bound or affected, (iii)(A) result in any breach of or constitute a default (or an event that with without due notice or lapse of time or both would become both) a default) default under, (B) or conflict with, or give rise to any other person any rights right of termination, amendmentcancellation or acceleration under any contract, acceleration or cancellation oftrust, note, bond, mortgage, indenture, license, agreement, or (C) result in the creation of any pledge, claim, lien, charge, encumbrance material contractual restriction or security interest obligation of any kind or nature whatsoever upon any of the properties or assets of the Stockholder under, any agreement, contract, indenture, note or instrument to which such Stockholder is a party or by which it is bound such Stockholder or affectedhis or its Shares are bound, except for such breacheswhich singularly or in the aggregate, defaults or other occurrences that would not prevent or materially delay adversely effect the performance by ability of such Stockholder of any of such Stockholder’s to perform his or its obligations under this Agreement. The consummation of the transactions contemplated hereby will not violate, or (iv) except for applicable requirements, if any, of the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”), the New York Stock Exchange Market (the “NYSE”) or the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), require any filing by consent, approval or notice (except those required under applicable securities laws) under, any provision of any judgment, order, injunction, decree, statute, law, rule or regulation applicable to such Stockholder withwhich, singularly or any permitin the aggregate, authorization, consent or approval of, any governmental or regulatory authority, except where the failure to make such filing or obtain such permit, authorization, consent or approval would not prevent or materially delay adversely effect the performance by the Stockholder of any ability of such Stockholder’s Stockholder to perform his or its obligations under this Agreement. (df) In the case of any Stockholder that is a corporation, limited partnership or limited liability company, such Stockholder is an entity duly organized and validly existing under the laws of the jurisdiction in which it is incorporated or constituted, and each such Stockholder has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby regarding such Stockholder, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement. (g) The Shares and the certificates representing the Shares owned by such Stockholder are now now, and at all times during the term hereof will be be, held by such Stockholder, Stockholder or by a nominee or custodian for the benefit of such Stockholder, free and clear of all pledges, liens, charges, claims, security interests, proxies, voting trusts or trusts, agreements, options, rights, understandings or arrangements or any other encumbrances whatsoeverwhatsoever on title, transfer or exercise of any rights of a Stockholder in respect of such Shares (collectively, "ENCUMBRANCES"), except for any such encumbrances or proxies Encumbrances arising hereunder, and the transfer of the Shares held by such Stockholders hereunder or under applicable federal will effectively vest in Purchaser valid and state securities laws or marketable title to such Shares, free and clear of any Encumbrances. (h) Each Stockholder whose Shares are subject to community property interests under the agreements set forth on Schedule B hereto. Such Stockholder owns laws of record or beneficially no shares any relevant jurisdiction has agreed to have executed and delivered to Parent such consents, waivers and approvals as are necessary for the execution of Yuma Common Stock or Yuma Preferred Stock other than such Stockholder’s Shares as set forth on Exhibit B. (e) As of this Agreement and the date hereof, neither such Stockholder, nor any of its respective properties or assets is subject to any order, writ, judgment, injunction, decree, determination or award that would prevent or delay the approval and consummation of the transactions contemplated herebyhereby regarding such Stockholder. (fi) Such Stockholder understands and acknowledges that ▇▇▇▇▇ is Parent and Purchaser are entering into the Merger Agreement in reliance upon such Stockholder’s 's execution and delivery of this Agreement.

Representations and Warranties of the Stockholders. Each of the Stockholders Stockholder hereby represents and warrants to ▇▇▇▇▇Parent, severally and not jointly, as followsset forth below: (a) Such Stockholder is the record and beneficial owner (within the meaning of as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and unless otherwise indicated, the record owner of the shares of Yuma Common Stock and/or Convertible Preferred Stock set forth opposite his or its name on Schedule 1 to this Agreement (such shares of Common Stock and/or Convertible Preferred Stock, together with any Common Stock and Yuma Convertible Preferred Stock (acquired by the Stockholder after the date of this Agreement, whether Shares acquired by way of exercise of Company Options, Company Warrants or other rights to purchase Common Stock or Convertible Preferred Stock or by way of dividend, distribution, exchange, merger, consolidation, grant of proxy or otherwise, but excluding shares owned by other Stockholders, all as may be adjusted from time to time pursuant to Section 5 6 hereof, the “Shares”) ). Schedule 1 to this Agreement lists separately all Company Options and Company Warrants issued to such Stockholder. Such Stockholder is the record and beneficial owner of the Company Options and Company Warrants set forth opposite such Stockholder’s name on Schedule A 1 to this Agreement and such Shares represent all of the shares of Yuma Common Stock and Yuma Preferred Stock beneficially owned by such Stockholder as of the date hereof. For purposes of this Agreement, the term “Shares” shall include any shares of Yuma Common Stock and Yuma Preferred Stock issuable to such Stockholder upon exercise or conversion of any existing right, contract, option, or warrant to purchase, or securities convertible into or exchangeable for, Yuma Common Stock or Yuma Preferred Stock, as the case may be (“Stockholder Rights”) that are currently exercisable or convertible or become exercisable or convertible and any other shares of Yuma Common Stock or Yuma Preferred Stock such Stockholder may acquire or beneficially own during the term of this Agreement. (b) Such Stockholder has voting power, power of disposition, power of conversion (in respect of the Convertible Preferred Stock) and power to agree to all requisite organizational power of the matters regarding such Stockholder set forth in this Agreement, in each case with respect to all of the Shares, with no limitations, qualifications or restrictions on such right. Such Stockholder is not the record or beneficial owner of any securities of the Company on the date hereof other than the Shares and authority and, if an individual, the Company Options and Company Warrants set forth on Schedule 1. (c) Such Stockholder has the legal capacity, capacity to execute and deliver this Agreement and to perform its obligations consummate the transactions contemplated hereby. hereby regarding such Stockholder. (d) This Agreement has been validly executed and delivered by such Stockholder and, assuming that this Agreement constitutes the legaldue and valid authorization, valid execution and binding obligation of ▇▇▇▇▇ delivery thereof by Parent and the other parties heretoPurchaser, constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms terms, except (except insofar i) as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar and other laws of general application affecting enforcement of creditors’ rights generally, or by principles governing and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable remedies)relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. (ce) The Neither the execution and delivery of this Agreement by such Stockholder does not, and nor the performance consummation of this Agreement by such Stockholder the transactions contemplated hereby will not, (i) if such Stockholder is result in a corporation or limited liability company, conflict with the certificate or articles of incorporation, certificate of formation or limited liability company agreement or bylawsviolation of, or similar organizational documents of such Stockholder as presently in effect constitute (in the case of a Stockholder that is a legal entity), (ii) conflict with or violate any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such Stockholder or by which it is bound or affected, (iii)(A) result in any breach of or constitute a default (or an event that with without due notice or lapse of time or both would become both) a default) default under, (B) or conflict with, or give rise to any other person any rights right of termination, amendmentcancellation or acceleration under any contract, acceleration or cancellation oftrust, note, bond, mortgage, indenture, license, agreement, or (C) result in the creation of any pledge, claim, lien, charge, encumbrance material contractual restriction or security interest obligation of any kind or nature whatsoever upon any of the properties or assets of the Stockholder under, any agreement, contract, indenture, note or instrument to which such Stockholder is a party or by which it is bound such Stockholder or affectedhis or its Shares are bound, except for such breacheswhich singularly or in the aggregate, defaults or other occurrences that would not prevent or materially delay adversely affect the performance by ability of such Stockholder of any of such Stockholder’s to perform his or its obligations under this Agreement. The consummation of the transactions contemplated hereby will not violate, or (iv) except for applicable requirements, if any, of the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”), the New York Stock Exchange Market (the “NYSE”) or the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), require any filing by consent, approval or notice (except those required under applicable securities laws) under, any provision of any judgment, order, injunction, decree, statute, law, rule or regulation applicable to such Stockholder withwhich, singularly or any permitin the aggregate, authorization, consent or approval of, any governmental or regulatory authority, except where the failure to make such filing or obtain such permit, authorization, consent or approval would not prevent or materially delay adversely affect the performance by the Stockholder of any ability of such Stockholder’s Stockholder to perform his or its obligations under this Agreement. (df) In the case of any Stockholder that is a corporation, limited partnership or limited liability company, such Stockholder is an entity duly organized and validly existing under the laws of the jurisdiction in which it is incorporated or constituted, and each such Stockholder has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby regarding such Stockholder, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement. (g) The Shares and the certificates representing the Shares owned by such Stockholder are now now, and at all times during the term hereof will be be, held by such Stockholder, Stockholder or by a nominee or custodian for the benefit of such Stockholder, free and clear of all pledges, liens, charges, claims, security interests, proxies, voting trusts or trusts, agreements, options, rights, understandings or arrangements or any other encumbrances whatsoeverwhatsoever on title, transfer or exercise of any rights of a Stockholder in respect of such Shares (collectively, “Encumbrances”), except for any such encumbrances or proxies Encumbrances arising hereunder, and the transfer of the Shares held by such Stockholders hereunder or under applicable federal will effectively vest in Purchaser valid and state securities laws or marketable title to such Shares, free and clear of any Encumbrances. (h) Each Stockholder whose Shares are subject to community property interests under the agreements set forth on Schedule B hereto. Such Stockholder owns laws of record or beneficially no shares any jurisdiction has agreed to have executed and delivered to Parent such consents, waivers and approvals as are necessary for the execution of Yuma Common Stock or Yuma Preferred Stock other than such Stockholder’s Shares as set forth on Exhibit B. (e) As of this Agreement and the date hereof, neither such Stockholder, nor any of its respective properties or assets is subject to any order, writ, judgment, injunction, decree, determination or award that would prevent or delay the approval and consummation of the transactions contemplated herebyhereby regarding such Stockholder. (fi) Such Stockholder understands and acknowledges that ▇▇▇▇▇ is Parent and Purchaser are entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement.

Representations and Warranties of the Stockholders. Each of the Stockholders Stockholder hereby represents and warrants to ▇▇▇▇▇, severally Parent and not jointly, Merger Sub as follows: (a) Such If such Stockholder is the beneficial owner an entity (within the meaning of Rule 13d-3 i) such Stockholder is duly organized, validly existing and in good standing under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and unless otherwise indicated, the record owner laws of the shares jurisdiction of Yuma Common Stock and Yuma Preferred Stock its organization, (as may be adjusted from time to time pursuant to Section 5 hereof, the “Shares”ii) set forth opposite such Stockholder’s name on Schedule A to this Agreement and such Shares represent all of the shares of Yuma Common Stock and Yuma Preferred Stock beneficially owned by such Stockholder as of the date hereof. For purposes of this Agreement, the term “Shares” shall include any shares of Yuma Common Stock and Yuma Preferred Stock issuable to such Stockholder upon exercise or conversion of any existing right, contract, option, or warrant to purchase, or securities convertible into or exchangeable for, Yuma Common Stock or Yuma Preferred Stock, as the case may be (“Stockholder Rights”) that are currently exercisable or convertible or become exercisable or convertible and any other shares of Yuma Common Stock or Yuma Preferred Stock such Stockholder may acquire or beneficially own during the term of this Agreement. (b) Such Stockholder has all requisite organizational necessary power and authority and, if an individual, the legal capacity, to execute and deliver this Agreement and Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, and (iii) the execution and delivery of this Agreement by such Stockholder and the consummation by such Stockholder of the transactions contemplated hereby have been duly and validly authorized by all necessary action, and no other proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. If such Stockholder is an individual, such Stockholder has all necessary capacity to execute and deliver this Agreement, to perform his obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been validly duly executed and delivered by such Stockholder and, assuming that this Agreement constitutes the legaldue authorization, valid execution and binding obligation of ▇▇▇▇▇ delivery by Parent and the other parties heretoMerger Sub, constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms (terms, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and other similar laws affecting creditors’ of general application that may affect the enforcement of rights generally, or of creditors and other obligees and by general principles governing the availability of equitable remedies)equity. (cb) The execution As of the date hereof and delivery of this Agreement by except as noted on Exhibit A hereto, such Stockholder does notowns of record and beneficially and has good, valid and the performance of this Agreement by such Stockholder will not, (i) if such Stockholder is a corporation or limited liability company, conflict with the certificate or articles of incorporation, certificate of formation or limited liability company agreement or bylaws, or similar organizational documents of such Stockholder as presently in effect (in the case of a Stockholder that is a legal entity), (ii) conflict with or violate any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such Stockholder or by which it is bound or affected, (iii)(A) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, (B) give to any other person any rights of termination, amendment, acceleration or cancellation of, or (C) result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever upon any of the properties or assets of the Stockholder under, any agreement, contract, indenture, note or instrument to which such Stockholder is a party or by which it is bound or affected, except for such breaches, defaults or other occurrences that would not prevent or materially delay the performance by such Stockholder of any of such Stockholder’s obligations under this Agreement, or (iv) except for applicable requirements, if any, of the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”), the New York Stock Exchange Market (the “NYSE”) or the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), require any filing by such Stockholder with, or any permit, authorization, consent or approval of, any governmental or regulatory authority, except where the failure to make such filing or obtain such permit, authorization, consent or approval would not prevent or materially delay the performance by the Stockholder of any of such Stockholder’s obligations under this Agreement. (d) The Shares and the certificates representing the Shares owned by such Stockholder are now and at all times during the term hereof will be held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholdermarketable title to, free and clear of all pledgesany encumbrance, liens, charges, claims, security interests, proxiesproxy, voting trusts restriction, limitation on disposition, adverse claim of ownership or agreementsuse or encumbrance of any kind, understandings or arrangements or any other encumbrances whatsoeverthan pursuant to this Agreement, except for any such encumbrances or proxies arising hereunder or under applicable federal and state securities laws or under has the agreements sole power to vote and full right, power and authority to sell, transfer and deliver, the number of Shares set forth on Schedule B hereto. Such Stockholder owns of record or beneficially no shares of Yuma Common Stock or Yuma Preferred Stock other than opposite such Stockholder’s Shares as set forth name on Exhibit B. (e) As of the date hereof, neither such Stockholder, nor any of its respective properties or assets is subject to any order, writ, judgment, injunction, decree, determination or award that would prevent or delay the consummation of the transactions contemplated hereby. (f) Such Stockholder understands and acknowledges that ▇▇▇▇▇ is entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement.A.

Representations and Warranties of the Stockholders. Each of the Stockholders Stockholder hereby represents and warrants to ▇▇▇▇▇, severally Parent and not jointly, Purchaser as follows: (a) Such Stockholder is the record and beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and unless otherwise indicated, the record owner of the shares of Yuma Common Stock and Yuma Preferred (together with any shares of Common Stock (as which such Stockholder may be adjusted from acquire at any time to time pursuant to Section 5 hereofon or after the date hereof during the term of this Agreement, the “Shares”) set forth opposite such Stockholder’s name on Schedule A I to this Agreement and such Shares represent Agreement. Schedule I lists separately all of the shares of Yuma options, warrants or other rights to purchase Common Stock and Yuma Preferred Stock beneficially owned by such issued to Stockholder as of the date hereof. For purposes of this Agreement, the term “Shares” shall include any shares of Yuma Common Stock and Yuma Preferred Stock issuable to such Stockholder upon exercise or conversion of any existing right, contract, option, or warrant to purchase, or securities convertible into or exchangeable for, Yuma Common Stock or Yuma Preferred Stock, as the case may be (“Stockholder RightsOptions”) that are currently exercisable or convertible or become exercisable or convertible and any other shares of Yuma Common Stock or Yuma Preferred Stock such Stockholder may acquire or beneficially own during the term of this Agreement). (b) Such Stockholder has all requisite organizational power and authority and, if an individual, the legal capacity, capacity to execute and deliver this Agreement and to perform its obligations consummate the transactions contemplated hereby. . (c) This Agreement has been validly executed and delivered by such Stockholder and, assuming that this Agreement and constitutes the legal, valid and binding obligation of ▇▇▇▇▇ and the other parties hereto, constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms terms, except (except insofar i) as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar and other laws of general application affecting enforcement of creditors’ rights generally, or by principles governing and (ii) that the availability of the remedy of specific performance or injunctive or other forms of equitable remedies)relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. (cd) The Neither the execution and delivery of this Agreement nor the consummation by such Stockholder does notof the transactions contemplated hereby will result in a violation of, and the performance or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of this Agreement by such Stockholder will not, (i) if such any kind to which Stockholder is a corporation party or limited liability company, conflict with by which Stockholder or Stockholder’s assets are bound. The consummation by Stockholder of the certificate or articles of incorporation, certificate of formation or limited liability company agreement or bylawstransactions contemplated hereby will not violate, or similar organizational documents require any consent, approval, or notice under, any provision of such Stockholder as presently in effect (in the case of a Stockholder that is a legal entity), (ii) conflict with or violate any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such Stockholder or by which it is bound or affected, (iii)(A) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, (B) give to any other person any rights of termination, amendment, acceleration or cancellation of, or (C) result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever upon any of the properties or assets of the Stockholder under, any agreement, contract, indenture, note or instrument to which such Stockholder is a party or by which it is bound or affected, except for such breaches, defaults or other occurrences that would not prevent or materially delay the performance by such Stockholder of any of such Stockholder’s obligations under this Agreement, or (iv) except for applicable requirements, if any, of the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”), the New York Stock Exchange Market (the “NYSE”) or the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), require any filing by such Stockholder with, or any permit, authorization, consent or approval of, any governmental or regulatory authority, except where the failure to make such filing or obtain such permit, authorization, consent or approval would not prevent or materially delay the performance by the Stockholder of any of such Stockholder’s obligations under this Agreement. (de) The Shares and the certificates representing the Shares owned by such Stockholder are now now, and at all times during the term hereof will be be, held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all pledges, liens, charges, claims, security interests, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances whatsoeverwhatsoever on title, transfer, or exercise of any rights of a stockholder in respect of such Shares, except for any such encumbrances or proxies arising hereunder or under applicable federal and state securities laws or under the agreements set forth on Schedule B hereto. Such Stockholder owns of record or beneficially no shares of Yuma Common Stock or Yuma Preferred Stock other than such Stockholder’s Shares as set forth on Exhibit B. (e) As of the date hereof, neither such Stockholder, nor any of its respective properties or assets is subject to any order, writ, judgment, injunction, decree, determination or award that would prevent or delay the consummation of the transactions contemplated hereby. (f) Such Stockholder understands and acknowledges that ▇▇▇▇▇ is entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of foregoing arising under this Agreement.

Representations and Warranties of the Stockholders. Each of the Stockholders hereby represents and warrants to ▇▇▇▇▇Parent and Merger Sub, severally and not jointly, as follows: (a) Such Stockholder is the record and beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and unless otherwise indicated, the record owner of the shares of Yuma Common Stock and Yuma Preferred Zhone Stock (as may be adjusted from time to time pursuant to Section 5 hereof, the “Shares”) set forth opposite such Stockholder’s name on Schedule A to this Agreement and such Shares represent all of the shares of Yuma Common Stock and Yuma Preferred Stock Shares beneficially owned (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) by such Stockholder as of the date hereofStockholder. For purposes of this Agreement, the term “Shares” shall include any shares of Yuma Zhone Common Stock and Yuma Preferred Stock issuable to such Stockholder upon exercise or conversion of any existing right, contract, option, or warrant to purchase, or securities convertible into or exchangeable for, Yuma Common Zhone Stock or Yuma Preferred Stock, as the case may be (“Stockholder Rights”) that are currently exercisable or convertible or become exercisable or convertible and any other shares of Yuma Common Stock or Yuma Preferred Zhone Stock such Stockholder may acquire or beneficially own during the term of this Agreement. Schedule A lists all Stockholder Rights held by such Stockholder. (b) Such Stockholder has all requisite organizational power and authority and, if an individual, the legal capacity, to execute and deliver this Agreement and to perform its obligations consummate the transactions contemplated hereby. This Agreement has been validly executed and delivered by such Stockholder and, assuming that this Agreement constitutes the legal, valid and binding obligation of ▇▇▇▇▇ and the other parties hereto, constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies). (c) The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, (i) if such Stockholder is a corporation or limited liability company, conflict with the certificate Certificate of Incorporation or articles of incorporation, certificate of formation or limited liability company agreement or bylaws, By-laws or similar organizational documents of such Stockholder as presently in effect (in the case of a Stockholder that is a legal entity), (ii) conflict with or violate any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such Stockholder or by which it is bound or affected, (iii)(Aiii) (A) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, (B) give to any other person any rights of termination, amendment, acceleration or cancellation of, or (C) result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever upon any of the properties or assets of the Stockholder under, any agreement, contract, indenture, note or instrument to which such Stockholder is a party or by which it is bound or affected, except for such breaches, defaults or other occurrences that would not prevent or materially delay the performance by such Stockholder of any of such Stockholder’s obligations under this Agreement, or (iv) except for applicable requirements, if any, of the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”), the New York Stock Exchange Market (the “NYSE”) or the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), require any filing by such Stockholder with, or any permit, authorization, consent or approval of, any governmental or regulatory authority, except where the failure to make such filing or obtain such permit, authorization, consent or approval would not prevent or materially delay the performance by the Stockholder of any of such Stockholder’s obligations under this Agreement. (d) The Shares and the certificates representing the Shares owned by such Stockholder are now and at all times during the term hereof will be held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all pledges, liens, charges, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except for any such encumbrances or proxies arising hereunder or hereunder, under applicable federal and state securities laws or under the agreements set forth on Schedule B hereto. Such Stockholder owns of record or beneficially no shares of Yuma Common Stock or Yuma Preferred Zhone Stock other than such Stockholder’s Shares as set forth on Exhibit B.Shares. (e) As of the date hereof, neither such Stockholder, nor any of its respective properties or assets is subject to any order, writ, judgment, injunction, decree, determination or award that would prevent or delay the consummation of the transactions contemplated hereby. (f) Such Stockholder understands and acknowledges that ▇▇▇▇▇ Parent is entering into into, and causing Merger Sub to enter into, the Merger Agreement in reliance upon such the Stockholder’s execution and delivery of this Agreement.

Representations and Warranties of the Stockholders. Each of the Stockholders Stockholder hereby represents and warrants to ▇▇▇▇▇Parent and Purchaser, severally and not jointly, and solely as to itself and its Covered Shares, as follows: (a) Such The Stockholder (i) is the beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934of, as amended (the “Exchange Act”)) and unless otherwise indicatedhas good and marketable title to, the record owner of the shares of Yuma Common Stock and Yuma Preferred Stock (as may be adjusted from time to time pursuant to Section 5 hereof, the “Shares”) Covered Shares set forth opposite such Stockholder’s name on Schedule A to this Agreement and such Shares represent all of the shares of Yuma Common Stock and Yuma Preferred Stock beneficially owned by such Stockholder as of the date hereof. For purposes of this Agreement, the term “Shares” shall include any shares of Yuma Common Stock and Yuma Preferred Stock issuable to such Stockholder upon exercise or conversion of any existing right, contract, option, or warrant to purchase, or securities convertible into or exchangeable for, Yuma Common Stock or Yuma Preferred Stock, as the case may be (“Stockholder Rights”) that are currently exercisable or convertible or become exercisable or convertible and any other shares of Yuma Common Stock or Yuma Preferred Stock such Stockholder may acquire or beneficially own during the term of this Agreement. (b) Such Stockholder has all requisite organizational power and authority and, if an individual, the legal capacity, to execute and deliver this Agreement and to perform its obligations contemplated hereby. This Agreement has been validly executed and delivered by such Stockholder and, assuming that this Agreement constitutes the legal, valid and binding obligation of ▇▇▇▇▇ and the other parties hereto, constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies). (c) The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, (i) if such Stockholder is a corporation or limited liability company, conflict with the certificate or articles of incorporation, certificate of formation or limited liability company agreement or bylaws, or similar organizational documents of such Stockholder as presently in effect (in the case of a Stockholder that is a legal entity), (ii) conflict with or violate any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such Stockholder or by which it is bound or affected, (iii)(A) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, (B) give to any other person any rights of termination, amendment, acceleration or cancellation of, or (C) result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever upon any of the properties or assets of the Stockholder under, any agreement, contract, indenture, note or instrument to which such Stockholder is a party or by which it is bound or affected, except for such breaches, defaults or other occurrences that would not prevent or materially delay the performance by such Stockholder of any of such Stockholder’s obligations under this Agreement, or (iv) except for applicable requirements, if any, of the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”), the New York Stock Exchange Market (the “NYSE”) or the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), require any filing by such Stockholder with, or any permit, authorization, consent or approval of, any governmental or regulatory authority, except where the failure to make such filing or obtain such permit, authorization, consent or approval would not prevent or materially delay the performance by the Stockholder of any of such Stockholder’s obligations under this Agreement. (d) The Shares and the certificates representing the Shares owned by such Stockholder are now and at all times during the term hereof will be held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of any and all pledges, liens, charges, claims, security interests, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances whatsoeverwhatsoever on title, transfer, or exercise of any rights of a stockholder in respect of such Covered Shares (collectively, “Encumbrances”) except for restrictions on transfer under the Securities Act of 1933, as amended, or Encumbrances arising hereunder; (ii) does not own, of record or beneficially, any shares of capital stock of the Company (or rights to acquire any such encumbrances or proxies arising hereunder or under applicable federal and state securities laws or under shares) other than the agreements Covered Shares set forth on Schedule B A hereto. Such Stockholder owns ; and (iii) has the right to vote and dispose of record or beneficially no shares and holds power to issue instructions with respect to the matters set forth in Sections 3, 4, 5 and 6 hereof, power to demand appraisal rights and power to agree to all of Yuma Common Stock or Yuma Preferred Stock other than the matters set forth in this Agreement with respect to all of such Stockholder’s Shares as set forth Covered Shares, with no material limitations, qualifications or restrictions on Exhibit B.such rights, subject to applicable federal securities law and the terms of this Agreement. (eb) As In the case of any Stockholder that is a corporation, limited partnership or limited liability company, such Stockholder is an entity duly organized, validly existing and in good standing under the laws of the date hereofjurisdiction in which it is incorporated or constituted. (c) The Stockholder has the legal capacity and all requisite power and authority to execute and deliver this Agreement and to perform the Stockholder’s obligations hereunder and consummate the transactions contemplated hereby. To the extent applicable, neither such Stockholderthe execution, nor any delivery and performance by the Stockholder of its respective properties or assets is subject to any order, writ, judgment, injunction, decree, determination or award that would prevent or delay this Agreement and the consummation by the Stockholder of the transactions contemplated hereby have been duly and validly authorized by the Stockholder (or its board of directors or similar governing body, as applicable), and no other actions or proceedings on the part of the Stockholder are necessary to authorize the execution and delivery by the Stockholder of this Agreement and the consummation by the Stockholder of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Stockholder and constitutes a valid and binding obligation of the Stockholder enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law). (fd) Such Stockholder understands and acknowledges that ▇▇▇▇▇ is entering into Neither the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this AgreementAgreement by the Stockholder, the performance by the Stockholder of such Stockholder’s obligations hereunder nor the consummation by the Stockholder of the transactions contemplated hereby will (i) result in a material violation or breach of, or constitute (with or without notice or lapse of time or both) a default under, or conflict with (A) to the extent applicable, any provisions of the organizational documents of the Stockholder or (B) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit or other instrument or obligation of any kind to which such Stockholder is a party or by which such Stockholder’s Covered Shares are bound, or (ii) violate, or require any consent, approval, or notice under, any provision of any judgment, order or decree or any federal, state, local or foreign statute, law, ordinance, rule, regulation, order, judgment, decree or legal requirement applicable to such Stockholder or any of such Stockholder’s Covered Shares (other than filings required pursuant to Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder).

Representations and Warranties of the Stockholders. Each of the Stockholders hereby represents represents, warrants and warrants covenants to ▇▇▇▇▇, severally and not jointly, the Company as follows: (a) Such Upon the issuance of the Shares to the Stockholder under the Purchase Agreement, the Stockholder shall be the sole legal and beneficial owner of such Shares which securities represent the only securities of the Company legally or beneficially owned by the Stockholder or that the Stockholder has voting power over. Except with respect to the Purchase Agreement, the Stockholder is not a party to any contract or agreement and owns no warrants, options or rights to purchase, subscribe for or otherwise acquire any securities of the Company. No person not a signatory to this Voting Agreement has a beneficial owner (within interest in or a right to acquire or vote any of the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and unless otherwise indicatedVoting Shares. Upon issuance, the record owner Shares and any Additional Shares will be, free and clear of any lien, charge, claim, security interest, proxy, power of attorney, encumbrance, voting trust or agreement, understanding or arrangement of whatever nature that would adversely affect, or be inconsistent or interfere with, the shares Stockholder’s ability to vote the Voting Shares in accordance with Section 3 above or the Stockholder’s ability to grant and the Proxy’s ability to exercise the irrevocable proxy and power of Yuma Common Stock and Yuma Preferred Stock (as may be adjusted from time to time attorney pursuant to Section 5 hereof4 above. The Stockholder has not granted, and prior to the “Shares”) set forth opposite such Stockholder’s name on Schedule A to this Agreement and such Shares represent all Expiration Date will not grant, any other proxy or voting rights in respect of the shares of Yuma Common Stock and Yuma Preferred Stock beneficially owned by such Stockholder as of the date hereof. For purposes of this Agreement, the term “Shares” shall include any shares of Yuma Common Stock and Yuma Preferred Stock issuable Voting Shares to such Stockholder upon exercise or conversion of any existing right, contract, option, or warrant to purchase, or securities convertible into or exchangeable for, Yuma Common Stock or Yuma Preferred Stock, as the case may be (“Stockholder Rights”) that are currently exercisable or convertible or become exercisable or convertible and any other shares of Yuma Common Stock or Yuma Preferred Stock such Stockholder may acquire or beneficially own during the term of this Agreementperson. (b) Such The Stockholder has all requisite organizational power power, capacity and authority and, if an individualto enter into and perform this Voting Agreement. If this Voting Agreement is being executed in a representative or fiduciary capacity, the legal capacityperson signing this Voting Agreement has full power, capacity and authority to execute enter into and deliver perform this Agreement and to perform its obligations contemplated herebyVoting Agreement. This Voting Agreement has been validly duly executed and delivered by such the Stockholder and, assuming that this Agreement and constitutes the legal, a valid and binding obligation of ▇▇▇▇▇ and the other parties hereto, constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such the Stockholder in accordance with its terms (except insofar as enforceability may be limited by terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and similar laws affecting creditors’ rights and remedies generally, or by and to general principles governing the availability of equitable remedies)equity. (c) The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, (i) if such Stockholder is a corporation or limited liability company, conflict with the certificate or articles of incorporation, certificate of formation or limited liability company agreement or bylaws, or similar organizational documents of such Stockholder as presently in effect (in the case of a Stockholder that is a legal entity), (ii) conflict with or violate any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such Stockholder or by which it is bound or affected, (iii)(A) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, (B) give to any other person any rights of termination, amendment, acceleration or cancellation of, or (C) result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever upon any of the properties or assets of the Stockholder under, any agreement, contract, indenture, note or instrument to which such Stockholder is a party or by which it is bound or affected, except for such breaches, defaults or other occurrences that would not prevent or materially delay the performance by such Stockholder of any of such Stockholder’s obligations under this Agreement, or (iv) except for applicable requirements, if any, of the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”), the New York Stock Exchange Market (the “NYSE”) or the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), require any filing by such Stockholder with, or any permit, authorization, consent or approval of, any governmental or regulatory authority, except where the failure to make such filing or obtain such permit, authorization, consent or approval would not prevent or materially delay the performance by the Stockholder of any of such Stockholder’s obligations under this Agreement. (d) The Shares and the certificates representing the Shares owned by such Stockholder are now and at all times during the term hereof will be held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all pledges, liens, charges, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except for any such encumbrances or proxies arising hereunder or under applicable federal and state securities laws or under the agreements set forth on Schedule B hereto. Such Stockholder owns of record or beneficially no shares of Yuma Common Stock or Yuma Preferred Stock other than such Stockholder’s Shares as set forth on Exhibit B. (e) As of the date hereof, neither such Stockholder, nor any of its respective properties or assets is subject to any order, writ, judgment, injunction, decree, determination or award that would prevent or delay the consummation of the transactions contemplated hereby. (f) Such Stockholder understands and acknowledges that ▇▇▇▇▇ is entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement.

Representations and Warranties of the Stockholders. Each of the Stockholders hereby represents and warrants to ▇▇▇▇▇, severally and not jointly, as followsParent that: (a) Such such Stockholder is the record and beneficial owner (within for purposes of this Agreement, such term shall have the meaning of set forth in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), but without regard to any conditions (including the passage of time) to the acquisition of beneficial ownership of such shares) of, and unless otherwise indicatedhas good and valid and marketable title to, the record owner of the shares of Yuma Common Stock and Yuma Preferred Stock (as may be adjusted from time to time pursuant to Section 5 hereof, the “Shares”) set forth opposite such Stockholder’s name on Schedule A to this Agreement Subject Shares free and such Shares represent clear of all of the shares of Yuma Common Stock and Yuma Preferred Stock beneficially owned by such Stockholder Encumbrances; (b) as of the date hereof. For purposes , such Stockholder is not the record or beneficial owner of this Agreement, the term “Shares” shall include any shares of Yuma Company Common Stock and Yuma Preferred Stock issuable to such Stockholder upon exercise or conversion of Stock, any existing right, contract, option, or warrant to purchase, or securities convertible into or exchangeable for, Yuma for any shares of Company Common Stock or Yuma Preferred Stockother voting securities or instruments of the Company, as the case may be other than such Stockholder’s Subject Shares; (“Stockholder Rights”c) that are currently exercisable or convertible or become exercisable or convertible and any other shares of Yuma Common Stock or Yuma Preferred Stock if such Stockholder may acquire or beneficially own during is a natural person, such Stockholder has all power and authority to execute this Agreement and to consummate the term of transactions contemplated by this Agreement.; (bd) Such if such Stockholder is other than a natural person, (i) such Stockholder (A) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and (B) has all requisite organizational power and authority and, if an individual, the legal capacity, to execute and deliver this Agreement and to perform its obligations consummate the transactions contemplated by this Agreement and (ii) the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite organizational action and no other organizational proceedings on the part of such Stockholder are necessary to authorize this Agreement or the consummation of the transactions contemplated hereby. This ; (e) this Agreement has been duly and validly executed and delivered by such Stockholder andStockholder, and assuming that this Agreement the due authorization, execution and delivery by Parent, constitutes the legal, a valid and binding obligation of ▇▇▇▇▇ and the other parties hereto, constitutes the legal, valid and binding obligation agreement of such Stockholder, Stockholder enforceable against such Stockholder in accordance with its terms (except insofar as enforceability may be limited by applicable terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar Laws of general applicability relating to or similar laws affecting creditors’ rights generally, and to general equity principles (regardless of whether such enforcement is considered in a proceeding at law or by principles governing the availability of equitable remediesin equity).; and (cf) The execution the execution, delivery and delivery timely performance by such Stockholder of this Agreement and the consummation by such Stockholder does not, of the transactions contemplated hereby do not and the performance of this Agreement by such Stockholder will not, shall not (i) if such Stockholder is a corporation or limited liability company, conflict with the certificate or articles of incorporation, certificate of formation or limited liability company agreement or bylaws, or similar organizational documents of such Stockholder as presently in effect (in the case of a Stockholder that is a legal entity), (ii) conflict with or violate any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such Stockholder or by which it is bound or affected, (iii)(A) result in any breach of or constitute a default (or an event that including with notice or lapse of time or both would become both): (i) require any consent, approval, order, authorization or permit of, or registration or filing with or notification to, any Governmental Authority or other party, except for the filing with the SEC of any Schedules 13D or 13G or amendments to Schedules 13D or 13G and filings under Section 16 (as applicable) of the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereby, (ii) if such Stockholder is other than a defaultnatural person, contravene or conflict with the certificate of incorporation or the bylaws or other organizational documents of such Stockholder, (iii) except as set forth on Schedule 3(f)(iii) hereto, result in any violation or the breach of, or constitute a default under, (B) or give rise to any other person any rights right of termination, amendment, cancellation or acceleration or cancellation ofany payments under, or (C) result in a loss of a benefit or in the creation or imposition of any pledgean Encumbrance under, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever upon any of the properties terms, conditions or assets provisions of the Stockholder underany note, any agreementlease, contractmortgage, indenture, note license, agreement or other instrument or obligation to which such Stockholder is a party or by which it is bound or affected, except for such breaches, defaults or other occurrences that would not prevent or materially delay the performance by such Stockholder of or any of such Stockholder’s obligations under this Agreement, assets is bound or (iv) except for applicable requirements, if any, violate the provisions of the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”), the New York Stock Exchange Market (the “NYSE”) or the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), require any filing by such Stockholder with, or any permit, authorization, consent or approval of, any governmental or regulatory authority, except where the failure to make such filing or obtain such permit, authorization, consent or approval would not prevent or materially delay the performance by the Stockholder of any of such Stockholder’s obligations under this Agreement. (d) The Shares and the certificates representing the Shares owned by such Stockholder are now and at all times during the term hereof will be held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all pledges, liens, charges, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except for any such encumbrances or proxies arising hereunder or under applicable federal and state securities laws or under the agreements set forth on Schedule B hereto. Such Stockholder owns of record or beneficially no shares of Yuma Common Stock or Yuma Preferred Stock other than such Stockholder’s Shares as set forth on Exhibit B. (e) As of the date hereof, neither such Stockholder, nor any of its respective properties or assets is subject to any order, writ, injunction, judgment, injunction, decree, determination statute, rule or award that regulation applicable to such Stockholder, except in the case of clauses (iii) and (iv) as would not, individually or in the aggregate, reasonably be expected to materially impair the ability of such Stockholder to perform its obligations under this Agreement or prevent or delay the consummation of the transactions contemplated hereby. (f) Such Stockholder understands and acknowledges that ▇▇▇▇▇ is entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of by this Agreement. Except where expressly stated to be given as of the date hereof only, the representations and warranties contained in this Agreement shall be made as of the date hereof and as of each date from the date hereof through and including the Expiration Date.

Representations and Warranties of the Stockholders. Each of the Stockholders Stockholder hereby represents and warrants to ▇▇▇▇▇Parent, severally severally, and not jointly, as followsto itself only as set forth below: (a) Such Stockholder is the record and beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and unless otherwise indicated, the record owner of the shares of Yuma Company Common Stock and Yuma Preferred set forth opposite his or its name on SCHEDULE 1 to this Agreement (such shares of Company Common Stock, together with any Company Common Stock (as may be adjusted from time to time pursuant to Section 5 hereofacquired by the Stockholder after the date of this Agreement, whether upon the exercise of Company Options or otherwise, the “Shares”) "SHARES"). SCHEDULE 1 lists separately all outstanding Company Options issued to such Stockholder. Such Stockholder is the record and beneficial owner of the Company Options set forth opposite such Stockholder’s 's name on Schedule A SCHEDULE 1 to this Agreement and such Shares represent all of the shares of Yuma Common Stock and Yuma Preferred Stock beneficially owned by such Stockholder as of the date hereof. For purposes of this Agreement, the term “Shares” shall include any shares of Yuma Common Stock and Yuma Preferred Stock issuable to such Stockholder upon exercise or conversion of any existing right, contract, option, or warrant to purchase, or securities convertible into or exchangeable for, Yuma Common Stock or Yuma Preferred Stock, as the case may be (“Stockholder Rights”) that are currently exercisable or convertible or become exercisable or convertible and any other shares of Yuma Common Stock or Yuma Preferred Stock such Stockholder may acquire or beneficially own during the term of this Agreement. (b) Such Stockholder has voting power, power of disposition, and power to agree to all requisite organizational power of the matters regarding such Stockholder set forth in this Agreement, in each case with respect to all of the Shares set forth opposite such Stockholders name on SCHEDULE 1. Such Stockholder is not the record or beneficial owner of any securities of the Company on the date hereof other than the Shares set forth on SCHEDULE 1 and authority andthe Company Options, if an individualany, specified in SCHEDULE 1. (c) Such Stockholder has the legal capacity, capacity to execute and deliver this Agreement and to perform its obligations consummate the transactions contemplated hereby. hereby regarding such Stockholder. (d) This Agreement has been validly executed and delivered by such Stockholder and, assuming that this Agreement constitutes the legal, valid and binding obligation of ▇▇▇▇▇ and the other parties hereto, constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms terms, except (except insofar i) as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar and other laws of general application affecting enforcement of creditors’ ' rights generally, or by principles governing and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable remedies)relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. (ce) The Neither the execution and delivery of this Agreement by nor the consummation of the transactions contemplated hereby will result in a violation of, or a default under, or conflict with, any material contract, trust, or agreement, or restriction of any kind to which such Stockholder does not, and is a party or by which such Stockholder or his Shares are bound. The consummation of the performance of this Agreement transactions contemplated hereby by such Stockholder will not, (i) if such Stockholder is a corporation or limited liability company, conflict with the certificate or articles of incorporation, certificate of formation or limited liability company agreement or bylawsnot violate, or similar organizational documents require any consent, approval, or notice (except those required under applicable securities laws) under, any provision of such Stockholder as presently in effect (in the case of a Stockholder that is a legal entity), (ii) conflict with or violate any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such Stockholder. (f) In the case of any Stockholder that is a corporation, limited partnership or by limited liability company, such Stockholder is an entity duly organized and validly existing under the laws of the jurisdiction in which it is bound incorporated or affectedconstituted, (iii)(A) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, (B) give to any other person any rights of termination, amendment, acceleration or cancellation of, or (C) result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever upon any of the properties or assets of the Stockholder under, any agreement, contract, indenture, note or instrument to which and such Stockholder is a party has all requisite corporate, limited partnership or by which it is bound or affected, except for such breaches, defaults or other occurrences that would not prevent or materially delay limited liability company power and authority to execute and deliver this Agreement and to consummate the performance by such Stockholder of any of transactions contemplated hereby regarding such Stockholder’s obligations under this Agreement, or (iv) except for applicable requirementsand has taken all necessary corporate action to authorize the execution, if any, delivery and performance of the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”), the New York Stock Exchange Market (the “NYSE”) or the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), require any filing by such Stockholder with, or any permit, authorization, consent or approval of, any governmental or regulatory authority, except where the failure to make such filing or obtain such permit, authorization, consent or approval would not prevent or materially delay the performance by the Stockholder of any of such Stockholder’s obligations under this Agreement. (dg) The Shares and the certificates representing the Shares owned by such Stockholder are now and at all times during the term hereof will be held by such Stockholder, Stockholder or by a nominee or custodian for the benefit of such Stockholder, free and clear of all pledges, liens, charges, claims, security interests, proxies, voting trusts trusts, as amended, or agreements, options, rights, understandings or arrangements or any other encumbrances whatsoeverwhatsoever on title, transfer, or exercise of any rights of a Stockholder in respect of such Shares (collectively, "ENCUMBRANCES"), except for any such encumbrances or proxies Encumbrance arising hereunder or under applicable federal and or state securities laws or under the agreements set forth on Schedule B hereto. Such Stockholder owns of record or beneficially no shares of Yuma Common Stock or Yuma Preferred Stock other than such Stockholder’s Shares as set forth on Exhibit B. (e) As of the date hereof, neither such Stockholder, nor any of its respective properties or assets is subject to any order, writ, judgment, injunction, decree, determination or award that would prevent or delay the consummation of the transactions contemplated herebyare otherwise DE MINIMIS in nature. (fh) Such Stockholder understands and acknowledges that ▇▇▇▇▇ is Parent and Purchaser are entering into the Merger Agreement in reliance upon such Stockholder’s 's execution and delivery of this Agreement.

Representations and Warranties of the Stockholders. Each of the Stockholders Stockholder hereby represents and warrants to ▇▇▇▇▇, severally and not jointly, Parent as follows: (a) Such Stockholder ▇▇▇▇▇▇ is the beneficial owner (within the meaning of Rule 13d-3 a corporation duly organized, validly existing and in good standing under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and unless otherwise indicated, the record owner laws of the shares State of Yuma Common Stock and Yuma Preferred Stock (as may be adjusted from time to time pursuant to Section 5 hereof, the “Shares”) set forth opposite such Stockholder’s name on Schedule A to this Agreement and such Shares represent Kansas. Each Stockholder has all of the shares of Yuma Common Stock and Yuma Preferred Stock beneficially owned by such Stockholder as of the date hereof. For purposes of this Agreement, the term “Shares” shall include any shares of Yuma Common Stock and Yuma Preferred Stock issuable to such Stockholder upon exercise necessary corporate or conversion of any existing right, contract, option, or warrant to purchase, or securities convertible into or exchangeable for, Yuma Common Stock or Yuma Preferred Stockother, as the case may be (“Stockholder Rights”) that are currently exercisable or convertible or become exercisable or convertible and any other shares of Yuma Common Stock or Yuma Preferred Stock such Stockholder may acquire or beneficially own during the term of this Agreement. (b) Such Stockholder has all requisite organizational be, power and authority and, if an individual, the legal capacity, to execute and deliver this Agreement and to perform their respective obligations hereunder. The execution and delivery by ▇▇▇▇▇▇ of this Agreement and the performance by ▇▇▇▇▇▇ of its obligations contemplated hereby. This Agreement has hereunder have been duly and validly executed and delivered authorized by such Stockholder and, assuming that this Agreement constitutes the legal, valid and binding obligation Board of Directors of ▇▇▇▇▇▇ and no other corporate proceedings on the other parties hereto, constitutes the legal, valid and binding obligation part of such Stockholder, enforceable against such Stockholder in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies). (c) The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, (i) if such Stockholder is a corporation or limited liability company, conflict with the certificate or articles of incorporation, certificate of formation or limited liability company agreement or bylaws, or similar organizational documents of such Stockholder as presently in effect (in the case of a Stockholder that is a legal entity), (ii) conflict with or violate any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such Stockholder or by which it is bound or affected, (iii)(A) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, (B) give to any other person any rights of termination, amendment, acceleration or cancellation of, or (C) result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever upon any of the properties or assets of the Stockholder under, any agreement, contract, indenture, note or instrument to which such Stockholder is a party or by which it is bound or affected, except for such breaches, defaults or other occurrences that would not prevent or materially delay the performance by such Stockholder of any of such Stockholder’s obligations under this Agreement, or (iv) except for applicable requirements, if any, of the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”), the New York Stock Exchange Market (the “NYSE”) or the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act are necessary to authorize the execution, delivery or performance of 1976, as amended (the “HSR Act”), require any filing by such Stockholder with, this Agreement or any permit, authorization, consent or approval of, any governmental or regulatory authority, except where the failure to make such filing or obtain such permit, authorization, consent or approval would not prevent or materially delay the performance by the Stockholder of any of such Stockholder’s obligations under this Agreement. (d) The Shares and the certificates representing the Shares owned by such Stockholder are now and at all times during the term hereof will be held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all pledges, liens, charges, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except for any such encumbrances or proxies arising hereunder or under applicable federal and state securities laws or under the agreements set forth on Schedule B hereto. Such Stockholder owns of record or beneficially no shares of Yuma Common Stock or Yuma Preferred Stock other than such Stockholder’s Shares as set forth on Exhibit B. (e) As of the date hereof, neither such Stockholder, nor any of its respective properties or assets is subject to any order, writ, judgment, injunction, decree, determination or award that would prevent or delay the consummation of the transactions contemplated hereby. (fb) Such This Agreement has been duly and validly executed and delivered by each Stockholder understands and, assuming the due authorization, execution and acknowledges that ▇▇▇▇▇ delivery hereof by Parent, constitutes a valid and binding obligation of each Stockholder, enforceable against each of them in accordance with its terms (subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally and general equitable principles (whether considered in a proceeding in equity or at law)). (c) Each of the Stockholders is entering into the Merger Agreement in reliance upon record and Beneficial Owner of all of the Owned Shares indicated opposite such Stockholders' name on Schedule I hereto, which constitute all of the Owned Shares Beneficially Owned by such Stockholder’s , free and clear of all liens, pledges, charges, claims, security interests and other encumbrances. Other than as provided in this Agreement or in the Company Disclosure Schedule, there are no restrictions on the voting rights or right of disposition pertaining to such Owned Shares. (d) Neither the execution and delivery of this AgreementAgreement nor the consummation by the Stockholders of the transactions contemplated hereby will conflict with or constitute a violation of or default under any contract, commitment, agreement, arrangement or restriction of any kind to which either Stockholder is a party or by which either Stockholder is bound.

Representations and Warranties of the Stockholders. Each of the Stockholders Stockholder hereby represents and warrants to ▇▇▇▇▇the Company that the statements contained in this Section 4 are true and correct as of the date hereof and, severally and not jointlyin the case of each Stockholder who becomes a party to this Agreement pursuant to Section 3(a), as followsof the date any Transferable Shares are transferred to such Stockholder: (a) (i) Such Stockholder is is, or subject to the achievement of an Applicable Milestone will be, the beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and unless otherwise indicated, the or record owner of the shares Company Shares indicated on the signature page of Yuma Common Stock this Agreement free and Yuma Preferred Stock (as may be adjusted from time to time pursuant to Section 5 hereof, the “Shares”) set forth opposite clear of any Lien that would impair or adversely affect such Stockholder’s name on Schedule A ability to this Agreement and such Shares represent all of the shares of Yuma Common Stock and Yuma Preferred Stock beneficially owned by such Stockholder as of the date hereof. For purposes of perform its obligations under this Agreement, other than those Liens which are in favor of the term “Shares” shall include any shares of Yuma Common Stock and Yuma Preferred Stock issuable to Company; (ii) such Stockholder upon exercise or conversion of any existing right, contract, option, or warrant to purchase, or securities convertible into or exchangeable for, Yuma Common Stock or Yuma Preferred Stock, as the case may be (“Stockholder Rights”) that are currently exercisable or convertible or become exercisable or convertible and any other shares of Yuma Common Stock or Yuma Preferred Stock such Stockholder may acquire or beneficially own during the term of this Agreement. (b) Such Stockholder has all requisite organizational full power and authority andto make, if an individual, enter into and carry out the legal capacity, to execute and deliver terms of this Agreement and to perform its obligations contemplated hereby. This grant the irrevocable proxy as set forth in Section 2; and (iii) this Agreement has been duly and validly executed and delivered by such Stockholder and, assuming that this Agreement and constitutes the legal, a valid and binding obligation agreement of ▇▇▇▇▇ and the other parties hereto, constitutes the legal, valid and binding obligation of such Stockholder, Stockholder enforceable against such the Stockholder in accordance with its terms (terms, except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws affecting creditors’ rights generallygenerally and by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law). Stockholder agrees to provide the Company reasonably prompt notice of any transfers of Company Shares by such Stockholder after the date of this Agreement. If such Stockholder is a married individual and the Stockholder’s Company Shares constitute community property or otherwise need spousal approval in order for this Agreement to be a legal, valid and binding obligation of the Stockholder, this Agreement has been duly authorized, executed and delivered by, and constitutes a *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. legal, valid and binding obligation of, the Stockholder’s spouse, enforceable against such spouse in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof and for so long as this Agreement remains in effect (including as of the record date of any meeting of the Company’s stockholders and the date of any other Company Action), except as provided in this Agreement, such Stockholder has full legal power, authority and right to vote all of the Company Shares then owned of record or beneficially by Stockholder without the consent or approval of, or by principles governing any other action on the availability part of, any other Person. Without limiting the generality of equitable remedies)the foregoing, such Stockholder has not entered into any voting agreement (other than this Agreement) with any Person with respect to any of the Company Shares, granted any Person any proxy (revocable or irrevocable) or power of attorney with respect to any of the Company Shares, deposited any of the Company Shares in a voting trust or entered into any arrangement or agreement with any Person limiting or affecting Stockholder’s legal power, authority or right to vote the Company Shares on any matter. (c) The execution and delivery of this Agreement and the performance by such Stockholder does not, of the Stockholder’s agreements and the performance obligations hereunder will not result in any breach or violation of this Agreement by such Stockholder will not, (i) if such Stockholder is a corporation or limited liability company, conflict with the certificate or articles of incorporation, certificate of formation or limited liability company agreement or bylaws, or similar organizational documents of such Stockholder as presently be in effect (in the case of a Stockholder that is a legal entity), (ii) conflict with or violate constitute a default under any term of any agreement, judgment, injunction, order, decree, statute, law, ordinance, rule regulation or regulation applicable to such Stockholder or by which it is bound or affected, (iii)(A) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, (B) give to any other person any rights of termination, amendment, acceleration or cancellation of, or (C) result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever upon any of the properties or assets of the Stockholder under, any agreement, contract, indenture, note or instrument arrangement to which such the Stockholder is a party or by which it the Stockholder (or any of the Stockholder’s assets) is bound or affectedbound, except for any such breachesbreach, defaults violation, conflict or other occurrences that default which, individually or in the aggregate, would not prevent materially impair or materially delay adversely affect the performance by such Stockholder of any of such Stockholder’s ability to perform the Stockholder’s obligations under this Agreement, Agreement or (iv) except for applicable requirements, if any, render inaccurate any of the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”), the New York Stock Exchange Market (the “NYSE”) or the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), require any filing by such Stockholder with, or any permit, authorization, consent or approval of, any governmental or regulatory authority, except where the failure to make such filing or obtain such permit, authorization, consent or approval would not prevent or materially delay the performance representations made by the Stockholder of any of such Stockholder’s obligations under this Agreementherein. (d) The Shares and the certificates representing the Shares owned by such Stockholder are now and at all times during the term hereof will be held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all pledges, liens, charges, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except for any such encumbrances or proxies arising hereunder or under applicable federal and state securities laws or under the agreements set forth on Schedule B hereto. Such Stockholder owns of record or beneficially no shares of Yuma Common Stock or Yuma Preferred Stock other than such Stockholder’s Shares as set forth on Exhibit B. (e) As of the date hereof, neither such Stockholder, nor any of its respective properties or assets is subject to any order, writ, judgment, injunction, decree, determination or award that would prevent or delay the consummation of the transactions contemplated hereby. (f) Such Stockholder understands and acknowledges that ▇▇▇▇▇ the Company is entering into the Merger Agreement in reliance upon such the Stockholder’s execution and delivery of this AgreementAgreement and the representations and warranties of the Stockholder contained herein.

Representations and Warranties of the Stockholders. Each of the The Stockholders hereby represents represent and warrants warrant to ▇▇▇▇▇, severally and not jointly, Lynx as follows: (ai) Such Each Stockholder is either (A) the record holder or beneficial owner of the number of, or (B) trustee ("Trustee") of a trust that is the record holder or beneficial owner of, and whose beneficiaries are the beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and unless otherwise indicated, the record owner owners of the shares of Yuma Detective Common Stock and Yuma Preferred Stock set forth opposite the Stockholder's name on Schedule I hereto (as may be adjusted from time to time pursuant to Section 5 the "Existing Shares"). (ii) On the date hereof, the “Shares”) set forth opposite such Stockholder’s name on Schedule A to this Agreement and such Existing Shares represent constitute all of the outstanding shares of Yuma Detective Common Stock owned of record or beneficially by each Stockholder. (iii) Each Stockholder has sole power of disposition and Yuma Preferred Stock sole voting power with respect to the matters set forth in Section 4 hereof and sole power to demand dissenter's or appraisal rights, in each case with respect to all of the Existing Shares, with no restrictions on such rights, subject to applicable securities laws and the terms of this Agreement. (iv) Each Stockholder will have sole power of disposition and will have sole voting power with respect to the matters set forth in Section 4 hereof and sole power to demand dissenter's or appraisal rights, in each case with respect to all Shares other than Existing Shares, if any, which become beneficially owned by the Stockholder, with no restrictions on such Stockholder as of rights, subject to applicable securities laws and the date hereof. For purposes of this Agreement, the term “Shares” shall include any shares of Yuma Common Stock and Yuma Preferred Stock issuable to such Stockholder upon exercise or conversion of any existing right, contract, option, or warrant to purchase, or securities convertible into or exchangeable for, Yuma Common Stock or Yuma Preferred Stock, as the case may be (“Stockholder Rights”) that are currently exercisable or convertible or become exercisable or convertible and any other shares of Yuma Common Stock or Yuma Preferred Stock such Stockholder may acquire or beneficially own during the term terms of this Agreement. (b) Such Each Stockholder has all requisite organizational power and authority and, if an individual, the legal capacity, power and authority to execute enter into and deliver this Agreement and to perform its obligations contemplated hereby. This Agreement has been validly executed and delivered by such Stockholder and, assuming that this Agreement constitutes the legal, valid and binding obligation of ▇▇▇▇▇ and the other parties hereto, constitutes the legal, valid and binding obligation all of such Stockholder's obligations under this Agreement. The execution, enforceable against such Stockholder in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies). (c) The execution delivery and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such each Stockholder will not, (i) if such Stockholder is a corporation or limited liability company, conflict with the certificate or articles of incorporation, certificate of formation or limited liability company agreement or bylaws, or similar organizational documents of such Stockholder as presently in effect (in the case of a Stockholder that is a legal entity), (ii) conflict with or not violate any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such Stockholder or by which it is bound or affected, (iii)(A) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, (B) give to any other person any rights of termination, amendment, acceleration or cancellation of, or (C) result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever upon any of the properties or assets of the Stockholder under, any agreement, contract, indenture, note or instrument Contract to which such Stockholder is a party or by which it such Stockholder is bound or affectedincluding, except for such breacheswithout limitation, defaults any trust agreement, voting agreement, stockholders agreement, voting trust, partnership or other occurrences that would not prevent or materially delay agreement. This Agreement has been duly and validly executed and delivered by the performance Stockholders and (assuming due authorization, execution and delivery by such Stockholder Lynx) constitutes a legal, valid and binding agreement of the Stockholders, enforceable against the Stockholders in accordance with its terms. All necessary consents of any beneficiary of or holder of interest in any trust of which either Stockholder is Trustee to the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been obtained. If a Stockholder is married and such Stockholder’s obligations 's Shares constitute community property, this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of, such Stockholder's spouse, enforceable against such person in accordance with its terms. (c) Except for filings under this Agreement, or (iv) except for applicable requirementsthe HSR Act, if anyapplicable, of the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”), the New York Stock Exchange Market (the “NYSE”i) or the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), require any no filing by such Stockholder with, or any and no permit, authorization, consent or approval of, any governmental state or regulatory authority, except where federal public body or authority is necessary for the failure to make such filing or obtain such permit, authorization, consent or approval would not prevent or materially delay the performance execution of this Agreement by the Stockholder Stockholders and the consummation by the Stockholders of the transactions contemplated hereby and (ii) neither the execution and delivery of this Agreement by the Stockholders nor the consummation by the Stockholders of the transactions contemplated hereby nor compliance by the Stockholders with the provisions hereof shall (x) conflict with or result in any breach of any applicable trust, partnership agreement or other Contracts or organizational documents applicable to the Stockholders, (y) result in a violation or breach of, or constitute (with or without notice or lapse of such Stockholder’s obligations time or both) a default (or give rise to any right of termination, cancellation, material modification or acceleration), under this Agreementany of the terms, conditions or provisions of any Contract to which either Stockholder is a party or by which the Stockholders or any of the Stockholders' properties or assets may be bound or (z) violate any Governmental Order applicable to the Stockholders or any of the Stockholders' properties or assets. (d) The Except for the shares of Detective Common Stock identified in Schedule II hereto (the "Pledged Shares"), the Stockholder's Shares and the certificates representing the such Shares owned by such Stockholder are now and at all times during the term hereof will be held by such Stockholderthe Stockholders, or by a nominee or custodian for the benefit of such Stockholderthe Stockholders, free and clear of all pledges, liens, charges, claims, security interestsLiens, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except for any such encumbrances or proxies of the same arising hereunder or under applicable federal and state securities laws or under the agreements set forth on Schedule B hereto. Such Stockholder owns of record or beneficially no shares of Yuma Common Stock or Yuma Preferred Stock other than such Stockholder’s Shares as set forth on Exhibit B.hereunder. (e) As of the date hereofNo broker, neither such Stockholderinvestment banker, nor any of its respective properties financial adviser or assets other Person is subject entitled to any orderbroker's, writfinder's, judgment, injunction, decree, determination financial adviser's or award that would prevent other similar fee or delay the consummation of commission in connection with the transactions contemplated herebyhereby based upon arrangements made by or on behalf of either Stockholder in his or her capacity as such. (f) Such Each Stockholder understands and acknowledges that ▇▇▇▇▇ Lynx is entering into the Merger Agreement in reliance upon such Stockholder’s Stockholders' execution and delivery of this AgreementAgreement with Lynx.

Representations and Warranties of the Stockholders. Each of the Stockholders hereby represents and warrants to ▇▇▇▇▇Pyramid and Merger Subsidiary, severally and not jointly, as follows: (a) Such Stockholder is the beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and unless otherwise indicated, the record owner of the shares of Yuma Company Common Stock, Series A Preferred Stock and Yuma or Series B Preferred Stock (as may be adjusted from time to time pursuant to Section 5 hereof, the “Shares”) set forth opposite such Stockholder’s name on Schedule A to this Agreement and such Shares represent all of the shares of Yuma Company Common Stock, Series A Preferred Stock and Yuma Series B Preferred Stock beneficially owned by such Stockholder as of the date hereof. For purposes of this Agreement, the term “Shares” shall include any shares of Yuma Company Common Stock and Yuma Preferred Stock issuable to such Stockholder upon exercise or conversion of any existing right, contract, option, or warrant to purchase, or securities convertible into or exchangeable for, Yuma Company Common Stock or Yuma Preferred Stock, as the case may be (“Stockholder Rights”) that are currently exercisable or convertible or become exercisable or convertible and any other shares of Yuma Company Common Stock or Yuma Preferred Stock such Stockholder may acquire or beneficially own during the term of this Agreement. (b) Such Stockholder has all requisite organizational power and authority and, if an individual, the legal capacity, to execute and deliver this Agreement and to perform its obligations consummate the transactions contemplated hereby. This Agreement has been validly executed and delivered by such Stockholder and, assuming that this Agreement constitutes the legal, valid and binding obligation of ▇▇▇▇▇ and the other parties hereto, constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies). (c) The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, (i) if such Stockholder is a corporation or limited liability company, conflict with the certificate or articles of incorporation, certificate of formation or limited liability company agreement or bylaws, or similar organizational documents of such Stockholder as presently in effect (in the case of a Stockholder that is a legal entity), (ii) conflict with or violate any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such Stockholder or by which it is bound or affected, (iii)(A) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, (B) give to any other person any rights of termination, amendment, acceleration or cancellation of, or (C) result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever upon any of the properties or assets of the Stockholder under, any agreement, contract, indenture, note or instrument to which such Stockholder is a party or by which it is bound or affected, except for such breaches, defaults or other occurrences that would not prevent or materially delay the performance by such Stockholder of any of such Stockholder’s obligations under this Agreement, or (iv) except for applicable requirements, if any, of the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”), the New York Stock Exchange Market (the “NYSE”) or the ▇H▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), require any filing by such Stockholder with, or any permit, authorization, consent or approval of, any governmental or regulatory authority, except where the failure to make such filing or obtain such permit, authorization, consent or approval would not prevent or materially delay the performance by the Stockholder of any of such Stockholder’s obligations under this Agreement. (d) The Shares and the certificates representing the Shares owned by such Stockholder are now and at all times during the term hereof will be held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all pledges, liens, charges, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except for any such encumbrances or proxies arising hereunder or under applicable federal and state securities laws or under the agreements set forth on Schedule B hereto. Such Stockholder owns of record or beneficially no shares of Yuma Company Common Stock or Yuma Preferred Stock other than such Stockholder’s Shares as set forth on Exhibit B.Shares. (e) As of the date hereof, neither such Stockholder, nor any of its respective properties or assets is subject to any order, writ, judgment, injunction, decree, determination or award that would prevent or delay the consummation of the transactions contemplated hereby. (f) Such Stockholder understands and acknowledges that ▇▇▇▇▇ Pyramid is entering into into, and causing Merger Subsidiary to enter into, the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement.

Representations and Warranties of the Stockholders. Each of the Stockholders hereby represents and warrants to ▇▇▇▇▇, severally and not jointly, as followsParent that: (a) Such Stockholder is the beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and unless otherwise indicated, the record owner of the shares of Yuma Common Stock and Yuma Preferred Stock (as may be adjusted from time to time pursuant to Section 5 date hereof, such Stockholder (i) Beneficially Owns the “Shares”) set forth opposite Subject Shares listed next to such Stockholder’s name on Schedule A and Schedule B, (ii) has sole voting power over and right to consent with respect to all of such Subject Shares, (iii) has good and valid and marketable title to such Stockholder’s Subject Shares free and clear of all Liens and (iv) is not party to any contracts of any kind specifically relating to Company Common Stock (other than as disclosed in such Stockholder’s Schedule 13D, as amended, with respect to securities of the Company filed with the SEC) or Parent Common Stock or other voting or equity securities or interests of the Company or Parent (other than in connection with this Agreement, between or among such Stockholder and its Affiliates, or as disclosed to Parent prior to the date hereof), provided, however, for the avoidance of doubt, the fact that any Subject Shares are held in a margin account or pledged pursuant to the terms thereof shall not be deemed a violation of this Agreement and such Shares represent all of the shares of Yuma Common Stock and Yuma Preferred Stock beneficially owned by so long as such Stockholder is not prevented from performing its obligations under and in accordance with this Agreement; (b) as of the date hereof. For purposes of this Agreement, the term “Shares” shall include such Stockholder and its Affiliates do not Beneficially Own any shares of Yuma Company Common Stock and Yuma Preferred Stock issuable to such Stockholder upon exercise or conversion of Parent Common Stock, any existing right, contract, option, or warrant to purchase, or securities convertible into or exchangeable for, Yuma for any shares of Company Common Stock or Yuma Preferred Stock, as the case may be (“Stockholder Rights”) that are currently exercisable or convertible or become exercisable or convertible and any other shares of Yuma Parent Common Stock or Yuma Preferred Stock other voting securities or instruments of the Company or Parent, in each case, other than such Stockholder’s Subject Shares; (c) (i) such Stockholder may acquire or beneficially own during (A) is duly organized, validly existing and in good standing under the term laws of this Agreement. its jurisdiction of organization and (bB) Such Stockholder has all requisite organizational power and authority and, if an individual, the legal capacity, to execute and deliver this Agreement and to perform its obligations consummate the transactions contemplated by this Agreement and (ii) the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite organizational action and no other organizational proceedings on the part of such Stockholder are necessary to authorize this Agreement or the consummation of the transactions contemplated hereby. This ; (d) this Agreement has been duly and validly executed and delivered by such Stockholder andStockholder, and assuming that this Agreement the due authorization, execution and delivery by Parent, constitutes the legal, a valid and binding obligation of ▇▇▇▇▇ and the other parties hereto, constitutes the legal, valid and binding obligation agreement of such Stockholder, Stockholder enforceable against such Stockholder in accordance with its terms (except insofar as enforceability may be limited by applicable terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar Laws of general applicability relating to or similar laws affecting creditors’ rights generally, and to general equity principles (regardless of whether such enforcement is considered in a proceeding at law or by principles governing the availability of equitable remediesin equity).; and (ce) The execution the execution, delivery and delivery timely performance by such Stockholder of this Agreement and the consummation by such Stockholder does not, of the transactions contemplated hereby do not and the performance of this Agreement by such Stockholder will not, shall not (i) if such Stockholder is a corporation or limited liability company, conflict with the certificate or articles of incorporation, certificate of formation or limited liability company agreement or bylaws, or similar organizational documents of such Stockholder as presently in effect (in the case of a Stockholder that is a legal entity), (ii) conflict with or violate any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such Stockholder or by which it is bound or affected, (iii)(A) result in any breach of or constitute a default (or an event that including with notice or lapse of time or both would become both): (i) require any consent, approval, order, authorization or permit of, or registration or filing with or notification to, any Governmental Entity or other party, except for the filing with the SEC of any Schedules 13D or 13G or amendments to Schedules 13D or 13G and filings under Section 16 (as applicable) of the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereby; (ii) contravene or conflict with the certificate of incorporation or the bylaws or other organizational documents of such Stockholder; (iii) result in any material violation or material breach of, or constitute a default) default under, (B) or give rise to any other person any rights right of termination, amendment, cancellation or acceleration or cancellation ofany payments under, or (C) result in a loss of a benefit or in the creation or imposition of any pledgea Lien under, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever upon any of the properties terms, conditions or assets provisions of the Stockholder underany note, any agreementlease, contractmortgage, indenture, note license, agreement or other instrument or obligation to which such Stockholder is a party or by which it is bound or affected, except for such breaches, defaults or other occurrences that would not prevent or materially delay the performance by such Stockholder of or any of such Stockholder’s obligations under this Agreement, assets is bound; or (iv) except for applicable requirements, if any, violate the provisions of the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”), the New York Stock Exchange Market (the “NYSE”) or the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), require any filing by such Stockholder with, or any permit, authorization, consent or approval of, any governmental or regulatory authority, except where the failure to make such filing or obtain such permit, authorization, consent or approval would not prevent or materially delay the performance by the Stockholder of any of such Stockholder’s obligations under this Agreement. (d) The Shares and the certificates representing the Shares owned by such Stockholder are now and at all times during the term hereof will be held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all pledges, liens, charges, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except for any such encumbrances or proxies arising hereunder or under applicable federal and state securities laws or under the agreements set forth on Schedule B hereto. Such Stockholder owns of record or beneficially no shares of Yuma Common Stock or Yuma Preferred Stock other than such Stockholder’s Shares as set forth on Exhibit B. (e) As of the date hereof, neither such Stockholder, nor any of its respective properties or assets is subject to any order, writ, injunction, judgment, injunction, decree, determination statute, rule or award that regulation applicable to such Stockholder, in each case, other than as would prevent or delay the consummation of the transactions contemplated hereby. (f) Such Stockholder understands and acknowledges that ▇▇▇▇▇ is entering into the Merger Agreement in reliance upon not have a material adverse effect on such Stockholder’s execution ability to perform its obligations hereunder. Except where expressly stated to be given as of the date hereof only, the representations and delivery warranties contained in this Agreement shall be made as of this Agreementthe date hereof and as of each date from the date hereof through and including the Voting Expiration Date.

Representations and Warranties of the Stockholders. Each of the Stockholders Stockholder, as to such Stockholder, hereby represents and warrants to ▇▇▇▇▇to, severally and not jointlycovenants with, USXX as follows: (a1) Such The Stockholder is beneficially owns the beneficial owner (within number of Shares and Options shown opposite the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and unless otherwise indicated, the record owner of the shares of Yuma Common Stock and Yuma Preferred Stock (as may be adjusted from time to time pursuant to Section 5 hereof, the “Shares”) set forth opposite such Stockholder’s 's name on Schedule A free and clear of any and all liens, charges, encumbrances, covenants, conditions, restrictions, voting trust arrangements (other than the Voting Agreement and Irrevocable Proxy of even date herewith entered into in connection with the Merger Agreement), options and adverse claims or rights whatsoever, except as granted hereby or as would have no adverse effect on this Agreement and/or the election effected hereby. The Stockholder does not own of record or beneficially any shares of capital stock of ONSS or other securities representing or convertible into shares of capital stock of ONSS except as set forth in the preceding sentence. Any Shares or Options acquired after the date hereof by any Stockholder shall become subject to this Agreement and such Shares represent all of the shares of Yuma Common Stock and Yuma Preferred Stock beneficially owned by such election made hereby; (2) The Stockholder as of has the date hereof. For purposes of this Agreement, the term “Shares” shall include any shares of Yuma Common Stock and Yuma Preferred Stock issuable to such Stockholder upon exercise or conversion of any existing full right, contract, option, or warrant to purchase, or securities convertible into or exchangeable for, Yuma Common Stock or Yuma Preferred Stock, as the case may be (“Stockholder Rights”) that are currently exercisable or convertible or become exercisable or convertible and any other shares of Yuma Common Stock or Yuma Preferred Stock such Stockholder may acquire or beneficially own during the term of this Agreement. (b) Such Stockholder has all requisite organizational power and authority and, if an individual, the legal capacity, to execute and deliver enter into this Agreement and to perform its obligations contemplated hereby. make an irrevocable election with respect to the Shares owed by him; there are no options, warrants, calls, commitments or agreements of any nature whatsoever pursuant to which any person will have the right to purchase or otherwise acquire the Shares and Options owned by the Stockholder except as would, if exercised, require such purchaser or acquiror to abide by this Agreement and the election made hereby with respect thereto; (3) The Stockholder is not a party to, subject to or bound by any agreement or judgment, order, writ, prohibition, injunction or decree of any court or other governmental body that would prevent the execution, delivery or performance of this Agreement by the Stockholder; (4) This Agreement has been duly and validly executed and delivered by such the Stockholder and, assuming that this Agreement and constitutes the a legal, valid and binding obligation of ▇▇▇▇▇ and the other parties hereto, constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms terms, subject only to (except insofar as enforceability may be limited by applicable i) the effect of bankruptcy, insolvency, reorganization, reorganization or moratorium laws or similar other laws generally affecting the enforceability of creditors’ ' rights generally, or by principles governing the availability of equitable remedies). (c) The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, (i) if such Stockholder is a corporation or limited liability company, conflict with the certificate or articles of incorporation, certificate of formation or limited liability company agreement or bylaws, or similar organizational documents of such Stockholder as presently in effect (in the case of a Stockholder that is a legal entity), (ii) conflict with or violate any judgment, order, decree, statute, law, ordinance, rule or regulation applicable general equitable principles which may limit the right to such Stockholder or by which it is bound or affected, (iii)(A) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, (B) give to any other person any rights of termination, amendment, acceleration or cancellation of, or (C) result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever upon any of the properties or assets of the Stockholder under, any agreement, contract, indenture, note or instrument to which such Stockholder is a party or by which it is bound or affected, except for such breaches, defaults obtain specific performance or other occurrences that would not prevent or materially delay the performance by such Stockholder of any of such Stockholder’s obligations under this Agreement, or (iv) except for applicable requirements, if any, of the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”), the New York Stock Exchange Market (the “NYSE”) or the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), require any filing by such Stockholder with, or any permit, authorization, consent or approval of, any governmental or regulatory authority, except where the failure to make such filing or obtain such permit, authorization, consent or approval would not prevent or materially delay the performance by the Stockholder of any of such Stockholder’s obligations under this Agreement.equitable remedies; and (d5) The Shares Stockholder will take all commercially reasonable action necessary in order that its representations and the certificates representing the Shares owned by such Stockholder are now and at all times during the term hereof will be held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all pledges, liens, charges, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except for any such encumbrances or proxies arising hereunder or under applicable federal and state securities laws or under the agreements warranties set forth on Schedule B hereto. Such Stockholder owns of record or beneficially no shares of Yuma Common Stock or Yuma Preferred Stock other than such Stockholder’s Shares as set forth on Exhibit B. (e) As of the date hereof, neither such Stockholder, nor any of its respective properties or assets is subject to any order, writ, judgment, injunction, decree, determination or award that would prevent or delay the consummation of the transactions contemplated herebyin this Agreement shall remain true and correct. (f) Such Stockholder understands and acknowledges that ▇▇▇▇▇ is entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement.

Representations and Warranties of the Stockholders. Each of the Stockholders Stockholder hereby represents and warrants to ▇▇▇▇▇Parent, severally and not jointly, as followsset forth below: (a) Such Stockholder is the record and beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and unless otherwise indicated, the record owner of the shares of Yuma Company Common Stock and Yuma Preferred set forth opposite his or its name on Schedule 1 to this Agreement (such shares of Company Common Stock, together with any Company Common Stock (acquired by the Stockholder after the date of this Agreement, whether upon the exercise of Company Options or otherwise, all as may be adjusted from time to time pursuant to Section 5 8 hereof, the “Shares”) ). Schedule 1 lists separately all Company Options issued to such Stockholder. Such Stockholder is the record and beneficial owner of the Company Options set forth opposite such Stockholder’s name on Schedule A 1 to this Agreement and such Shares represent all of the shares of Yuma Common Stock and Yuma Preferred Stock beneficially owned by such Stockholder as of the date hereof. For purposes of this Agreement, the term “Shares” shall include any shares of Yuma Common Stock and Yuma Preferred Stock issuable to such Stockholder upon exercise or conversion of any existing right, contract, option, or warrant to purchase, or securities convertible into or exchangeable for, Yuma Common Stock or Yuma Preferred Stock, as the case may be (“Stockholder Rights”) that are currently exercisable or convertible or become exercisable or convertible and any other shares of Yuma Common Stock or Yuma Preferred Stock such Stockholder may acquire or beneficially own during the term of this Agreement. (b) Such Stockholder has voting power, power of disposition, and power to agree to all requisite organizational power of the matters regarding such Stockholder set forth in this Agreement, in each case with respect to all of the Shares. Such Stockholder is not the record or beneficial owner of any securities of the Company on the date hereof other than the Shares set forth on Schedule 1 and authority andthe Company Options, if an individualany, specified in Schedule 1. (c) Such Stockholder has the legal capacity, capacity to execute and deliver this Agreement and to perform its obligations consummate the transactions contemplated hereby. hereby regarding such Stockholder. (d) This Agreement has been validly executed and delivered by such Stockholder and, assuming that this Agreement constitutes the legal, valid and binding obligation of ▇▇▇▇▇ and the other parties hereto, constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms terms, except (except insofar i) as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar and other laws of general application affecting enforcement of creditors’ rights generally, or by principles governing and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable remedies)relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. (ce) The Neither the execution and delivery of this Agreement by such Stockholder does notnor the consummation of the transactions contemplated hereby will result in a violation of, and the performance or a default under, or conflict with, any material contract, trust, or agreement, or restriction of this Agreement by such Stockholder will not, (i) if any kind to which such Stockholder is a corporation party or limited liability company, conflict with by which such Stockholder or his Shares are bound. The consummation of the certificate or articles of incorporation, certificate of formation or limited liability company agreement or bylawstransactions contemplated hereby will not violate, or similar organizational documents require any consent, approval, or notice (except those required under applicable securities laws) under, any provision of such Stockholder as presently in effect (in the case of a Stockholder that is a legal entity), (ii) conflict with or violate any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such Stockholder. (f) In the case of any Stockholder that is a corporation, limited partnership or by limited liability company, such Stockholder is an entity duly organized and validly existing under the laws of the jurisdiction in which it is bound incorporated or affectedconstituted, (iii)(A) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, (B) give to any other person any rights of termination, amendment, acceleration or cancellation of, or (C) result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever upon any of the properties or assets of the Stockholder under, any agreement, contract, indenture, note or instrument to which and each such Stockholder is a party or by which it is bound or affected, except for such breaches, defaults or other occurrences that would not prevent or materially delay has all requisite power and authority to execute and deliver this Agreement and to consummate the performance by such Stockholder of any of transactions contemplated hereby regarding such Stockholder’s obligations under this Agreement, or (iv) except for applicable requirementsand has taken all necessary corporate action to authorize the execution, if any, delivery and performance of the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”), the New York Stock Exchange Market (the “NYSE”) or the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), require any filing by such Stockholder with, or any permit, authorization, consent or approval of, any governmental or regulatory authority, except where the failure to make such filing or obtain such permit, authorization, consent or approval would not prevent or materially delay the performance by the Stockholder of any of such Stockholder’s obligations under this Agreement. (dg) The Shares and the certificates representing the Shares owned by such Stockholder are now and at all times during the term hereof will be held by such Stockholder, Stockholder or by a nominee or custodian for the benefit of such Stockholder, free and clear of all pledges, liens, charges, claims, security interests, proxies, voting trusts trusts, as amended, or agreements, options, rights, understandings or arrangements or any other encumbrances whatsoeverwhatsoever on title, transfer, or exercise of any rights of a Stockholder in respect of such Shares (collectively, “Encumbrances”), except for any such encumbrances or proxies Encumbrances arising hereunder or under applicable federal and state securities laws that are otherwise de minimis in nature. (h) Each Stockholder whose Shares or Company Options are subject to community property interests under the agreements set forth on Schedule B hereto. Such Stockholder owns laws of record or beneficially no shares any relevant jurisdiction has agreed to have executed and delivered to Parent, such consents, waivers and approvals as are necessary for the execution of Yuma Common Stock or Yuma Preferred Stock other than such Stockholder’s Shares as set forth on Exhibit B. (e) As of this Agreement and the date hereof, neither such Stockholder, nor any of its respective properties or assets is subject to any order, writ, judgment, injunction, decree, determination or award that would prevent or delay the approval and consummation of the transactions contemplated hereby. (f) Such Stockholder understands and acknowledges that ▇▇▇▇▇ is entering into the Merger Agreement in reliance upon hereby regarding such Stockholder’s execution and delivery of this Agreement.

Representations and Warranties of the Stockholders. Each of the Stockholders Stockholder hereby represents and warrants to ▇▇▇▇▇, severally and not jointly, Parent as follows: (a) Such As of the date hereof, such Stockholder is the record and/or beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and unless otherwise indicated, the record owner of the shares of Yuma Common Stock and Yuma Preferred Stock (as may be adjusted from time to time pursuant to Section 5 hereof, the “Shares”) Owned Shares set forth opposite such Stockholder’s name on Schedule Exhibit A (other than any such Owned Shares transferred in an Exempt Transfer) and such Stockholder has good and valid title to such Owned Shares free and clear of Liens other than as created by this Agreement or under prime broker agreements. Except as set forth on Exhibit A, such Stockholder has the only voting power, power of disposition, power to demand appraisal rights and such Shares represent power to agree to all of the shares matters set forth in this Agreement, in each case, with respect to all such Owned Shares, with no limitations, qualifications or restrictions on such rights, subject to applicable federal securities Laws and the terms of Yuma Common Stock and Yuma Preferred Stock beneficially owned by such Stockholder as this Agreement. As of the date hereof. For purposes , other than the Owned Shares and except as set forth on Exhibit A, such Stockholder does not own beneficially or of this Agreement, the term “Shares” shall include record any (i) shares of Yuma Common Stock and Yuma Preferred Stock issuable capital stock or voting securities of the Company, (ii) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company or (iii) options or other rights to such Stockholder upon exercise or conversion of acquire from the Company any existing rightcapital stock, contract, option, or warrant to purchase, voting securities or securities convertible into or exchangeable for, Yuma Common Stock for capital stock or Yuma Preferred Stock, as voting securities of the case may be (“Stockholder Rights”) that are currently exercisable or convertible or become exercisable or convertible and any other shares of Yuma Common Stock or Yuma Preferred Stock such Stockholder may acquire or beneficially own during the term of this AgreementCompany. (b) Such Stockholder, if it is an entity, is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation. Such Stockholder has all requisite organizational power power, authority and authority and, if an individual, the legal capacity, capacity to execute and deliver this Agreement and to perform its, his or her obligations hereunder. If such Stockholder is an entity, the execution, delivery and performance of this Agreement by such Stockholder, the performance by such Stockholder of its obligations hereunder and the consummation by such Stockholder of the transactions contemplated hereby has been duly and validly authorized by such Stockholder and no other actions or proceedings on the part of such Stockholder is necessary to authorize the execution and delivery by such Stockholder of this Agreement, the performance by such Stockholder of its obligations hereunder or the consummation by such Stockholder of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such Stockholder and, assuming that this Agreement constitutes the legaldue authorization, valid execution and binding obligation of ▇▇▇▇▇ delivery by Parent and the other parties heretoCompany, constitutes the a legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder it, him or her in accordance with its terms (terms, except insofar as enforceability enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws Law affecting creditors’ rights generally, or by principles governing the availability of equitable remedies). (c) The execution Except for the applicable requirements of the Exchange Act, (i) no filing with, and delivery no permit, authorization, consent or approval of, any Governmental Authority is necessary on the part of this Agreement by such Stockholder does notfor the execution, delivery and the performance of this Agreement by such Stockholder will not, (i) if or the consummation by such Stockholder is a corporation of the transactions contemplated hereby, other than as contemplated by the Merger Agreement, and (ii) neither the execution, delivery or limited liability companyperformance of this Agreement by such Stockholder, nor the consummation by such Stockholder of the transactions contemplated hereby, nor compliance by such Stockholder with any of the provisions herein shall (A) conflict with or violate, any provision of the certificate or articles of incorporation, certificate of formation or limited liability company agreement or bylaws, or similar organizational documents of such Stockholder as presently in effect (in the case of a if such Stockholder that is a legal an entity), (ii) conflict with or violate any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such Stockholder or by which it is bound or affected, (iii)(AB) result in any breach of or violation of, or constitute a default (or an event that which, with notice or lapse of time or both both, would become a default) under, (B) or give to any other person others any rights of termination, amendment, acceleration or cancellation of, or (C) result in the creation of a Lien on any pledge, claim, lien, charge, encumbrance property or security interest asset of any kind or nature whatsoever upon any of the properties or assets of the such Stockholder underpursuant to, any agreement, contract, indenture, note or instrument Contract to which such Stockholder is a party or by which it such Stockholder or any properties or assets of such Stockholder is bound or affectedaffected or (C) violate any Law applicable to such Stockholder or any of such Stockholder’s properties or assets, except for such breachesexcept, defaults or other occurrences that in the case of each of sub-clause (i) and (ii), as would not prevent or restrict, prohibit, materially delay or impair the performance by such Stockholder of any of such Stockholder’s obligations under this Agreement, or (iv) except for applicable requirements, if any, of the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”), the New York Stock Exchange Market (the “NYSE”) or the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), require any filing by such Stockholder with, or any permit, authorization, consent or approval of, any governmental or regulatory authority, except where the failure to make such filing or obtain such permit, authorization, consent or approval would not prevent or materially delay the performance by the Stockholder of any of such Stockholder’s its obligations under this Agreement. (d) The Shares and the certificates representing the Shares owned by such Stockholder are now and at all times during the term hereof will be held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all pledges, liens, charges, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except for any such encumbrances or proxies arising hereunder or under applicable federal and state securities laws or under the agreements set forth on Schedule B hereto. Such Stockholder owns of record or beneficially no shares of Yuma Common Stock or Yuma Preferred Stock other than such Stockholder’s Shares as set forth on Exhibit B. (e) As of the date hereof, neither there are no Legal Proceedings pending or, to the knowledge of such Stockholder, nor threatened against such Stockholder or any of its respective properties its, his or assets is subject to any order, writ, judgment, injunction, decree, determination or award her Controlled Affiliates that would prevent restrict, prohibit, materially delay or delay impair the consummation ability of such Stockholder to perform its obligations under this Agreement or consummate the transactions contemplated hereby. (f) Such Stockholder understands and acknowledges that ▇▇▇▇▇ is entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of by this Agreement.

Representations and Warranties of the Stockholders. Each of the Stockholders Stockholder hereby represents and warrants to ▇▇▇▇▇, severally and not jointly, Parent as follows: (a) Such Stockholder is the record and/or beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and unless otherwise indicated, the record owner of the shares of Yuma Common Stock and Yuma Preferred Stock (as may be adjusted from time to time pursuant to Section 5 hereof, the “Shares”) Owned Shares set forth opposite such Stockholder’s name on Schedule Exhibit A and such Stockholder has good and valid title to such Owned Shares free and clear of Liens other than as created by this Agreement or under prime broker agreements. Except as set forth on Exhibit A, such Stockholder has the only voting power, power of disposition, power to demand appraisal rights and such Shares represent power to agree to all of the shares matters set forth in this Agreement, in each case with respect to all such Owned Shares, with no limitations, qualifications or restrictions on such rights, subject to applicable federal securities Laws and the terms of Yuma Common Stock and Yuma Preferred Stock beneficially owned by such Stockholder as this Agreement. As of the date hereof. For purposes , other than the Owned Shares and except as set forth on Exhibit A, such Stockholder does not own beneficially or of this Agreement, the term “Shares” shall include record any (i) shares of Yuma Common Stock and Yuma Preferred Stock issuable capital stock or voting securities of the Company, (ii) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company or (iii) options or other rights to such Stockholder upon exercise or conversion of acquire from the Company any existing rightcapital stock, contract, option, or warrant to purchase, voting securities or securities convertible into or exchangeable for, Yuma Common Stock for capital stock or Yuma Preferred Stock, as voting securities of the case may be (“Stockholder Rights”) that are currently exercisable or convertible or become exercisable or convertible and any other shares of Yuma Common Stock or Yuma Preferred Stock such Stockholder may acquire or beneficially own during the term of this AgreementCompany. (b) Such Stockholder, if it is an entity, is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation. Such Stockholder has all requisite organizational power power, authority and authority and, if an individual, the legal capacity, capacity to execute and deliver this Agreement and to perform its, his or her obligations hereunder. If such Stockholder is an entity, the execution, delivery and performance of this Agreement by such Stockholder, the performance by such Stockholder of its obligations hereunder and the consummation by such Stockholder of the transactions contemplated hereby has been duly and validly authorized by such Stockholder and no other actions or proceedings on the part of such Stockholder is necessary to authorize the execution and delivery by such Stockholder of this Agreement, the performance by such Stockholder of its obligations hereunder or the consummation by such Stockholder of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such Stockholder and, assuming that this Agreement constitutes the legaldue authorization, valid execution and binding obligation of ▇▇▇▇▇ delivery by Parent and the other parties heretoCompany, constitutes the a legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder it, him or her in accordance with its terms (terms, except insofar as enforceability enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws Law affecting creditors’ rights generally, or by principles governing the availability of equitable remedies). (c) The execution Except for the applicable requirements of the Exchange Act, (i) no filing with, and delivery no permit, authorization, consent or approval of, any Governmental Authority is necessary on the part of this Agreement by such Stockholder does notfor the execution, delivery and the performance of this Agreement by such Stockholder will not, (i) if or the consummation by such Stockholder is a corporation of the transactions contemplated hereby, other than as contemplated by the Merger Agreement, and (ii) neither the execution, delivery or limited liability companyperformance of this Agreement by such Stockholder, nor the consummation by such Stockholder of the transactions contemplated hereby, nor compliance by such Stockholder with any of the provisions herein shall (A) conflict with or violate, any provision of the certificate or articles of incorporation, certificate of formation or limited liability company agreement or bylaws, or similar organizational documents of such Stockholder as presently in effect (in the case of a if such Stockholder that is a legal an entity), (ii) conflict with or violate any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such Stockholder or by which it is bound or affected, (iii)(AB) result in any breach of or violation of, or constitute a default (or an event that which, with notice or lapse of time or both both, would become a default) under, (B) or give to any other person others any rights of termination, amendment, acceleration or cancellation of, or (C) result in the creation of a Lien on any pledge, claim, lien, charge, encumbrance property or security interest asset of any kind or nature whatsoever upon any of the properties or assets of the such Stockholder underpursuant to, any agreement, contract, indenture, note or instrument Contract to which such Stockholder is a party or by which it such Stockholder or any properties or assets of such Stockholder is bound or affectedaffected or (C) violate any Law applicable to such Stockholder or any of such Stockholder’s properties or assets, except for such breachesexcept, defaults or other occurrences that in the case of each of sub-clause (i) and (ii), as would not prevent restrict, prohibit, delay or materially delay impair the performance by such Stockholder of any of such Stockholder’s obligations under this Agreement, or (iv) except for applicable requirements, if any, of the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”), the New York Stock Exchange Market (the “NYSE”) or the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), require any filing by such Stockholder with, or any permit, authorization, consent or approval of, any governmental or regulatory authority, except where the failure to make such filing or obtain such permit, authorization, consent or approval would not prevent or materially delay the performance by the Stockholder of any of such Stockholder’s its obligations under this Agreement. (d) The Shares and the certificates representing the Shares owned by such Stockholder are now and at all times during the term hereof will be held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all pledges, liens, charges, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except for any such encumbrances or proxies arising hereunder or under applicable federal and state securities laws or under the agreements set forth on Schedule B hereto. Such Stockholder owns of record or beneficially no shares of Yuma Common Stock or Yuma Preferred Stock other than such Stockholder’s Shares as set forth on Exhibit B. (e) As of the date hereof, neither there are no Legal Proceedings pending or, to the knowledge of such Stockholder, nor threatened against such Stockholder or any of its respective properties or assets is subject to any order, writ, judgment, injunction, decree, determination or award his Affiliates that would prevent restrict, prohibit, delay or delay impair the consummation ability of such Stockholder to perform its obligations under this Agreement or consummate the transactions contemplated hereby. (f) Such Stockholder understands and acknowledges that ▇▇▇▇▇ is entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of by this Agreement.

Representations and Warranties of the Stockholders. Each of the Stockholders hereby Stockholder individually represents and warrants to ▇▇▇▇▇, severally and not jointly, as followsthe Company the following: (a) Such Stockholder is the beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and unless otherwise indicated, the record owner of the shares of Yuma Common Stock and Yuma Preferred Stock (as may be adjusted from time to time pursuant to Section 5 hereof, the “Shares”) set forth opposite such Stockholder’s name on Schedule A to this Agreement and such Shares represent all of the shares of Yuma Common Stock and Yuma Preferred Stock beneficially owned by such Stockholder as of has the date hereof. For purposes of this Agreement, the term “Shares” shall include any shares of Yuma Common Stock and Yuma Preferred Stock issuable to such Stockholder upon exercise or conversion of any existing right, contract, option, or warrant to purchase, or securities convertible into or exchangeable for, Yuma Common Stock or Yuma Preferred Stock, as the case may be (“Stockholder Rights”) that are currently exercisable or convertible or become exercisable or convertible and any other shares of Yuma Common Stock or Yuma Preferred Stock such Stockholder may acquire or beneficially own during the term of this Agreement. (b) Such Stockholder has all requisite organizational power and authority and, if an individual, the legal capacity, to execute and deliver this Agreement and to perform its obligations consummate the transactions contemplated herebyplated hereby in accordance with the terms hereof. This The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Stockholder; (b) this Agreement has been duly and validly executed and delivered by such Stockholder andand is, assuming due execution and delivery hereof by the Company and that the Company has full legal power and right to enter into this Agreement constitutes the legalAgreement, valid and binding obligation of ▇▇▇▇▇ and the other parties hereto, constitutes the legal, a valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms (terms, except insofar as enforceability enforcement thereof may be limited by applicable the effect of bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent conveyance, or similar laws affecting the enforcement of creditors’ ' rights generally, or by and subject to principles governing the availability of equitable remedies).equity and public policy; (c) The execution and delivery of this Agreement such Stockholder will be acquiring the Shares to be acquired by such Stockholder does notfor investment purposes only, and the performance without any intention of this Agreement by distributing or selling such Shares in violation of federal, state or other securities laws. If such Stockholder will not, (i) if such Stockholder is a corporation or limited liability company, conflict with the certificate or articles of incorporation, certificate of formation or limited liability company agreement or bylaws, or similar organizational documents of such Stockholder as presently in effect (should in the case of a Stockholder that is a legal entity), (ii) conflict with or violate any judgment, order, decree, statute, law, ordinance, rule or regulation applicable future decide to such Stockholder or by which it is bound or affected, (iii)(A) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, (B) give to any other person any rights of termination, amendment, acceleration or cancellation of, or (C) result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever upon any of the properties or assets of the Stockholder under, any agreement, contract, indenture, note or instrument to which such Stockholder is a party or by which it is bound or affected, except for such breaches, defaults or other occurrences that would not prevent or materially delay the performance by such Stockholder dispose of any of such Stockholder’s obligations under this AgreementShares, or (iv) except for applicable requirements, if any, such Stockholder understands and agrees that it may do so only in compliance with the terms of the Exchange Act, Article IV hereof and the Securities Act and applicable state securities laws, as then in effect. Such Stockholder agrees to the imprinting, so long as required by law, of legends on certificates representing all of the Shares to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, as amended AS AMENDED (the “Securities Act”THE "ACT"), the New York Stock Exchange Market OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (the “NYSE”EACH A "TRANSFER") or the OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE STOCK PURCHASE AGREEMENT, DATED AS OF MARCH 3, 2000, AMONG STONEGATE RESOURCES HOLDINGS, LLC, BUILD▇▇▇▇-▇ ▇▇▇▇▇-▇▇▇▇▇▇, ▇▇▇. ▇▇▇ ▇▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), require any filing by such Stockholder with, or any permit, authorization, consent or approval of, any governmental or regulatory authority, except where the failure to make such filing or obtain such permit, authorization, consent or approval would not prevent or materially delay the performance by the Stockholder of any of such Stockholder’s obligations under this AgreementA. SCHWARTZ. THE COMPANY WILL NOT REGISTER THE TRANSFER ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE STOCK PURCHASE AGREEMENT. (d) The Shares and the certificates representing such Stockholder understands that the Shares owned by will not be registered at the time of their issuance under the Securities Act for the reason that the issuance provided for in this Agreement is exempt pursuant to Section 4(2) of the Securities Act and that the reliance of the Company on such Stockholder are now and at all times during the term hereof will be held by exemption is predicated in part on such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all pledges, liens, charges, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except for any such encumbrances or proxies arising hereunder or under applicable federal and state securities laws or under the agreements 's representations set forth on Schedule B heretoherein. Such Stockholder owns represents that it is experienced in evaluating companies such as the Company, has such knowledge and experience in financial and business matters as to be capable of record or beneficially no shares evaluating the merits and risks of Yuma Common Stock or Yuma Preferred Stock other than its investment and has the ability to suffer the total loss of its investment. Such Stockholder further represents that it has had the opportunity to conduct due diligence on the Company, to ask questions of and receive answers from the Company concerning the terms and conditions of the offering and to obtain additional information to such Stockholder’s Shares as set forth on Exhibit B.'s satisfaction; and (e) As such Stockholder is an "Accredited Investor" within the meaning of Rule 501 of Regulation D under the date hereofSecurities Act, neither such Stockholder, nor any of its respective properties or assets is subject to any order, writ, judgment, injunction, decree, determination or award that would prevent or delay the consummation of the transactions contemplated herebyas presently in effect. (f) Such Stockholder understands and acknowledges that ▇▇▇▇▇ is entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement.

Representations and Warranties of the Stockholders. Each of As a material inducement to Superior and Acquisition to enter into this Agreement and consummate the Stockholders transactions contemplated hereby, each Stockholder hereby severally represents and warrants to ▇▇▇▇▇Superior and Acquisition that all of the statements contained in this Section 3.1 are correct and complete with respect to such Stockholder as of the date of this Agreement, severally and not jointlyhereby covenants that all of said statements will be correct and complete with respect to such Stockholders as of the Effective Time (as though made as of the Effective Time and as though the Effective Time were substituted for the date of this Agreement throughout such statements), except as follows:set forth in the schedule attached to this Agreement setting forth exceptions to the representations and warranties set forth herein (the "CHI DISCLOSURE SCHEDULE"): (a) Such Stockholder is the beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) has good and unless otherwise indicated, the record owner of marketable title to the shares of Yuma Company Common Stock and Yuma Preferred Stock (as may which are to be adjusted from time to time exchanged by such Stockholder pursuant to this Agreement, free and clear of any and all Security Interests, options or rights of any nature. Section 5 hereof, the “Shares”3.2(d) set forth opposite such Stockholder’s name on Schedule A to this Agreement and such Shares represent all of the Chi Disclosure Schedule sets forth a true and correct description of all shares of Yuma Company Common Stock and Yuma Preferred Stock beneficially owned by such Stockholder as of the date hereof. For purposes of this Agreement, the term “Shares” shall include any shares of Yuma Common Stock and Yuma Preferred Stock issuable to such Stockholder upon exercise or conversion of any existing right, contract, option, or warrant to purchase, or securities convertible into or exchangeable for, Yuma Common Stock or Yuma Preferred Stock, as the case may be (“Stockholder Rights”) that are currently exercisable or convertible or become exercisable or convertible and any other shares of Yuma Common Stock or Yuma Preferred Stock such Stockholder may acquire or beneficially own during the term of this AgreementStockholder. (b) Such Stockholder has all requisite organizational the full right, power and authority and, if an individual, the legal capacity, to execute and deliver this Agreement and all other agreements entered into in connection herewith by such Stockholder, if any ("RELATED AGREEMENTS"), to perform its such Stockholder's obligations contemplated herebyhereunder and thereunder, and to vote such Stockholder's shares of Company Common in favor of the Merger. This Agreement has been validly executed and delivered by the Related Agreements to which each Stockholder is a party constitute the valid and legally binding obligations of such Stockholder and, assuming that this Agreement constitutes the legal, valid and binding obligation of ▇▇▇▇▇ and the other parties hereto, constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies)their respective terms. (c) The Such Stockholder is not a party to, subject to or bound by any agreement or any judgment, order, writ, prohibition, injunction or decree of any court or other governmental body which would prevent the execution and or delivery of this Agreement by such Stockholder does notStockholder, and the performance of this Agreement by such Stockholder will not, (i) if such Stockholder is a corporation or limited liability company, conflict with the certificate or articles of incorporation, certificate of formation or limited liability company agreement or bylaws, or similar organizational documents of such Stockholder as presently in effect (in the case of a Stockholder that is a legal entity), (ii) conflict with or violate any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such Stockholder or by which it is bound or affected, (iii)(A) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, (B) give to any other person any rights of termination, amendment, acceleration or cancellation of, or (C) result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever upon any Stockholder's approval of the properties Merger or assets of the Stockholder under, any agreement, contract, indenture, note or instrument to which such Stockholder is a party or by which it is bound or affected, except for such breaches, defaults or other occurrences that would not prevent or materially delay the performance by such Stockholder of any conversion of such Stockholder’s obligations under this Agreement, or (iv) except for applicable requirements, if any, 's shares of Company Common pursuant to the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”), the New York Stock Exchange Market (the “NYSE”) or the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), require any filing by such Stockholder with, or any permit, authorization, consent or approval of, any governmental or regulatory authority, except where the failure to make such filing or obtain such permit, authorization, consent or approval would not prevent or materially delay the performance by the Stockholder of any of such Stockholder’s obligations under this AgreementMerger. (d) The Shares All existing agreements between such Stockholder and the certificates representing the Shares owned by such Stockholder are now and at all times during the term hereof will be held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all pledges, liens, charges, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoeverCompany, except for all agreements ancillary to this Agreement, have been (or on or prior to the Effective Time will be) terminated and such Stockholder is not a party to, subject to or bound by any agreement, commitment or understanding whatsoever between such encumbrances or proxies arising hereunder or under applicable federal Stockholder and state securities laws or under the agreements set forth on Schedule B hereto. Such Stockholder owns of record or beneficially no shares of Yuma Common Stock or Yuma Preferred Stock other than such Stockholder’s Shares as set forth on Exhibit B.Company; (e) As of the date hereof, neither such Stockholder, nor any of its respective properties or assets is subject to any order, writ, judgment, injunction, decree, determination or award that would prevent or delay the consummation of the transactions contemplated hereby. (f) Such Stockholder understands and acknowledges that ▇▇▇▇▇ is entering into that: (i) the Superior Common to be issued pursuant to the Merger Agreement has not been, and as of the Effective Time will not be, registered under the Securities Act or under any state securities laws; (ii) the Superior Common is being offered and issued in reliance upon such Stockholder’s execution Federal and delivery of this Agreement.state exemptions for transactions not involving any public offering; (iii) a "stop transfer" order will be placed against the certificates representing

Representations and Warranties of the Stockholders. Each of the Stockholders hereby Stockholder severally represents and warrants to ▇▇▇▇▇, severally TranSwitch and not jointly, Merger Sub as follows: (a) Such Subject to applicable community property laws, such Onex Stockholder is the beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and unless otherwise indicated, the record lawful owner of the shares of Yuma Preferred Stock or Onex Common Stock and Yuma Preferred Stock (as may to be adjusted from time to time exchanged by such Onex Stockholder for the TranSwitch Merger Consideration pursuant to Section 5 hereof, the “Shares”) set forth opposite such Stockholder’s name on Schedule A to this Agreement and has, and on the Closing Date will have, good and clear title to such Shares represent all of the shares of Yuma Common Stock and Yuma Preferred Stock beneficially owned by such Stockholder as of the date hereof. For purposes of this Agreement, the term “Shares” shall include any shares of Yuma or Onex Common Stock and Yuma Preferred Stock issuable to such Stockholder upon exercise or conversion of any existing right, contract, option, or warrant to purchase, or securities convertible into or exchangeable for, Yuma Common Stock or Yuma Preferred Stock, as the case may be (“Stockholder Rights”) that are currently exercisable or convertible or become exercisable or convertible and any other shares free of Yuma Common Stock or Yuma Preferred Stock such Stockholder may acquire or beneficially own during the term of this Agreementall Liens. (b) Such Stockholder has all requisite organizational has, and on the Closing Date will have, full legal right, power and authority and, if an individual, the legal capacity, to execute and deliver enter into this Agreement and to perform its obligations contemplated herebysell and deliver the shares of Preferred Stock or Onex Common Stock owned by him, her or it in the manner provided herein. This Such Stockholder has duly and validly executed this Agreement has been and has, or prior to the Closing, will have duly and validly executed and delivered by such Stockholder andthe Transaction Documents, assuming that and each of this Agreement and such other agreements constitutes the legala valid, valid binding and binding enforceable obligation of ▇▇▇▇▇ and the other parties hereto, constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms (terms, except insofar as to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or similar laws affecting the enforcement of creditors’ ' rights generally, or generally and by principles governing of equity regarding the availability of equitable remedies). (c) The execution execution, delivery and delivery performance of this Agreement the Transaction Documents by such Stockholder does notStockholder, and the performance consummation of this Agreement by such Stockholder the transactions contemplated hereby or thereby, will notnot require, (i) if such Stockholder is a corporation or limited liability company, conflict with on the certificate or articles of incorporation, certificate of formation or limited liability company agreement or bylaws, or similar organizational documents part of such Stockholder as presently in effect (in the case of a Stockholder that is a legal entity)Stockholder, (ii) conflict with any consent, approval, authorization or violate any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such Stockholder or by which it is bound or affected, (iii)(A) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, (B) give to any other person any rights of termination, amendment, acceleration or cancellation order of, or (C) result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever upon any of the properties or assets of the Stockholder underfiling with, any agreementGovernmental Entity, or under any contract, indenture, note agreement or instrument commitment to which such Stockholder is a party or by which it such Stockholder or property of such Stockholder is bound or affectedbound, except for such breaches, defaults or other occurrences that would and will not prevent or materially delay constitute a violation on the performance by part of such Stockholder of any of such Stockholder’s obligations under this Agreementlaw, administrative regulation or (iv) except for applicable requirements, if any, of the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”), the New York Stock Exchange Market (the “NYSE”) ruling or the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), require any filing by such Stockholder withcourt decree, or any permitcontract, authorizationagreement or commitment, consent or approval of, any governmental or regulatory authority, except where the failure applicable to make such filing or obtain such permit, authorization, consent or approval would not prevent or materially delay the performance by the Stockholder of any of such Stockholder’s obligations under this Agreement. (d) The Shares and the certificates representing the Shares owned by such Stockholder are now and at all times during the term hereof will be held by such Stockholder, or by a nominee or custodian for the benefit property of such Stockholder, free in all cases, which would prevent such Stockholder from entering into this Agreement and clear of all pledges, liens, charges, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except for any such encumbrances or proxies arising hereunder or under applicable federal and state securities laws or under the agreements set forth on Schedule B hereto. Such Stockholder owns of record or beneficially no shares of Yuma Common Stock or Yuma Preferred Stock other than performing such Stockholder’s Shares as set forth on Exhibit B. (e) As of the date hereof, neither such Stockholder, nor any of its respective properties or assets is subject to any order, writ, judgment, injunction, decree, determination or award that would prevent or delay the consummation of the transactions contemplated hereby's obligations hereunder. (f) Such Stockholder understands and acknowledges that ▇▇▇▇▇ is entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement.

Representations and Warranties of the Stockholders. Each of the Stockholders hereby Stockholder represents and warrants to ▇▇▇▇▇, severally and not jointly, the Company as follows: (a) Such a. Stockholder is the beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and unless otherwise indicated, the record owner holder of the number of shares of Yuma Common Stock and Yuma Preferred Stock (as may be adjusted from time to time pursuant to Section 5 hereof, the “Shares”) set forth opposite next to such Stockholder’s name on Schedule Exhibit A. b. Stockholder has not transferred, assigned, pledged or hypothecated, in whole or in part, such Stockholder’s shares of Common Stock or granted any interest therein or thereto. c. Stockholder understands that the Series A Preferred Stock is not presently registered. d. Stockholder acknowledges that the Series A Preferred Stock must be held indefinitely unless such Series A Preferred Stock is converted into shares of Common Stock pursuant to this Agreement the terms of the Certificate of Designation and such Shares represent all shares of Common Stock are subsequently registered under the Act or unless an exemption from such registration is available. e. Stockholder acknowledges that such Stockholder has had the opportunity to ask questions of, and receive answers from the Company or any person acting on Stockholder’s behalf concerning the Company and its business and to obtain any additional information, to the extent possessed by the Company (or to the extent it could have been acquired by the Company without unreasonable effort or expense) necessary to verify the accuracy of the shares of Yuma Common Stock information received by Stockholder. In connection therewith, Stockholder acknowledges that Stockholder has had the opportunity to discuss the Company’s business, management and Yuma Preferred Stock beneficially owned by such financial affairs with the Company’s management or any person acting on its behalf. Each Stockholder as of the date hereof. For purposes of has received and reviewed this Agreement, and all the term “Shares” shall include any shares of Yuma Common Stock information, both written and Yuma Preferred Stock issuable to oral, that such Stockholder desires. Without limiting the generality of the foregoing, Stockholder has been furnished with or has had the opportunity to acquire, and to review, all information, both written and oral, that such Stockholder desires with respect to the Company’s business, management, financial affairs and prospects. In determining whether to enter into this Agreement, Stockholder has relied solely on such Stockholder’s own knowledge and understanding of the Company and its business based upon exercise such Stockholder’s own due diligence investigations and the information furnished pursuant to this paragraph. Stockholder understands that no person has been authorized to give any information or conversion of to make any existing right, contract, option, or warrant representations which were not furnished pursuant to purchase, or securities convertible into or exchangeable for, Yuma Common Stock or Yuma Preferred Stock, as the case may be (“this paragraph and Stockholder Rights”) that are currently exercisable or convertible or become exercisable or convertible and has not relied on any other shares of Yuma Common Stock representations or Yuma Preferred Stock such Stockholder may acquire or beneficially own during the term of this Agreementinformation. (b) Such f. Stockholder has all requisite organizational legal and other power and authority and, if an individual, the legal capacity, to execute and deliver this Agreement and to carry out and perform its Stockholder’s obligations contemplated herebyunder the terms of this Agreement. This Agreement has been validly executed and delivered by such Stockholder and, assuming that this Agreement constitutes the legal, a valid and legally binding obligation of ▇▇▇▇▇ and the other parties hereto, constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms (except insofar as enforceability may be limited by applicable terms, and subject to laws of general application relating to bankruptcy, insolvencyinsolvency and the relief of debtors and rules of law governing specific performance, reorganizationinjunctive relief or other general principals of equity, moratorium whether such enforcement is considered in a proceeding in equity or similar laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies)law. (c) The execution g. Stockholder has carefully considered and delivery has discussed with Stockholder’s professional legal, tax, accounting and financial advisors, to the extent Stockholder has deemed necessary, the suitability of this investment and the transactions contemplated by this Agreement for Stockholder’s particular federal, state, local and foreign tax and financial situation and has determined that this investment and the transactions contemplated by this Agreement are a suitable investment for Stockholder. Stockholder relies solely on such advisors and not on any statements or representations of the Company or any of its agents. Stockholder does notunderstands that Stockholder (and not the Company) shall be responsible for Stockholder’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. h. There are no actions, suits, proceedings or investigations pending against the Stockholder or Stockholder’s properties before any court or governmental agency (nor, to Stockholder’s knowledge, is there any threat thereof) which would impair in any way Stockholder’s ability to enter into and fully perform Stockholder’s commitments and obligations under this Agreement or the transactions contemplated hereby. i. The execution, delivery and performance of and compliance with this Agreement, and the performance issuance of this Agreement by such Stockholder the Series A Preferred Stock will notnot result in any material violation of, (i) if such Stockholder is or conflict with, or constitute a corporation or limited liability companymaterial default under, conflict with the certificate or any of Stockholder’s articles of incorporation, certificate bylaws, articles of organization/formation or limited liability company agreement or bylawsoperating agreement, if applicable, or similar organizational documents any of such Stockholder as presently in effect (in the case of a Stockholder that is a legal entity), (ii) conflict with or violate any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such Stockholder or by which it is bound or affected, (iii)(A) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, (B) give to any other person any rights of termination, amendment, acceleration or cancellation of, or (C) Stockholder’s material agreements nor result in the creation of any mortgage, pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever upon charge against any of the Stockholder’s assets or properties or assets the Series A Preferred Stock. j. Stockholder recognizes that no federal, state or foreign agency has recommended or endorsed the purchase of the Stockholder under, any agreement, contract, indenture, note or instrument to which such Stockholder is a party or by which it is bound or affected, except for such breaches, defaults or other occurrences that would not prevent or materially delay the performance by such Stockholder of any of such Stockholder’s obligations under this Agreement, or (iv) except for applicable requirements, if any, of the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”), the New York Stock Exchange Market (the “NYSE”) or the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), require any filing by such Stockholder with, or any permit, authorization, consent or approval of, any governmental or regulatory authority, except where the failure to make such filing or obtain such permit, authorization, consent or approval would not prevent or materially delay the performance by the Stockholder of any of such Stockholder’s obligations under this AgreementSeries A Preferred Stock. (d) The Shares and k. In addition, the certificates representing the Shares owned Series A Preferred Stock or Common Stock issuable upon conversion of the Series A Preferred Stock, and any and all securities issued in replacement thereof or in exchange therefor, shall bear such legend as may be required by the securities laws of the jurisdiction in which Stockholder resides. 1. Stockholder acknowledges that Stockholder has such knowledge and experience in financial and business matters that such Stockholder are now is capable of evaluating the merits and at all times during risks of an investment in the term hereof will be held by such Stockholder, or by a nominee or custodian for Series A Preferred Stock and the benefit of such Stockholder, free and clear of all pledges, liens, charges, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except for any such encumbrances or proxies arising hereunder or under applicable federal and state securities laws or under the agreements set forth on Schedule B hereto. Such Stockholder owns of record or beneficially no shares of Yuma Common Stock or Yuma issuable upon conversion of the Series A Preferred Stock other than such Stockholder’s Shares as set forth on Exhibit B. (e) As and of the date hereof, neither such Stockholder, nor any of its respective properties or assets is subject to any order, writ, judgment, injunction, decree, determination or award that would prevent or delay the consummation of the transactions contemplated herebymaking an informed investment decision. (f) Such Stockholder understands and acknowledges that ▇▇▇▇▇ is entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement.

Representations and Warranties of the Stockholders. Each of the Stockholders Stockholder hereby represents and warrants to ▇▇▇▇▇, severally and not jointly, Parent as follows, solely with respect to himself: (a) Such Stockholder is the beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and unless otherwise indicated, the record owner of the shares of Yuma Common Stock and Yuma Preferred Stock (as may be adjusted from time to time pursuant to Section 5 hereof, the “Shares”) set forth opposite such Stockholder’s name on Schedule A to this Agreement and such Shares represent all of the shares of Yuma Common Stock and Yuma Preferred Stock beneficially owned by such Stockholder as of the date hereof. For purposes of this Agreement, the term “Shares” shall include any shares of Yuma Common Stock and Yuma Preferred Stock issuable to such Stockholder upon exercise or conversion of any existing right, contract, option, or warrant to purchase, or securities convertible into or exchangeable for, Yuma Common Stock or Yuma Preferred Stock, as the case may be (“Stockholder Rights”) that are currently exercisable or convertible or become exercisable or convertible and any other shares of Yuma Common Stock or Yuma Preferred Stock such Stockholder may acquire or beneficially own during the term of this Agreement. (b) Such Stockholder has all requisite organizational necessary power and authority and, if an individual, the legal capacity, to execute and deliver this Agreement and to perform its their respective obligations contemplated herebyhereunder. This Agreement If Stockholder is an individual, Stockholder has been validly executed the legal capacity to execute and delivered by such deliver this Agreement. If Stockholder andis an entity, assuming that this Agreement constitutes the legal, valid and binding obligation of ▇▇▇▇▇ and the other parties hereto, constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies). (c) The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, (i) if such Stockholder is a corporation or limited liability company, conflict with the certificate or articles of incorporation, certificate of formation or limited liability company agreement or bylaws, or similar organizational documents of such Stockholder as presently in effect (in the case of a Stockholder that is a legal entity), (ii) conflict with or violate any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such Stockholder or by which it is bound or affected, (iii)(A) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, (B) give to any other person any rights of termination, amendment, acceleration or cancellation of, or (C) result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever upon any of the properties or assets of the Stockholder under, any agreement, contract, indenture, note or instrument to which such Stockholder is a party or by which it is bound or affected, except for such breaches, defaults or other occurrences that would not prevent or materially delay the performance by such Stockholder of any of such Stockholder’s obligations under this Agreement, or (iv) except for applicable requirements, if any, of the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”), the New York Stock Exchange Market (the “NYSE”) or the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), require any filing by such Stockholder with, or any permit, authorization, consent or approval of, any governmental or regulatory authority, except where the failure to make such filing or obtain such permit, authorization, consent or approval would not prevent or materially delay Agreement and the performance by the Stockholder of any its obligations hereunder have been duly and validly authorized by the Board of such Stockholder’s obligations under this Agreement. (d) The Shares Directors of Stockholder or other governing body and no other corporate or other proceedings on the certificates representing the Shares owned by such part of Stockholder are now and at all times during necessary to authorize the term hereof will be held by such Stockholderexecution, delivery or by a nominee performance of this Agreement or custodian for the benefit of such Stockholder, free and clear of all pledges, liens, charges, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except for any such encumbrances or proxies arising hereunder or under applicable federal and state securities laws or under the agreements set forth on Schedule B hereto. Such Stockholder owns of record or beneficially no shares of Yuma Common Stock or Yuma Preferred Stock other than such Stockholder’s Shares as set forth on Exhibit B. (e) As of the date hereof, neither such Stockholder, nor any of its respective properties or assets is subject to any order, writ, judgment, injunction, decree, determination or award that would prevent or delay the consummation of the transactions contemplated hereby. (fb) Such This Agreement has been duly and validly executed and delivered by Stockholder understands and, assuming the due authorization, execution and acknowledges that ▇▇▇▇▇ delivery hereof by Parent, constitutes a valid and binding obligation of Stockholder, enforceable against it in accordance with its terms (subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally and general equitable principles (whether considered in a proceeding in equity or at law)). (c) Stockholder is entering into the Merger Agreement in reliance upon record and Beneficial Owner of all of the Owned Shares indicated opposite such Stockholder’s 's name on Schedule I hereto, which constitute all of the Owned Shares Beneficially Owned by such Stockholder, free and clear of all liens, pledges, charges, claims, security interests and other encumbrances. Other than as provided in this Agreement and applicable securities laws, there are no restrictions on the voting rights or right of disposition pertaining to such Owned Shares. (d) Neither the execution and delivery of this AgreementAgreement nor the consummation by the Stockholder of the transactions contemplated hereby will conflict with or constitute a violation of or default under any contract, commitment, agreement, arrangement or restriction of any kind to which Stockholder is a party or by which Stockholder is bound.

Representations and Warranties of the Stockholders. Each of the Stockholders hereby Stockholder, as to such Stockholder only, represents and warrants to ▇▇▇▇▇, severally and not jointly, Teleglobe as follows: (a) Schedule I sets forth, opposite such Stockholder's name, the number and type of Shares of which such Stockholder is the record or beneficial owner. Such Stockholder is the beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and unless otherwise indicated, the record lawful owner of the shares such Shares, free and clear of Yuma Common Stock all liens, charges, options, rights, encumbrances, stockholders agreements, voting agreements, agreements to transfer or otherwise dispose of such Shares and Yuma Preferred Stock (as may be adjusted from time to time pursuant to Section 5 hereofcommitments of every kind, the “Shares”) set forth opposite such Stockholder’s name on Schedule A to other than this Agreement and as disclosed in Schedule I and has the sole power to vote (or cause to be voted) the Shares as set forth in this Agreement and the Consent. Except as set forth on such Shares represent all Schedule I, neither such Stockholder nor any of the its Affiliates owns or holds any rights to acquire any additional shares of Yuma Common Stock and Yuma Preferred Stock beneficially owned by such Stockholder as of the date hereof. For purposes of this Agreement, the term “Shares” shall include any shares of Yuma Common Stock and Yuma Preferred Stock issuable to such Stockholder upon exercise or conversion of any existing right, contract, option, or warrant to purchase, or securities convertible into or exchangeable for, Yuma Company Common Stock or Yuma Preferred Stock, as other securities of the case may be (“Stockholder Rights”) that are currently exercisable Company or convertible any interest therein or become exercisable or convertible and any other voting rights with respect to any additional shares of Yuma Company Common Stock or Yuma Preferred Stock any other securities of the Company. (b) This Agreement and the Consent each have been duly executed and delivered by a duly authorized officer of such Stockholder may acquire or beneficially own during or, if the term of Stockholder is a natural person, the Stockholder has the legal capacity to execute this Agreement. (bc) Such Stockholder has all requisite organizational power and authority and, if an individual, the legal capacity, to execute and deliver this This Agreement and to perform its obligations contemplated hereby. This Agreement has been validly executed and delivered by such Stockholder and, assuming that this Agreement constitutes the legal, Consent constitute the valid and binding obligation of ▇▇▇▇▇ and the other parties hereto, constitutes the legal, valid and binding obligation bind- ing agreements of such Stockholder, enforceable against such Stockholder in accordance with its terms (their terms, except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or and similar laws relating to or affecting creditors’ rights generally, creditors generally by general equity principles (regardless of whether enforceability is considered in a proceeding in equity or at law) or by principles governing the availability an implied covenant of equitable remedies)good faith and fair dealing. (cd) The execution and delivery of this Agreement and the Consent by such Stockholder does notnot violate or breach, and will not give rise to any violation or breach, of such Stockholder's charter, by-laws, trust instrument or partnership agreement, to the performance of this Agreement by such Stockholder extent applicable or, except as will not, (i) if such Stockholder is a corporation or limited liability company, conflict with not materially impair the certificate or articles of incorporation, certificate of formation or limited liability company agreement or bylaws, or similar organizational documents ability of such Stockholder as presently in effect (in to effectuate, carry out or comply with all of the case terms of a Stockholder that is a legal entity)this Agreement, (ii) conflict with any Law, third party consent, Governmental Entity approval or violate any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Contract by which such Stockholder or by which it is bound its assets or affected, (iii)(A) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, (B) give to any other person any rights of termination, amendment, acceleration or cancellation of, or (C) result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever upon any of the properties or assets of the Stockholder under, any agreement, contract, indenture, note or instrument to which such Stockholder is a party or by which it is bound or affected, except for such breaches, defaults or other occurrences that would not prevent or materially delay the performance by such Stockholder of any of such Stockholder’s obligations under this Agreement, or (iv) except for applicable requirements, if any, of the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”), the New York Stock Exchange Market (the “NYSE”) or the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), require any filing by such Stockholder with, or any permit, authorization, consent or approval of, any governmental or regulatory authority, except where the failure to make such filing or obtain such permit, authorization, consent or approval would not prevent or materially delay the performance by the Stockholder of any of such Stockholder’s obligations under this Agreementmay be bound. (d) The Shares and the certificates representing the Shares owned by such Stockholder are now and at all times during the term hereof will be held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all pledges, liens, charges, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except for any such encumbrances or proxies arising hereunder or under applicable federal and state securities laws or under the agreements set forth on Schedule B hereto. Such Stockholder owns of record or beneficially no shares of Yuma Common Stock or Yuma Preferred Stock other than such Stockholder’s Shares as set forth on Exhibit B. (e) As of the date hereof, neither such Stockholder, nor any of its respective properties or assets is subject to any order, writ, judgment, injunction, decree, determination or award that would prevent or delay the consummation of the transactions contemplated hereby. (f) Such Stockholder understands and acknowledges that ▇▇▇▇▇ is entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement.

Representations and Warranties of the Stockholders. Each of the Stockholders hereby -------------------------------------------------- Stockholder represents and warrants to ▇▇▇▇▇, severally Globespan and not jointly, Sub as follows: (a) Such If such Stockholder is the beneficial owner (within the meaning of Rule 13d-3 a corporation, limited liability company, partnership or trust, such Stockholder has been duly organized and is validly existing and in good standing under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and unless otherwise indicated, the record owner laws of the shares jurisdiction of Yuma Common Stock and Yuma Preferred Stock (as may be adjusted from time to time pursuant to Section 5 hereof, the “Shares”) set forth opposite such Stockholder’s name on Schedule A to this Agreement and such Shares represent all of the shares of Yuma Common Stock and Yuma Preferred Stock beneficially owned by such Stockholder as of the date hereof. For purposes of this Agreement, the term “Shares” shall include any shares of Yuma Common Stock and Yuma Preferred Stock issuable to such Stockholder upon exercise or conversion of any existing right, contract, option, or warrant to purchase, or securities convertible into or exchangeable for, Yuma Common Stock or Yuma Preferred Stock, as the case may be (“Stockholder Rights”) that are currently exercisable or convertible or become exercisable or convertible and any other shares of Yuma Common Stock or Yuma Preferred Stock such Stockholder may acquire or beneficially own during the term of this Agreementits organization. (b) Such If such Stockholder is a corporation, limited liability company, partnership or trust, such Stockholder has all requisite organizational necessary corporate power and authority andto enter into this Agreement, if an individual, the legal capacity, to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. , and the execution, delivery and performance of this Agreement by such Stockholder and the consummation by such Stockholder of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of such Stockholder. (c) This Agreement has been validly duly executed and delivered by such Stockholder andand (assuming the valid authorization, assuming that execution and delivery of this Agreement constitutes the legal, valid by Globespan and binding obligation of ▇▇▇▇▇ and the other parties hereto, constitutes the legal, Sub) is a valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms (terms, except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ ' rights generally, generally and general equitable principles (whether considered in a proceeding in equity or by principles governing the availability of equitable remediesat law). (cd) The execution and delivery of this Agreement by such Stockholder does do not, and the performance of this Agreement by such Stockholder will not, (i) if such Stockholder is a corporation or corporation, limited liability company, partnership or trust, conflict with or violate the certificate or articles of incorporation, certificate of formation or limited liability company agreement or bylaws, or similar organizational documents of such Stockholder as presently in effect (in the case of a Stockholder that is a legal entity)Stockholder, (ii) conflict with or violate any judgment, order, decree, statute, law, ordinancerule, rule regulation or regulation order applicable to such Stockholder or by which it any of such Stockholder's properties is bound bound, or affected(iii) conflict with, (iii)(A) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, (B) or give to any other person others any rights of termination, amendment, acceleration or cancellation of, or (C) require payment under, or result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever upon any of lien on the properties or assets of the such Stockholder underpursuant to, any agreementnote, bond, mortgage, indenture, contract, indentureagreement, note lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which it such Stockholder or any of its properties is bound or affectedbound, except for such breaches, defaults or other occurrences any thereof that would not prevent result in the imposition of a lien on such Stockholder's Shares or materially delay impair the ability of such Stockholder to perform its obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. (e) The execution and delivery of this Agreement by such Stockholder does not, and the performance by such Stockholder of any of such Stockholder’s 's obligations under this Agreementhereunder will not, require such Stockholder to obtain any consent, approval, authorization or permit of, or (iv) except for applicable requirements, if any, of the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”), the New York Stock Exchange Market (the “NYSE”) or the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), require to make any filing by such Stockholder with, with or any permit, authorization, consent or approval ofnotification to, any governmental or regulatory authority, except where the failure to make such filing or obtain such permit, authorization, consent or approval would not prevent or materially delay the performance by the Stockholder of any of such Stockholder’s obligations under this Agreement. (d) The Shares and the certificates representing the Shares owned by such Stockholder are now and at all times during the term hereof will be held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all pledges, liens, charges, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoeverGovernmental Entity, except for any such encumbrances or proxies arising hereunder or under applicable federal and state securities laws or under an amendment to the agreements set forth Statement on Schedule B hereto. Such 13D filed by, among others, such Stockholder owns of record or beneficially no shares of Yuma Common Stock or Yuma Preferred Stock other than such Stockholder’s Shares as set forth on Exhibit B. (e) As of the date hereof, neither such Stockholder, nor any of its respective properties or assets is subject with respect to any order, writ, judgment, injunction, decree, determination or award that would prevent or delay the consummation of the transactions contemplated herebyVirata. (f) Such Stockholder understands and acknowledges that ▇▇▇▇▇ There is entering into no suit, action, investigation or proceeding pending or, to the Merger Agreement in reliance upon knowledge of such Stockholder’s execution , threatened against such Stockholder at law or in equity before or by any Governmental Entity that could reasonably be expected to materially impair the ability of such Stockholder to perform its obligations hereunder on a timely basis, and delivery there is no agreement, commitment or law to which such Stockholder is subject that could reasonably be expected to materially impair the ability of such Stockholder to perform its obligations hereunder on a timely basis. (g) Except as set forth on Schedule I hereto or as otherwise provided herein, (i) such Stockholder's Existing Shares are owned beneficially and of record by such Stockholder; (ii) such Stockholder has not appointed or granted any proxy which is still effective with respect to any Shares other than as provided in this Agreement; and (iii) such Stockholder has sole voting power and sole power of disposition with respect to all of such Stockholder's Existing Shares, with no restrictions on such Stockholder's rights of disposition pertaining thereto. The Existing Shares constitute all of the shares of Virata Common Stock owned of record or beneficially by such Stockholder. All of the Existing Shares are issued and outstanding and, except as listed on Schedule 1 and except for the preferred stock purchase rights associated with such Existing Shares, such Stockholder does not own, of record or beneficially, any warrants, options, convertible securities or other rights to acquire any shares of Virata Common Stock.

Representations and Warranties of the Stockholders. Each of the Stockholders Stockholder hereby represents and warrants to ▇▇▇▇▇Parent, severally and not jointly, as followsset forth below: (a) Such Stockholder is the record and beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and unless otherwise indicated, the record owner of the shares of Yuma Company Common Stock and Yuma Preferred set forth opposite his or its name on Schedule 1 to this Agreement (such shares of Company Common Stock, together with any Company Common Stock (acquired by the Stockholder after the date of this Agreement, whether upon the exercise of Company Options or otherwise, all as may be adjusted from time to time pursuant to Section 5 8 hereof, the “"Shares”) "). Schedule 1 lists separately all Company Options issued to such Stockholder. Such Stockholder is the record and beneficial owner of the Company Options set forth opposite such Stockholder’s 's name on Schedule A 1 to this Agreement and such Shares represent all of the shares of Yuma Common Stock and Yuma Preferred Stock beneficially owned by such Stockholder as of the date hereof. For purposes of this Agreement, the term “Shares” shall include any shares of Yuma Common Stock and Yuma Preferred Stock issuable to such Stockholder upon exercise or conversion of any existing right, contract, option, or warrant to purchase, or securities convertible into or exchangeable for, Yuma Common Stock or Yuma Preferred Stock, as the case may be (“Stockholder Rights”) that are currently exercisable or convertible or become exercisable or convertible and any other shares of Yuma Common Stock or Yuma Preferred Stock such Stockholder may acquire or beneficially own during the term of this Agreement. (b) Such Stockholder has voting power, power of disposition, and power to agree to all requisite organizational power of the matters regarding such Stockholder set forth in this Agreement, in each case with respect to all of the Shares. Such Stockholder is not the record or beneficial owner of any securities of the Company on the date hereof other than the Shares set forth on Schedule 1 and authority andthe Company Options, if an individualany, specified in Schedule 1. (c) Such Stockholder has the legal capacity, capacity to execute and deliver this Agreement and to perform its obligations consummate the transactions contemplated hereby. hereby regarding such Stockholder. (d) This Agreement has been validly executed and delivered by such Stockholder and, assuming that this Agreement constitutes the legal, valid and binding obligation of ▇▇▇▇▇ and the other parties hereto, constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms terms, except (except insofar i) as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar and other laws of general application affecting enforcement of creditors’ ' rights generally, or by principles governing and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable remedies)relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. (ce) The Neither the execution and delivery of this Agreement by such Stockholder does notnor the consummation of the transactions contemplated hereby will result in a violation of, and the performance or a default under, or conflict with, any material contract, trust, or agreement, or restriction of this Agreement by such Stockholder will not, (i) if any kind to which such Stockholder is a corporation party or limited liability company, conflict with by which such Stockholder or his Shares are bound. The consummation of the certificate or articles of incorporation, certificate of formation or limited liability company agreement or bylawstransactions contemplated hereby will not violate, or similar organizational documents require any consent, approval, or notice (except those required under applicable securities laws) under, any provision of such Stockholder as presently in effect (in the case of a Stockholder that is a legal entity), (ii) conflict with or violate any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such Stockholder. (f) In the case of any Stockholder that is a corporation, limited partnership or by limited liability company, such Stockholder is an entity duly organized and validly existing under the laws of the jurisdiction in which it is bound incorporated or affectedconstituted, (iii)(A) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, (B) give to any other person any rights of termination, amendment, acceleration or cancellation of, or (C) result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever upon any of the properties or assets of the Stockholder under, any agreement, contract, indenture, note or instrument to which and each such Stockholder is a party or by which it is bound or affected, except for such breaches, defaults or other occurrences that would not prevent or materially delay has all requisite power and authority to execute and deliver this Agreement and to consummate the performance by such Stockholder of any of transactions contemplated hereby regarding such Stockholder’s obligations under this Agreement, or (iv) except for applicable requirementsand has taken all necessary corporate action to authorize the execution, if any, delivery and performance of the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”), the New York Stock Exchange Market (the “NYSE”) or the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), require any filing by such Stockholder with, or any permit, authorization, consent or approval of, any governmental or regulatory authority, except where the failure to make such filing or obtain such permit, authorization, consent or approval would not prevent or materially delay the performance by the Stockholder of any of such Stockholder’s obligations under this Agreement. (dg) The Shares and the certificates representing the Shares owned by such Stockholder are now and at all times during the term hereof will be held by such Stockholder, Stockholder or by a nominee or custodian for the benefit of such Stockholder, free and clear of all pledges, liens, charges, claims, security interests, proxies, voting trusts trusts, as amended, or agreements, options, rights, understandings or arrangements or any other encumbrances whatsoeverwhatsoever on title, transfer, or exercise of any rights of a Stockholder in respect of such Shares (collectively, "ENCUMBRANCES"), except for any such encumbrances or proxies Encumbrances arising hereunder or under applicable federal and state securities laws that are otherwise de minimis in nature. (h) Each Stockholder whose Shares or Company Options are subject to community property interests under the agreements set forth on Schedule B hereto. Such Stockholder owns laws of record or beneficially no shares any relevant jurisdiction has agreed to have executed and delivered to Parent, such consents, waivers and approvals as are necessary for the execution of Yuma Common Stock or Yuma Preferred Stock other than such Stockholder’s Shares as set forth on Exhibit B. (e) As of this Agreement and the date hereof, neither such Stockholder, nor any of its respective properties or assets is subject to any order, writ, judgment, injunction, decree, determination or award that would prevent or delay the approval and consummation of the transactions contemplated herebyhereby regarding such Stockholder. (fi) Reliance by Parent and Purchaser. Such Stockholder understands and acknowledges that ▇▇▇▇▇ is Parent and Purchaser are entering into the Merger Agreement in reliance upon such Stockholder’s 's execution and delivery of this Agreement.

Representations and Warranties of the Stockholders. Each of the Stockholders hereby represents and warrants to ▇▇▇▇▇hereby, severally and not jointly, represents and warrants to Purchaser, as to itself and not any other Stockholder, as follows: (a) Such Stockholder (i) has received and reviewed a copy of the Strategic Agreement and all Exhibits thereto and consents to the transactions contemplated therein, and (ii) understands and acknowledges that Purchaser is entering into the Strategic Agreement in reliance upon the Stockholder’s execution and delivery of this Agreement. (b) Such Stockholder is the beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and unless otherwise indicated, the record owner of the shares of Yuma Common Stock and Yuma Preferred and/or Common Stock Equivalents (as may be adjusted from time to time pursuant to Section 5 4 hereof, the “Shares”) set forth opposite such Stockholder’s name on Schedule A to this Agreement and such Shares represent all of the shares of Yuma Common Stock and Yuma Preferred Stock beneficially owned by such Stockholder as of the date hereofAgreement. For purposes of this Agreement, the term “Shares” shall include any shares of Yuma Common Stock and Yuma Preferred Stock issuable to such Stockholder upon exercise or conversion of any existing right, contract, option, or warrant to purchase, or securities convertible into or exchangeable for, Yuma Common Stock or Yuma Preferred Stock, as the case may be (“Stockholder Rights”) that are currently exercisable or convertible or may in the future become exercisable or convertible and any other shares of Yuma Common Stock or Yuma Preferred Stock such Stockholder may acquire or beneficially own during the term of this Agreement. (bc) Such Stockholder has all requisite organizational power and authority and, if an individual, the legal capacity, to execute and deliver this Agreement and to perform its obligations consummate the transactions contemplated hereby. This Agreement has been validly executed and delivered by such Stockholder and, assuming that this Agreement constitutes the legal, valid and binding obligation of ▇▇▇▇▇ and the other parties heretoPurchaser, constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies). (c) The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, (i) if such Stockholder is a corporation or limited liability company, conflict with the certificate or articles of incorporation, certificate of formation or limited liability company agreement or bylaws, or similar organizational documents of such Stockholder as presently in effect (in the case of a Stockholder that is a legal entity), (ii) conflict with or violate any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such Stockholder or by which it is bound or affected, (iii)(A) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, (B) give to any other person any rights of termination, amendment, acceleration or cancellation of, or (C) result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever upon any of the properties or assets of the Stockholder under, any agreement, contract, indenture, note or instrument to which such Stockholder is a party or by which it is bound or affected, except for such breaches, defaults or other occurrences that would not prevent or materially delay the performance by such Stockholder of any of such Stockholder’s obligations under this Agreement, or (iv) except for applicable requirements, if any, of the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”), the New York Stock Exchange Market (the “NYSE”) or the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), require any filing by such Stockholder with, or any permit, authorization, consent or approval of, any governmental or regulatory authority, except where the failure to make such filing or obtain such permit, authorization, consent or approval would not prevent or materially delay the performance by the Stockholder of any of such Stockholder’s obligations under this Agreement. (d) The Shares and the certificates representing the Shares owned by such Stockholder are now and at all times during the term hereof will be held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all pledges, liens, charges, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except for any such encumbrances or proxies arising hereunder or under applicable federal and state securities laws or under the agreements set forth on Schedule B hereto. Such Stockholder owns of record or beneficially no shares of Yuma Common Stock or Yuma Preferred Stock other than such Stockholder’s Shares as set forth on Exhibit B. (e) As of the date hereof, neither such Stockholder, nor any of its respective properties or assets is subject to any order, writ, judgment, injunction, decree, determination or award that would prevent or delay the consummation of the transactions contemplated hereby. (f) Such Stockholder understands and acknowledges that ▇▇▇▇▇ is entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement.

Representations and Warranties of the Stockholders. Each of the Stockholders hereby Stockholder represents and warrants to ▇▇▇▇▇, severally and not jointly, the Company as follows: (a) Such As of the date hereof, such Stockholder is the beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) legal and unless otherwise indicated, the record owner Beneficial Owner of the shares number of Yuma Common Stock and Yuma Preferred Stock (as may be adjusted from time to time pursuant to Section 5 hereof, the “Shares”) Shares set forth opposite such Stockholder’s name on Schedule A hereto (which includes the Purchased Shares and warrants to purchase Shares), which Shares represent the only shares of capital stock of the Company legally or Beneficially Owned by the Stockholder or that the Stockholder has voting power over. Except as set forth on Schedule A, such Stockholder is not a party to any contract or agreement and owns no warrants, options or rights to purchase, subscribe for or otherwise acquire any securities of the Company. No person not a signatory to this Agreement and such Shares represent all has a beneficial interest in or a right to acquire or vote any of the shares of Yuma Common Stock Shares. The Shares are, and Yuma Preferred Stock beneficially owned by such Stockholder as of the date hereof. For purposes of this Agreementany Additional Shares will be, the term “Shares” shall include any shares of Yuma Common Stock free and Yuma Preferred Stock issuable to such Stockholder upon exercise or conversion clear of any existing rightlien, contractcharge, optionclaim, security interest, proxy, power of attorney, encumbrance, voting trust or agreement, understanding or arrangement of whatever nature that would adversely affect, or warrant be inconsistent or interfere with, such Stockholder’s ability to purchase, vote the Voting Shares in accordance with Section 1(a) above or securities convertible into or exchangeable for, Yuma Common Stock or Yuma Preferred Stock, as such Stockholder’s ability to grant and the case may be (“Stockholder Rights”) that are currently exercisable or convertible or become exercisable or convertible Board of Directors’ ability to exercise the irrevocable proxy and any other shares power of Yuma Common Stock or Yuma Preferred Stock such Stockholder may acquire or beneficially own during the term of this Agreementattorney pursuant to Section 2 above. (b) Such Stockholder has all requisite organizational power power, capacity and authority and, if an individualto enter into and perform this Agreement. If this Agreement is being executed in a representative or fiduciary capacity, the legal capacity, to execute and deliver person signing this Agreement has full power, capacity and authority to enter into and perform its obligations contemplated herebythis Agreement. This Agreement has been validly duly executed and delivered by such Stockholder and, assuming that this Agreement and constitutes the legal, valid and binding obligation of ▇▇▇▇▇ and the other parties hereto, constitutes the legal, a valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms (except insofar as enforceability may be limited by terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and similar laws affecting creditors’ rights and remedies generally, or by and to general principles governing the availability of equitable remedies)equity. (c) The execution execution, delivery and delivery of this Agreement performance by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, Agreement: (i) if is within such Stockholder is a corporation or Stockholder’s powers, has been duly authorized by all necessary corporate, partnership, limited liability companypartnership, conflict with the certificate or articles of incorporation, certificate of formation or limited liability company agreement or bylaws, or other similar organizational documents action and requires no further action on the part of such Stockholder as presently in effect (in the case of a Stockholder that is a legal entity), order to be properly authorized; (ii) conflict with or violate any judgmentdoes not and will not violate, orderbreach, decree, statute, law, ordinance, rule or regulation applicable to such Stockholder or by which it is bound or affected, (iii)(A) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, (B) conflict with, require a consent or waiver under or give rise to any other person any rights a right of termination, amendment, cancellation or acceleration with respect to: (A) any contract or cancellation of, or (C) result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever upon any of the properties or assets of the Stockholder under, any agreement, contract, indenture, note or instrument agreement to which such Stockholder is a party or by which it is bound such Stockholder’s assets are bound; (B) any statute, rule or affectedregulation applicable to such Stockholder; or (C) any judgment, injunction, order or decree binding on such Stockholder; except for such violations, breaches, conflicts or defaults or other occurrences that would not prevent not, individually or materially delay in the performance by such Stockholder of any of aggregate, have a material adverse effect on such Stockholder’s obligations under this Agreement, ability to vote the Shares in accordance with Section 1(a) above or (iv) except for applicable requirements, if any, of the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”), the New York Stock Exchange Market (the “NYSE”) or the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), require any filing by such Stockholder with, or any permit, authorization, consent or approval of, any governmental or regulatory authority, except where the failure to make such filing or obtain such permit, authorization, consent or approval would not prevent or materially delay the performance by the Stockholder of any of such Stockholder’s obligations under this Agreementability to grant and the Board of Directors’ ability to exercise the irrevocable proxy and power of attorney pursuant to Section 2 above; and (iii) does not and will not result in the imposition of any lien, charge, claim, security interest or encumbrance on the Shares that would adversely affect, or be inconsistent or interfere with such Stockholder’s ability to vote the Shares in accordance with Section 1(a) above or such Stockholder’s ability to grant and the Board of Directors’ ability to exercise the irrevocable proxy and power of attorney pursuant to Section 2 above. (d) The Shares and Such Stockholder is not aware or in possession of any material non-public information concerning the certificates representing Company, any of the Shares owned by such Stockholder are now and at all times during Company’s subsidiaries, the term hereof will be held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all pledges, liens, charges, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements Company’s business or any other encumbrances whatsoever, except for any such encumbrances or proxies arising hereunder or under applicable federal and state securities laws or under of the agreements set forth on Schedule B hereto. Such Stockholder owns of record or beneficially no shares of Yuma Common Stock or Yuma Preferred Stock other than such StockholderCompany’s Shares as set forth on Exhibit B.projects. (e) As The representations and warranties contained in this Agreement are accurate in all respects as of the date hereof, neither such Stockholder, nor any of its respective properties or assets is subject to any order, writ, judgment, injunction, decree, determination or award that would prevent or delay the consummation of the transactions contemplated hereby. (f) Such Stockholder understands and acknowledges that ▇▇▇▇▇ is entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement.

Representations and Warranties of the Stockholders. Each of the Stockholders Stockholder hereby represents and warrants to ▇▇▇▇▇the Parent and the Purchaser, severally and not jointlyseverally, as follows: (a) Such As of the date hereof, each Stockholder is the record and beneficial owner (within the meaning as defined by Rule 13d-3, referred to herein as a “beneficial owner”) of Rule 13d-3 under the Securities Exchange Act and has good and marketable title to: (a) that number of 1934, as amended (the “Exchange Act”)) and unless otherwise indicated, the record owner of the shares of Yuma Common Stock and Yuma Preferred Restricted Shares with any voting rights (subject to any vesting, repurchase or other lapse restrictions with respect to such Restricted Shares) set forth opposite such Stockholder’s name on Schedule I hereto (said Common Stock (and Restricted Shares, together with any voting shares of Company stock acquired by such Stockholder after the date of this Agreement, whether upon the exercise of Options or warrants to purchase shares of Common Stock or otherwise, all as may be adjusted from time to time pursuant to Section 5 hereof, hereof (the “Shares”), and (b) Options and warrants to purchase that number of shares of Common Stock set forth opposite such Stockholder’s name on Schedule A to this Agreement and such Shares represent I hereto. Schedule I lists separately for each Stockholder all of the shares of Yuma Common Stock Shares, Options and Yuma Preferred Stock warrants beneficially owned (as defined by Rule 13d-3, referred to herein as “beneficially owned” or as “beneficial ownership”) by such Stockholder as of Stockholder. Other than the date hereof. For purposes of this AgreementShares set forth opposite such Stockholder’s name on Schedule I hereto, the term “Shares” shall include any shares of Yuma Common Stock and Yuma Preferred Stock issuable to such Stockholder upon exercise does not beneficially own or conversion of hold any existing rightother Shares, contractOptions, option, or warrant to purchasewarrants, or securities convertible into exercisable, convertible, or exchangeable for, Yuma into Common Stock or Yuma Preferred Stock, as the case may be (“Stockholder Rights”) that are currently exercisable or convertible or become exercisable or convertible and any other shares of Yuma Common Stock or Yuma Preferred Stock such Stockholder may acquire or beneficially own during the term of this AgreementCompany voting stock. (b) Such Each Stockholder who is a natural person has all requisite organizational power and authority and, if an individual, the legal capacity, capacity to execute and deliver this Agreement and to perform its obligations consummate the transactions contemplated hereby. In the case of any Stockholder that is a limited partnership, such Stockholder is an entity duly organized and validly existing under the Laws of the jurisdiction in which it is constituted, and each such Stockholder has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement. Each Stockholder has the full voting power, power of disposition, and power to agree to all of the matters regarding such Stockholder set forth in this Agreement, in each case with respect to all Shares beneficially owned by such Stockholder and as identified in Schedule I hereof. (c) This Agreement has been validly executed and delivered by such each Stockholder and, assuming that this Agreement constitutes the legal, valid and binding obligation of ▇▇▇▇▇ and the other parties hereto, constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, or by principles governing subject to the availability of equitable remediesBankruptcy and Equity Exception). (cd) The Neither the execution and delivery of this Agreement by such Stockholder does not, and nor the performance of this Agreement by any of the obligations of such Stockholder will not, hereunder (i) if such Stockholder is a corporation conflicts with or limited liability company, conflict with violate the certificate Certificate of Incorporation or articles the Bylaws of incorporation, certificate the Company or any of formation or limited liability company agreement or bylaws, or similar organizational documents of such Stockholder as presently in effect (in the case of a Stockholder that is a legal entity)Company Subsidiaries, (ii) conflict conflicts with or violate violates any judgmentLaw, order, decreejudgment, statute, law, ordinance, rule or regulation decree applicable to such Stockholder Stockholder, or by which it is bound or affected, (iii)(Aiii) result results in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, (B) give to any other person any rights of termination, amendment, acceleration or cancellation violation of, or a default under (C) with or without notice of lapse of time, or both), or conflicts with, constitutes or results in a breach of any term, condition, or provision of, or result in the creation of a Lien (defined below) on the Shares pursuant to, any pledgecontract, claimtrust, lienloan or credit agreement, chargelease, encumbrance Permit, commitment, agreement, understanding, instrument, obligation, arrangement or security interest restriction of any kind or nature whatsoever upon any of the properties or assets of the Stockholder under, any agreement, contract, indenture, note or instrument to which such Stockholder is a party or by which it is bound such Stockholder, its assets, the Shares, or affected, except for such breaches, defaults the Options or other occurrences that would not prevent or materially delay warrants are bound. The execution and delivery of this Agreement and the performance consummation by such Stockholder of the transactions contemplated hereby does not require any of such Stockholder’s obligations under this Agreementfiling, permit, consent, approval, or notice to or from any Governmental Entity or other Person (iv) except for applicable requirements, if any, of the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”any Regulatory Filings), the New York Stock Exchange Market (the “NYSE”) or the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), require any filing by such Stockholder with, or any permit, authorization, consent or approval of, any governmental or regulatory authority, except where the failure to make such filing or obtain such permit, authorization, consent or approval would not prevent or materially delay the performance by the Stockholder of any of such Stockholder’s obligations under this Agreement. (de) The Shares and the certificates representing the Shares owned by such each Stockholder are now now, and at all times during the term hereof will be be, held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all pledges, liens, chargesrights of first refusal, claims, security interests, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances whatsoeverwhatsoever on title, transfer, or exercise of any rights of a stockholder in respect of such Shares (collectively, “Liens”), except for any such encumbrances Liens arising hereunder. The Stockholder has not appointed or proxies arising hereunder granted any proxies, which appointments or under applicable federal and state securities laws grants are still effective, with respect to the Shares the Option or the warrants. (f) Each Stockholder whose Shares, Options or warrants are subject to community property interests under the agreements set forth on Schedule B hereto. Such Stockholder owns Laws of record or beneficially no shares any relevant jurisdiction has agreed to have executed and delivered to the Parent, to the extent necessary, such consents, waivers, and approvals necessary for the execution of Yuma Common Stock or Yuma Preferred Stock other than such Stockholder’s Shares as set forth on Exhibit B. (e) As of the date hereof, neither such Stockholder, nor any of its respective properties or assets is subject to any order, writ, judgment, injunction, decree, determination or award that would prevent or delay this Agreement and the consummation of the transactions contemplated herebyhereby regarding such Stockholder. (fg) Such Each Stockholder (i) is a sophisticated investor with respect to the Shares and has independently and without reliance upon the Parent or the Purchaser and based on such information as the Stockholder has deemed appropriate, made its own analysis and decision to enter into this Agreement, (ii) acknowledges that neither the Parent nor the Purchaser has made any representations or warranty, whether expressed or implied, of any kind or character, other than as expressly set forth in this Agreement, (iii) understands and acknowledges that ▇▇▇▇▇ is the Parent and the Purchaser are entering into the Merger Agreement in reliance upon each such Stockholder’s execution and delivery of this Agreement, and (iv) acknowledges that the agreements contained herein with respect to the Shares are irrevocable, subject to Section 7 hereof, and that such Stockholder shall have no recourse to the Shares or the Parent or Purchaser with respect to the Shares.

Representations and Warranties of the Stockholders. Each of Stockholder party hereto on the Stockholders date hereof hereby represents and warrants to ▇▇▇▇▇, severally the Company and not jointly, the other Stockholders as followsof the date hereof and as of the consummation of the Alfa Purchase (and each Person who becomes a party to this Agreement after the consummation of the Alfa Purchase by executing an Adoption Agreement in the form of Exhibit B hereto shall be deemed to have represented and warranted to the Company and the other Stockholders as of the date on which such Person executes such Adoption Agreement) that: (a) Such Stockholder Stockholder, if an entity, is the beneficial owner (within the meaning of Rule 13d-3 duly organized and validly existing as a legal entity under the Securities Exchange Act laws of 1934its jurisdiction of organization and is not required to be qualified as a foreign corporation or other entity authorized to do business in any other jurisdiction in which its failure to be so qualified would have a material adverse effect on its ability to execute and deliver or perform its obligations under this Agreement. Such Stockholder has full power and authority to execute, as amended (the “Exchange Act”)) deliver and unless otherwise indicated, the record owner of the shares of Yuma Common Stock and Yuma Preferred Stock (as may be adjusted from time to time pursuant to Section 5 hereof, the “Shares”) set forth opposite such Stockholder’s name on Schedule A to perform its obligations under this Agreement and such Shares represent all of to consummate the shares of Yuma Common Stock and Yuma Preferred Stock beneficially owned by such Stockholder as of the date hereof. For purposes of this Agreement, the term “Shares” shall include any shares of Yuma Common Stock and Yuma Preferred Stock issuable to such Stockholder upon exercise or conversion of any existing right, contract, option, or warrant to purchase, or securities convertible into or exchangeable for, Yuma Common Stock or Yuma Preferred Stock, as the case may be (“Stockholder Rights”) that are currently exercisable or convertible or become exercisable or convertible and any other shares of Yuma Common Stock or Yuma Preferred Stock such Stockholder may acquire or beneficially own during the term of this Agreementtransactions contemplated hereby. (b) Such Stockholder has all requisite organizational power and authority and, if an individual, the legal capacity, to execute and deliver this Agreement and to perform its obligations contemplated hereby. This Agreement has been duly and validly authorized, executed and delivered by such Stockholder and, assuming that this Agreement and constitutes the legal, valid and binding obligation of ▇▇▇▇▇ and the other parties hereto, constitutes the legal, valid and binding obligation obligations of such Stockholder, enforceable against such Stockholder in accordance with its terms (terms, except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, reorganization moratorium or similar laws affecting creditors’ creditors rights generally, and remedies generally and by general equitable principles (whether applied by a court of law or by principles governing the availability of equitable remediesequity). (c) The execution execution, delivery and delivery of this Agreement performance by such Stockholder does not, and the performance of this Agreement Agreement, compliance by such Stockholder with all of the provisions hereof and the consummation by such Stockholder of the transactions contemplated hereby will not, : (i) conflict with or constitute a breach of any of the terms or provisions of, or a default under, such Stockholder’s constitutive documents if such Stockholder is a corporation or limited liability company, conflict with the certificate or articles of incorporation, certificate of formation or limited liability company agreement or bylaws, or similar organizational documents of such Stockholder as presently in effect (in the case of a Stockholder that is a legal an entity), ; (ii) conflict with or violate any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such Stockholder or by which it is bound or affected, (iii)(A) result in any constitute a breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) underany covenant, (B) give to any other person any rights of termination, amendment, acceleration or cancellation of, or (C) result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever upon any of the properties or assets of the Stockholder under, any agreement, contractconsent, indenture, note order or instrument decree to which such Stockholder is a party or bound or by which it such Stockholder or any of its assets and properties is bound bound; or (iii) violate or affectedconflict with any law applicable to such Stockholder or any of its assets and properties. (d) Except for filings that may be required under the Exchange Act, except for such breachesthe execution, defaults or other occurrences that would not prevent or materially delay the delivery and performance by such Stockholder of any of such Stockholder’s obligations under this Agreement, or (iv) except for applicable requirements, if any, of the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”), the New York Stock Exchange Market (the “NYSE”) or the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), require any filing compliance by such Stockholder with, or any permit, authorization, consent or approval of, any governmental or regulatory authority, except where with all of the failure to make such filing or obtain such permit, authorization, consent or approval would not prevent or materially delay the performance by the Stockholder of any of such Stockholder’s obligations under this Agreement. (d) The Shares provisions hereof and the certificates representing the Shares owned consummation by such Stockholder are now and at all times during the term hereof will be held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all pledges, liens, charges, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except for any such encumbrances or proxies arising hereunder or under applicable federal and state securities laws or under the agreements set forth on Schedule B hereto. Such Stockholder owns of record or beneficially no shares of Yuma Common Stock or Yuma Preferred Stock other than such Stockholder’s Shares as set forth on Exhibit B. (e) As of the date hereof, neither such Stockholder, nor any of its respective properties or assets is subject to any order, writ, judgment, injunction, decree, determination or award that would prevent or delay the consummation of the transactions contemplated hereby. hereby will not require any consent, approval, authorization, other order or action of, filing with or notice to any applicable governmental or regulatory authority (f) Such Stockholder understands and acknowledges for the avoidance of doubt this representation is not made with respect to consents, approvals, authorizations or filings that ▇▇▇▇▇ is entering into may be required upon the Merger Agreement exercise in reliance upon such Stockholder’s execution and delivery the future of this Agreement.any rights under Section 4.01 (

Representations and Warranties of the Stockholders. Each of the Stockholders hereby Stockholder individually represents and warrants to ▇▇▇▇▇, severally and not jointly, as followsthe Company the following: (a) Such Stockholder is has the beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and unless otherwise indicated, the record owner of the shares of Yuma Common Stock and Yuma Preferred Stock (as may be adjusted from time to time pursuant to Section 5 hereof, the “Shares”) set forth opposite such Stockholder’s name on Schedule A to this Agreement and such Shares represent all of the shares of Yuma Common Stock and Yuma Preferred Stock beneficially owned by such Stockholder as of the date hereof. For purposes of this Agreement, the term “Shares” shall include any shares of Yuma Common Stock and Yuma Preferred Stock issuable to such Stockholder upon exercise or conversion of any existing right, contract, option, or warrant to purchase, or securities convertible into or exchangeable for, Yuma Common Stock or Yuma Preferred Stock, as the case may be (“Stockholder Rights”) that are currently exercisable or convertible or become exercisable or convertible and any other shares of Yuma Common Stock or Yuma Preferred Stock such Stockholder may acquire or beneficially own during the term of this Agreement. (b) Such Stockholder has all requisite organizational power and authority and, if an individual, the legal capacity, to execute and deliver this Agreement and to perform its obligations consummate the transactions contemplated herebyhereby in accordance with the terms hereof. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Stockholder; and (b) This Agreement has been duly and validly executed and delivered by such Stockholder andand is, assuming due execution and delivery hereof by the Company and that the Company has full legal power and right to enter into this Agreement constitutes the legalAgreement, valid and binding obligation of ▇▇▇▇▇ and the other parties hereto, constitutes the legal, a valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms (terms, except insofar as enforceability enforcement thereof may be limited by applicable the effect of bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent conveyance, or similar laws affecting the enforcement of creditors’ ' rights generally, or by and subject to principles governing the availability of equitable remedies).equity and public policy; and (c) The execution and delivery Such Stockholder agrees to the imprinting, so long as required by law, of this Agreement by such Stockholder does notlegends on certificates representing all of the Shares to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, and the performance of this Agreement by such Stockholder will not, AS AMENDED (i) if such Stockholder is a corporation or limited liability company, conflict with the certificate or articles of incorporation, certificate of formation or limited liability company agreement or bylaws, or similar organizational documents of such Stockholder as presently in effect (in the case of a Stockholder that is a legal entityTHE "ACT"), OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE, OR OTHER DISPOSITION (iiEACH A "TRANSFER") conflict with or violate any judgmentOF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, orderDATED AS OF [ ------------------ ], decree2005, statuteAMONG JLL BUILDING PRODUCTS, lawLLC, ordinanceBUILDERS FIRSTSOURCE, rule or regulation applicable to such Stockholder or by which it is bound or affectedINC., (iii)(A) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) underFLOYD F. SHERMAN, (B) give to any other person any rights of terminationCHARLES L. HORN, amendmentKEVIN P. O'MEARA, acceleration or cancellation of, or (C) result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever upon any of the properties or assets of the Stockholder under, any agreement, contract, indenture, note or instrument to which such Stockholder is a party or by which it is bound or affected, except for such breaches, defaults or other occurrences that would not prevent or materially delay the performance by such Stockholder of any of such Stockholder’s obligations under this Agreement, or (iv) except for applicable requirements, if any, of the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”), the New York Stock Exchange Market (the “NYSE”) or the ▇▇▇▇-AND DONALD F. MCA▇▇▇▇▇-▇. ▇▇▇ ▇▇▇▇AN▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ST▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), require any filing by such Stockholder with, or any permit, authorization, consent or approval of, any governmental or regulatory authority, except where the failure to make such filing or obtain such permit, authorization, consent or approval would not prevent or materially delay the performance by the Stockholder of any of such Stockholder’s obligations under this Agreement. (d) The Shares and the certificates representing the Shares owned by such Stockholder are now and at all times during the term hereof will be held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all pledges, liens, charges, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except for any such encumbrances or proxies arising hereunder or under applicable federal and state securities laws or under the agreements set forth on Schedule B hereto. Such Stockholder owns of record or beneficially no shares of Yuma Common Stock or Yuma Preferred Stock other than such Stockholder’s Shares as set forth on Exhibit B. (e) As of the date hereof, neither such Stockholder, nor any of its respective properties or assets is subject to any order, writ, judgment, injunction, decree, determination or award that would prevent or delay the consummation of the transactions contemplated hereby. (f) Such Stockholder understands and acknowledges that OF SUC▇ ▇▇▇▇▇▇▇▇▇▇ is entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement▇▇ ▇▇▇ BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE STOCKHOLDERS AGREEMENT.

Representations and Warranties of the Stockholders. Each of the Stockholders hereby represents and warrants to ▇▇▇▇▇Pyramid, Merger Subsidiary and Delaware Merger Subsidiary, severally and not jointly, as follows: (a) Such Stockholder is the beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and unless otherwise indicated, the record owner of the shares of Yuma Company Common Stock, Series A Preferred Stock and Yuma or Series B Preferred Stock (as may be adjusted from time to time pursuant to Section 5 hereof, the “Shares”) set forth opposite such Stockholder’s name on Schedule A to this Agreement and such Shares represent all of the shares of Yuma Company Common Stock, Series A Preferred Stock and Yuma Series B Preferred Stock beneficially owned by such Stockholder as of the date hereof. For purposes of this Agreement, the term “Shares” shall include any shares of Yuma Company Common Stock and Yuma Preferred Stock issuable to such Stockholder upon exercise or conversion of any existing right, contract, option, or warrant to purchase, or securities convertible into or exchangeable for, Yuma Company Common Stock or Yuma Preferred Stock, as the case may be (“Stockholder Rights”) that are currently exercisable or convertible or become exercisable or convertible and any other shares of Yuma Company Common Stock or Yuma Preferred Stock such Stockholder may acquire or beneficially own during the term of this Agreement. (b) Such Stockholder has all requisite organizational power and authority and, if an individual, the legal capacity, to execute and deliver this Agreement and to perform its obligations consummate the transactions contemplated hereby. This Agreement has been validly executed and delivered by such Stockholder and, assuming that this Agreement constitutes the legal, valid and binding obligation of ▇▇▇▇▇ and the other parties hereto, constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies). (c) The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, (i) if such Stockholder is a corporation or limited liability company, conflict with the certificate or articles of incorporation, certificate of formation or limited liability company agreement or bylaws, or similar organizational documents of such Stockholder as presently in effect (in the case of a Stockholder that is a legal entity), (ii) conflict with or violate any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such Stockholder or by which it is bound or affected, (iii)(A) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, (B) give to any other person any rights of termination, amendment, acceleration or cancellation of, or (C) result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever upon any of the properties or assets of the Stockholder under, any agreement, contract, indenture, note or instrument to which such Stockholder is a party or by which it is bound or affected, except for such breaches, defaults or other occurrences that would not prevent or materially delay the performance by such Stockholder of any of such Stockholder’s obligations under this Agreement, or (iv) except for applicable requirements, if any, of the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”), the New York Stock Exchange Market (the “NYSE”) or the ▇H▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), require any filing by such Stockholder with, or any permit, authorization, consent or approval of, any governmental or regulatory authority, except where the failure to make such filing or obtain such permit, authorization, consent or approval would not prevent or materially delay the performance by the Stockholder of any of such Stockholder’s obligations under this Agreement. (d) The Shares and the certificates representing the Shares owned by such Stockholder are now and at all times during the term hereof will be held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all pledges, liens, charges, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except for any such encumbrances or proxies arising hereunder or under applicable federal and state securities laws or under the agreements set forth on Schedule B hereto. Such Stockholder owns of record or beneficially no shares of Yuma Company Common Stock or Yuma Preferred Stock other than such Stockholder’s Shares as set forth on Exhibit B.Shares. (e) As of the date hereof, neither such Stockholder, nor any of its respective properties or assets is subject to any order, writ, judgment, injunction, decree, determination or award that would prevent or delay the consummation of the transactions contemplated hereby. (f) Such Stockholder understands and acknowledges that ▇▇▇▇▇ Pyramid is entering into into, and causing Merger Subsidiary to enter into, the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement.

Representations and Warranties of the Stockholders. Each of the Stockholders Stockholder hereby represents and warrants to ▇▇▇▇▇severally, severally and not jointly, represents and warrants, as of the date hereof and as of each Closing Date, as follows: (a) Such Stockholder is the beneficial owner (within the meaning of Rule 13d-3 duly organized, validly existing and in good standing under the Securities Exchange Act laws of 1934its jurisdiction of incorporation, as amended (the “Exchange Act”)) has all requisite corporate, limited liability company or partnership power and unless otherwise indicated, the record owner of the shares of Yuma Common Stock and Yuma Preferred Stock (as may be adjusted from time to time pursuant to Section 5 hereof, the “Shares”) set forth opposite such Stockholder’s name on Schedule A to this Agreement and such Shares represent all of the shares of Yuma Common Stock and Yuma Preferred Stock beneficially owned by such Stockholder as of the date hereof. For purposes of this Agreement, the term “Shares” shall include any shares of Yuma Common Stock and Yuma Preferred Stock issuable to such Stockholder upon exercise or conversion of any existing right, contract, option, or warrant to purchase, or securities convertible into or exchangeable for, Yuma Common Stock or Yuma Preferred Stockauthority, as the case may be (“Stockholder Rights”) that are currently exercisable or convertible or become exercisable or convertible be, to enter into this Agreement and any other shares to consummate the transactions contemplated by this Agreement. The execution and delivery of Yuma Common Stock or Yuma Preferred Stock this Agreement by such Stockholder and the consummation by such Stockholder of the transactions contemplated by this Agreement have been duly authorized by all requisite corporate, limited liability company or partnership action, as the case may acquire or beneficially own during be, on the term part of this Agreementsuch Stockholder. (b) Such Stockholder has all requisite organizational power and authority and, if an individual, the legal capacity, to execute and deliver this Agreement and to perform its obligations contemplated hereby. This Agreement has been validly duly executed and delivered by such Stockholder and, assuming that this Agreement and constitutes the legal, valid and binding obligation of ▇▇▇▇▇ and the other parties hereto, constitutes the legal, a valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms terms, except (except insofar i) as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar and other laws of general application affecting enforcement of creditors’ rights generally, or by principles governing and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable remedies)relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. (c) The Neither the execution and delivery of this Agreement nor the consummation by such Stockholder does not, and of the performance of this Agreement by such Stockholder transactions contemplated hereby will not, (i) if such Stockholder is a corporation or limited liability company, conflict with the certificate or articles of incorporation, certificate of formation or limited liability company agreement or bylaws, or similar organizational documents of such Stockholder as presently in effect (in the case of a Stockholder that is a legal entity), (ii) conflict with or violate any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such Stockholder or by which it is bound or affected, (iii)(A) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, (B) give to any other person any rights of termination, amendment, acceleration or cancellation violation of, or (C) result in the creation of a default under, or conflict with, any pledgecontract, claimtrust, liencommitment, chargeagreement, encumbrance understanding, arrangement or security interest restriction of any kind or nature whatsoever upon any of the properties or assets of the Stockholder under, any agreement, contract, indenture, note or instrument to which such Stockholder is a party or by which it is bound or affectedto which any Securities held or controlled by such Stockholder are subject. Except for any necessary filings under the Securities Act and the Exchange Act or otherwise disclosed in the Stock Purchase Agreement, except for such breaches, defaults or other occurrences that would not prevent or materially delay the performance consummation by such Stockholder of any of such Stockholder’s obligations under this Agreementthe transactions contemplated hereby will not violate, or (iv) except for require Approval under any Applicable Law applicable requirements, if any, of the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”), the New York Stock Exchange Market (the “NYSE”) or the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), require any filing by to such Stockholder with, or any permit, authorization, consent or approval of, any governmental or regulatory authority, except where the failure to make such filing or obtain such permit, authorization, consent or approval would not prevent or materially delay the performance by the Stockholder of any of such Stockholder’s obligations under this AgreementSecurities. (d) The Shares Such Securities and the certificates representing the Shares owned by such Stockholder are now and at all times during the term hereof Securities (if any) will be held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all pledgesLiens (other than Permitted Liens, and lender liens, charges, claims, security interests), proxies, voting trusts or agreements, understandings or other similar arrangements or other than pursuant to this Agreement and any other encumbrances whatsoever, except for any such encumbrances or proxies arising hereunder or under applicable federal and state securities laws or under the agreements transfer restrictions set forth on Schedule B hereto. Such Stockholder owns of record or beneficially no shares of Yuma Common Stock or Yuma Preferred Stock other than such Stockholder’s Shares as set forth on Exhibit B. (e) As of the date hereof, neither such Stockholder, nor in any of its respective properties or assets is subject to any order, writ, judgment, injunction, decree, determination or award that would prevent or delay the consummation of the transactions contemplated herebyregistration rights agreements and stock purchase agreements. (f) Such Stockholder understands and acknowledges that ▇▇▇▇▇ is entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement.

Representations and Warranties of the Stockholders. Each of the Stockholders hereby Stockholder severally represents and warrants to ▇▇▇▇▇, severally Delano and not jointly, Merger Sub as follows: (a) Such Subject to applicable community property laws, such DA Stockholder is the beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and unless otherwise indicated, the record lawful owner of the shares of Yuma DA Common Stock and Yuma Preferred Stock (as may to be adjusted from time to time exchanged for the Delano Merger Shares pursuant to Section 5 hereof, the “Shares”) set forth opposite such Stockholder’s name on Schedule A to this Agreement and has, and on the Closing Date will have, good and clear title to such Shares represent shares of DA Capital Stock, free of all Liens. Such DA Stockholder is the owner of the number of shares of Yuma Common Stock and Yuma Preferred Stock beneficially owned by such Stockholder as of the date hereof. For purposes of this Agreement, the term “Shares” shall include any shares of Yuma Common Stock and Yuma Preferred Stock issuable to such Stockholder upon exercise or conversion of any existing right, contract, option, or warrant to purchase, or securities convertible into or exchangeable for, Yuma Common Stock or Yuma Preferred Stock, as the case may be (“Stockholder Rights”) that are currently exercisable or convertible or become exercisable or convertible and any other shares of Yuma Common Stock or Yuma Preferred Stock such Stockholder may acquire or beneficially own during the term of this AgreementDeemed Outstanding DA Shares set forth on EXHIBIT 2.1. (b) Such Stockholder has all requisite organizational has, and on the Closing Date will have, full legal right, power and authority and, if an individual, the legal capacity, to execute and deliver enter into this Agreement and to perform its obligations contemplated herebysell and deliver the shares of DA Common Stock owned by him, her or it in the manner provided herein. This Such Stockholder has duly and validly executed this Agreement has been and has, or prior to the Closing, will have duly and validly executed and delivered by such Stockholder andall other agreements contemplated hereby, assuming that and each of this Agreement and such other agreements constitutes the legala valid, valid binding and binding enforceable obligation of ▇▇▇▇▇ and the other parties hereto, constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies)terms. (c) The execution execution, delivery and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement and the other agreements contemplated hereby by such Stockholder Stockholder, and the consummation of the transactions contemplated hereby or thereby, will notnot require, (i) if such Stockholder is a corporation or limited liability company, conflict with on the certificate or articles of incorporation, certificate of formation or limited liability company agreement or bylaws, or similar organizational documents part of such Stockholder as presently in effect (in the case of a Stockholder that is a legal entity)Stockholder, (ii) conflict with any consent, approval, authorization or violate any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such Stockholder or by which it is bound or affected, (iii)(A) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, (B) give to any other person any rights of termination, amendment, acceleration or cancellation order of, or (C) result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever upon any of the properties or assets of the Stockholder underfiling with, any agreementGovernmental Entity, or under any contract, indenture, note agreement or instrument commitment to which such Stockholder is a party or by which it such Stockholder or property of such Stockholder is bound or affectedbound, except for such breaches, defaults or other occurrences that would and will not prevent or materially delay constitute a violation on the performance by part of such Stockholder of any law, administrative regulation or ruling or court decree, or any contract, agreement or commitment, applicable to such Stockholder or property of such Stockholder’s obligations under this Agreement, or (iv) except for applicable requirements, if any, of the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”), the New York Stock Exchange Market (the “NYSE”) or the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), require any filing by such Stockholder with, or any permit, authorization, consent or approval of, any governmental or regulatory authority, except where the failure to make such filing or obtain such permit, authorization, consent or approval would not prevent or materially delay the performance by the Stockholder of any of such Stockholder’s obligations under this Agreement. (d) The Shares Such Stockholder is an "accredited investor" as defined in the rules and regulations under the certificates representing the Shares owned by such Stockholder are now and at all times during the term hereof will be held by Securities Act (except as otherwise shown on such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all pledges, liens, charges, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except for any such encumbrances or proxies arising hereunder or under applicable federal and state securities laws or under the agreements set forth on Schedule B hereto. Such Stockholder owns of record or beneficially no shares of Yuma Common Stock or Yuma Preferred Stock other than such Stockholder’s Shares as set forth on Exhibit B. (e) As of the date hereof, neither such Stockholder, nor any of its respective properties or assets is subject to any order, writ, judgment, injunction, decree, determination or award that would prevent or delay the consummation of the transactions contemplated hereby's Investment Agreement). (f) Such Stockholder understands and acknowledges that ▇▇▇▇▇ is entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement.

Representations and Warranties of the Stockholders. Each of the Stockholders Stockholder hereby represents and warrants to ▇▇▇▇▇Parent and Purchaser, severally and not jointly, as follows: (a) Such Stockholder (i) is the record and beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and unless otherwise indicated, the record owner of the shares of Yuma Common Stock and Yuma Preferred options to acquire Common Stock (as may be adjusted from time to time pursuant to Section 5 hereof6, the “Shares”) set forth opposite such Stockholder’s his name on Schedule A 1 to this Agreement and such Shares represent all of the shares of Yuma Common Stock and Yuma Preferred Stock beneficially owned by such Stockholder (ii) except as of the date hereof. For purposes of this Agreementset forth on Schedule 1, the term “Shares” shall include neither holds nor has any shares of Yuma Common Stock and Yuma Preferred Stock issuable to such Stockholder upon exercise or conversion of beneficial ownership interest in any existing right, contract, option, option or warrant to purchase, acquire shares of Common Stock or securities other right or security convertible into or exchangeable for, Yuma Common Stock or Yuma Preferred Stock, as the case may be (“Stockholder Rights”) that are currently exercisable or convertible or become exercisable or convertible and any other exchangeable for shares of Yuma Common Stock or Yuma Preferred Stock such Stockholder may acquire or beneficially own during the term of this AgreementStock. (b) Such Stockholder has all requisite organizational power and authority and, if an individual, the legal capacity, capacity to execute and deliver this Agreement and to perform its obligations consummate the transactions contemplated hereby. . (c) This Agreement has been validly executed and delivered by such Stockholder and, assuming that this Agreement constitutes the legal, valid and binding obligation of ▇▇▇▇▇ and the other parties hereto, constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms terms, except (except insofar i) as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar and other laws of general application affecting enforcement of creditors’ rights generally, or by principles governing and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable remedies)relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. (cd) The Neither the execution and delivery of this Agreement nor the consummation by such Stockholder does notof the transactions contemplated hereby will result in a violation of, and the performance or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of this Agreement by such Stockholder will not, (i) if any kind to which such Stockholder is a corporation party or limited liability company, conflict with by which such Stockholder or such Stockholder’s assets are bound. The consummation by such Stockholder of the certificate or articles of incorporation, certificate of formation or limited liability company agreement or bylawstransactions contemplated hereby will not violate, or similar organizational documents require any consent, approval, or notice under, any provision of such Stockholder as presently in effect (in the case of a Stockholder that is a legal entity), (ii) conflict with or violate any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such Stockholder or by which it is bound or affected, (iii)(A) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, (B) give to any other person any rights of termination, amendment, acceleration or cancellation of, or (C) result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever upon any of the properties or assets of the Stockholder under, any agreement, contract, indenture, note or instrument to which such Stockholder is a party or by which it is bound or affected, except for such breaches, defaults or other occurrences that would not prevent or materially delay the performance by such Stockholder of any of such Stockholder’s obligations under this Agreement, or (iv) except for applicable requirements, if any, of the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”), the New York Stock Exchange Market (the “NYSE”) or the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), require any filing by such Stockholder with, or any permit, authorization, consent or approval of, any governmental or regulatory authority, except where the failure to make such filing or obtain such permit, authorization, consent or approval would not prevent or materially delay the performance by the Stockholder of any of such Stockholder’s obligations under this Agreement. (de) The Shares and the certificates representing the Shares owned by such Stockholder are now now, and at all times during the term hereof will be be, held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all pledges, liens, charges, claims, security interests, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances whatsoeveror restrictions whatsoever on title, transfer, or exercise of any rights of a stockholder in respect of such Shares (collectively, “Encumbrances”), except for any such encumbrances or proxies Encumbrances arising hereunder or under and restrictions applicable federal to employees stock options and state securities laws or under restricted stock grants pursuant to the agreements set forth on Schedule B hereto. Such Stockholder owns terms of record or beneficially no shares of Yuma Common Stock or Yuma Preferred Stock other than such Stockholder’s Shares as set forth on Exhibit B. (e) As of the date hereof, neither such Stockholder, nor any of its respective properties or assets is subject to any order, writ, judgment, injunction, decree, determination or award that would prevent or delay the consummation of the transactions contemplated herebyoptions and grants. (f) Such Stockholder understands and acknowledges that ▇▇▇▇▇ is entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement.

Representations and Warranties of the Stockholders. Each of the Stockholders hereby represents and warrants to ▇▇▇▇▇the Yuma Parties, severally and not jointly, as follows: (a) Such Stockholder is the beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and unless otherwise indicated, the record owner of the shares of Yuma Common Stock and Yuma Preferred Stock (as may be adjusted from time to time pursuant to Section 5 hereof, the “Shares”) set forth opposite such Stockholder’s name on Schedule A to this Agreement and such Shares represent all of the shares of Yuma Common Stock and Yuma Preferred Stock beneficially owned by such Stockholder as of the date hereofAgreement. For purposes of this Agreement, the term “Shares” shall include any shares of Yuma Common Stock and Yuma Preferred Stock issuable to such Stockholder upon exercise or conversion of any existing right, contract, option, or warrant to purchase, or securities convertible into or exchangeable for, Yuma Common Stock or Yuma Preferred Stock, as the case may be (“Stockholder Rights”) that are currently exercisable or convertible or become exercisable or convertible and any other shares of Yuma Common Stock or Yuma Preferred Stock such Stockholder may acquire or beneficially own during the term of this Agreement. (b) Such Stockholder has all requisite organizational power and authority and, if an individual, the legal capacity, to execute and deliver this Agreement and to perform its obligations contemplated hereby. This Agreement has been validly executed and delivered by such Stockholder and, assuming that this Agreement constitutes the legal, valid and binding obligation of ▇▇▇▇▇ the Yuma Parties and the other parties hereto, constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies). (c) The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, (i) if such Stockholder is a corporation corporation, limited liability company or limited liability companypartnership, conflict with the certificate or articles of incorporation, certificate of formation or limited liability company agreement or bylaws, certificate of limited partnership or limited partnership agreement, or similar organizational documents of such Stockholder as presently in effect (in the case of a Stockholder that is a legal entity), (ii) conflict with or violate any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such Stockholder or by which it is bound or affected, (iii)(A) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, (B) give to any other person any rights of termination, amendment, acceleration or cancellation of, or (C) result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever upon any of the properties or assets of the Stockholder under, any agreement, contract, indenture, note or instrument to which such Stockholder is a party or by which it is bound or affected, except for such breaches, defaults or other occurrences that would not prevent or materially delay the performance by such Stockholder of any of such Stockholder’s obligations under this Agreement, or (iv) except for applicable requirements, if any, of the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”), the New York Stock Exchange Market NYSE American LLC (the “NYSENYSE American”) or the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), require any filing by such Stockholder with, or any permit, authorization, consent or approval of, any governmental or regulatory authority, except where the failure to make such filing or obtain such permit, authorization, consent or approval would not prevent or materially delay the performance by the Stockholder of any of such Stockholder’s obligations under this Agreement. (d) The Shares and the certificates representing the Shares owned by such Stockholder are now and at all times during the term hereof will be held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all pledges, liens, charges, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except for any such encumbrances or proxies arising hereunder or under applicable federal and state securities laws or under laws. As of the agreements set forth on Schedule B hereto. Such date hereof, such Stockholder owns of record or beneficially no shares of Yuma Common Stock or Yuma Preferred Stock other than (x) such Stockholder’s Shares as set forth on Exhibit B.Schedule A, (y) shares of Common Stock or Preferred Stock owned of record or beneficially by another Stockholder as set forth on Schedule A which may be deemed to be beneficially owned by such Stockholder, and (z) shares of Common Stock into which shares of Preferred Stock as set forth on Schedule A may convert. (e) As of the date hereof, neither such Stockholder, nor any of its respective properties or assets is subject to any order, writ, judgment, injunction, decree, determination or award that would prevent or delay the consummation of the transactions contemplated hereby. (f) Such Stockholder understands and acknowledges that ▇▇▇▇▇ is the Yuma Parties are entering into the Merger Restructuring Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement.

Representations and Warranties of the Stockholders. Each of the Stockholders Stockholder hereby severally represents and warrants to ▇▇▇▇▇, severally Parent and not jointly, Purchaser as follows: (a) Such Stockholder is the beneficial owner (within the meaning of Rule 13d-3 duly organized, validly existing and in good standing under the Securities Exchange Act laws of 1934, as amended its jurisdiction of formation (to the “Exchange Act”extent that such concepts are recognized in such jurisdiction)) and unless otherwise indicated, the record owner of the shares of Yuma Common Stock and Yuma Preferred Stock (as may be adjusted from time to time pursuant to Section 5 hereof, the “Shares”) set forth opposite such Stockholder’s name on Schedule A to this Agreement and such Shares represent all of the shares of Yuma Common Stock and Yuma Preferred Stock beneficially owned by such Stockholder as of the date hereof. For purposes of this Agreement, the term “Shares” shall include any shares of Yuma Common Stock and Yuma Preferred Stock issuable to such Stockholder upon exercise or conversion of any existing right, contract, option, or warrant to purchase, or securities convertible into or exchangeable for, Yuma Common Stock or Yuma Preferred Stock, as the case may be (“Stockholder Rights”) that are currently exercisable or convertible or become exercisable or convertible and any other shares of Yuma Common Stock or Yuma Preferred Stock such Stockholder may acquire or beneficially own during the term of this Agreement. (b) Such Stockholder has all requisite organizational necessary power and authority and, if an individual, the legal capacity, to execute and deliver this Agreement and Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by such Stockholder and the consummation by such Stockholder of the transactions contemplated hereby have been duly and validly authorized by all necessary limited partnership or limited liability company action, and no other limited partnership or limited liability company proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been validly duly executed and delivered by such Stockholder and, assuming that this Agreement constitutes the legaldue authorization, valid execution and binding obligation of ▇▇▇▇▇ delivery by Parent and the other parties heretoPurchaser, constitutes the a legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms terms, except that such enforceability (except insofar as enforceability i) may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or and other similar laws of general application affecting or relating to the enforcement of creditors’ rights generallygenerally and any implied covenant of good faith and fair dealing and (ii) is subject to general principles of equity, whether considered in a proceeding at law or by principles governing the availability of equitable remedies)in equity. (cb) The execution and delivery of this Agreement by such Stockholder does do not, and the performance of this Agreement by such Stockholder will not, (i) if such Stockholder is a corporation or limited liability company, conflict with or violate the certificate or articles of incorporation, certificate of formation or limited liability company agreement or bylaws, or similar organizational documents of such Stockholder as presently in effect (in the case of a Stockholder that is a legal entity)Stockholder, (ii) assuming that all consents, approvals, authorizations and other actions described in subsection (c) have been obtained and all filings and obligations described in subsection (c) have been made, conflict with or violate any judgment, order, decree, statute, law, ordinance, rule or regulation Law applicable to such Stockholder or by which it is the Shares of such Stockholder are bound or affected, or (iii)(Aiii) result in any breach of or constitute a default (or an event that which, with notice or lapse of time or both both, would become a default) underunder any agreement affecting the Shares to which such Stockholder is a party, (B) or give to others any other person any rights right of termination, amendment, acceleration or cancellation ofof any such agreement, or (C) result in the creation of any pledge, claim, lien, charge, a Lien or other encumbrance or security interest on the Shares of any kind or nature whatsoever upon any of the properties or assets of the such Stockholder underpursuant to, any agreementnote, bond, mortgage, indenture, contract, indentureagreement, note or instrument to which such Stockholder is a party or by which it is bound or affectedlease, except for such breacheslicense, defaults permit, franchise or other occurrences that would not prevent instrument or materially delay the performance obligation. (c) The execution and delivery of this Agreement by such Stockholder do not, and the performance of this Agreement by such Stockholder will not, require any of such Stockholder’s obligations under this Agreementconsent, approval, authorization or permit of, or (iv) filing with or notification to, any Governmental Authority, except for applicable requirements, if any, of the Exchange Act, the Securities HSR Act of 1933, as amended (the “Securities Act”), the New York Stock Exchange Market (the “NYSE”) or the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ and any Foreign Antitrust Improvements Act of 1976, as amended (the “HSR Act”), require any filing by such Stockholder with, or any permit, authorization, consent or approval of, any governmental or regulatory authority, except where the failure to make such filing or obtain such permit, authorization, consent or approval would not prevent or materially delay the performance by the Stockholder of any of such Stockholder’s obligations under this AgreementLaws. (d) The Shares and the certificates representing the Shares owned by such Stockholder are now and at all times during the term hereof will be held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all pledges, liens, charges, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except for any such encumbrances or proxies arising hereunder or under applicable federal and state securities laws or under the agreements set forth on Schedule B hereto. Such Stockholder owns of record or beneficially no shares of Yuma Common Stock or Yuma Preferred Stock other than such Stockholder’s Shares as set forth on Exhibit B. (e) As of the date hereof, neither such Stockholder, nor any of its respective properties or assets is subject to any order, writ, judgment, injunction, decree, determination or award that would prevent or delay the consummation of the transactions contemplated hereby. (f) Such Stockholder understands and acknowledges that ▇▇▇▇▇ is entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement.

Representations and Warranties of the Stockholders. Each of the Stockholders hereby Stockholder represents and warrants to ▇▇▇▇▇, severally and not jointly, Purchaser as follows: (a) Such Stockholder is the beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and unless otherwise indicated, the record owner of the shares of Yuma Common Stock and Yuma Preferred Stock (as may be adjusted from time to time pursuant to Section 5 hereof, the “Shares”) set forth opposite such Stockholder’s name on Schedule A to this Agreement and such Shares represent all of the shares of Yuma Common Stock and Yuma Preferred Stock beneficially owned by such Stockholder as of the date hereof. For purposes of this Agreement, the term “Shares” shall include any shares of Yuma Common Stock and Yuma Preferred Stock issuable to such Stockholder upon exercise or conversion of any existing right, contract, option, or warrant to purchase, or securities convertible into or exchangeable for, Yuma Common Stock or Yuma Preferred Stock, as the case may be (“Stockholder Rights”) that are currently exercisable or convertible or become exercisable or convertible and any other shares of Yuma Common Stock or Yuma Preferred Stock such Stockholder may acquire or beneficially own during the term of this Agreement. (b) 3.01 Such Stockholder has all requisite organizational necessary power and authority and, if an individual, the legal capacity, to execute and deliver this Agreement and to perform its obligations sell, assign, transfer and deliver to Purchaser the Shares pursuant to the terms and conditions of this Agreement. Such Stockholder has sole voting power and sole power of disposition with respect to all of the Shares with no restrictions material to this Agreement on the Stockholder's voting rights or rights of disposition pertaining thereto, and the Shares constitute all shares of Common Stock beneficially owned by the Stockholder. 3.02 The execution and delivery of this Agreement and the consummation of the transactions contemplated herebyhereby have been duly and validly authorized by such Stockholder, and no other proceedings on the part of the Stockholder are necessary to authorize this Agreement or to consummate the transactions so contemplated. This Agreement has been duly and validly executed and delivered by such Stockholder and, assuming that this Agreement it has been duly and validly authorized, executed and delivered by Purchaser, such agreement constitutes the legal, a valid and binding obligation of ▇▇▇▇▇ and the other parties hereto, constitutes the legal, valid and binding obligation agreement of such Stockholder, enforceable against such the Stockholder in accordance with its terms (terms, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect generally affecting creditors’ the rights generally, of creditors and subject to general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or by principles governing at law). Neither the availability of equitable remedies). (c) The execution and delivery of this Agreement nor the consummation by such Stockholder does not, and of the performance of this Agreement by such Stockholder transactions contemplated hereby will not, (i) if such Stockholder is a corporation or limited liability company, conflict with the certificate or articles of incorporation, certificate of formation or limited liability company agreement or bylaws, or similar organizational documents of such Stockholder as presently in effect (in the case of a Stockholder that is a legal entity), (ii) conflict with or violate any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such Stockholder or by which it is bound or affected, (iii)(A) result in any breach constitute a material violation of or constitute a default (under any contract, commitment, agreement, arrangement or an event that with notice or lapse of time or both would become a default) under, (B) give to any other person any rights of termination, amendment, acceleration or cancellation of, or (C) result in the creation of any pledge, claim, lien, charge, encumbrance or security interest restriction of any kind or nature whatsoever upon any of the properties or assets of the Stockholder under, any agreement, contract, indenture, note or instrument to which such Stockholder is a party or by which it such Stockholder is bound bound. If this Agreement is being executed in a representative or affectedfiduciary capacity, except for the person signing this Agreement has full power and authority to enter into and perform such breachesagreement. 3.03 Each Stockholder has good title to the number of Shares appearing opposite his or its name, defaults free of all claims, liens, options, charges, security interests or other occurrences that would not prevent legal or materially delay the performance by such Stockholder equitable rights and encumbrances of any of such Stockholder’s obligations under this Agreementwhatsoever nature (collectively, or (iv) except for applicable requirements, if any, of the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”"Encumbrances"), and there exist no restrictions on the New York Stock Exchange Market (voting rights pertaining thereto, and Purchaser shall receive at the “NYSE”) or the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), require any filing by such Stockholder with, or any permit, authorization, consent or approval of, any governmental or regulatory authority, except where the failure Closing good title to make such filing or obtain such permit, authorization, consent or approval would not prevent or materially delay the performance by the Stockholder of any of such Stockholder’s obligations under this Agreement. (d) The all Shares and the certificates representing the Shares owned by such Stockholder are now and at all times during the term hereof will be held by such Stockholder, or by a nominee or custodian for the benefit of purchased from such Stockholder, free and clear of all pledgesEncumbrances, liens, charges, claims, security interests, proxies, and with no restriction on the voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except for any such encumbrances or proxies arising hereunder or under applicable federal and state securities laws or under the agreements rights pertaining thereto. 3.04 Such Stockholder's United States taxpayer identification number is as set forth beneath his or its signature below or on Schedule B I hereto. Such Stockholder owns of record or beneficially no shares of Yuma Common Stock or Yuma Preferred Stock other than such Stockholder’s Shares is not a foreign person as set forth on Exhibit B. (edefined in Section 1445(f)(3) As of the date hereofInternal Revenue Code of 1986, neither such Stockholder, nor any of its respective properties or assets is subject to any order, writ, judgment, injunction, decree, determination or award that would prevent or delay the consummation of the transactions contemplated herebyas amended. (f) Such Stockholder understands and acknowledges that ▇▇▇▇▇ is entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement.

Representations and Warranties of the Stockholders. Each of the Stockholders hereby represents and warrants to ▇▇▇▇▇, severally and not jointly, as follows: (a) Such All Stockholders. Except as set forth on Exhibit C-2 hereto, each ---------------- ----------- Stockholder hereby severally represents to Rational that (i) such Stockholder is the beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and unless otherwise indicated, the record legal owner of the shares of Yuma Common Stock and Yuma Preferred Stock (as may be adjusted from time to time pursuant to Section 5 hereof, the “Shares”) PAC Securities set forth opposite such Stockholder’s 's name on Schedule A to this Agreement and such Shares represent all of the shares of Yuma Common Stock and Yuma Preferred Stock beneficially owned by such Stockholder as of the date hereof. For purposes of this Agreement, the term “Shares” shall include any shares of Yuma Common Stock and Yuma Preferred Stock issuable to such Stockholder upon exercise or conversion of any existing right, contract, option, or warrant to purchase, or securities convertible into or exchangeable for, Yuma Common Stock or Yuma Preferred Stock, as the case may be (“Stockholder Rights”) that are currently exercisable or convertible or become exercisable or convertible and any other shares of Yuma Common Stock or Yuma Preferred Stock such Stockholder may acquire or beneficially own during the term of this Agreement. (b) Such Stockholder has all requisite organizational power and authority and, if an individual, the legal capacity, to execute and deliver this Agreement and to perform its obligations contemplated hereby. This Agreement has been validly executed and delivered by such Stockholder and, assuming that this Agreement constitutes the legal, valid and binding obligation of ▇▇▇▇▇ and the other parties hereto, constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies). (c) The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, (i) if such Stockholder is a corporation or limited liability company, conflict with the certificate or articles of incorporation, certificate of formation or limited liability company agreement or bylaws, or similar organizational documents of such Stockholder as presently in effect (in the case of a Stockholder that is a legal entity), (ii) conflict with or violate any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such Stockholder or by which it is bound or affected, (iii)(A) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, (B) give to any other person any rights of termination, amendment, acceleration or cancellation of, or (C) result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever upon any of the properties or assets of the Stockholder under, any agreement, contract, indenture, note or instrument to which such Stockholder is a party or by which it is bound or affected, except for such breaches, defaults or other occurrences that would not prevent or materially delay the performance by such Stockholder of any of such Stockholder’s obligations under this Agreement, or (iv) except for applicable requirements, if any, of the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”), the New York Stock Exchange Market (the “NYSE”) or the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), require any filing by such Stockholder with, or any permit, authorization, consent or approval of, any governmental or regulatory authority, except where the failure to make such filing or obtain such permit, authorization, consent or approval would not prevent or materially delay the performance by the Stockholder of any of such Stockholder’s obligations under this Agreement. (d) The Shares and the certificates representing the Shares owned by such Stockholder are now and at all times during the term hereof will be held by such Stockholder, or by a nominee or custodian for the benefit of such StockholderSchedule, free and clear of all pledges, liens, charges, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements or any encumbrances and restrictions other encumbrances whatsoever, except for any such encumbrances or proxies arising hereunder or than restrictions on transfer imposed under applicable federal securities laws, (ii) such PAC Securities may be sold, transferred, assigned and state securities laws conveyed by such Stockholder to Rational as called for in this Agreement without such sale, transfer, assignment and conveyance constituting a breach or under default by Stockholder of any provisions of any agreement or covenant by which such Stockholder is bound and (iii) such Stockholder has all requisite legal power and authority, and has taken any and all steps necessary, to sell such PAC Securities to Rational as called for in this Agreement. Furthermore, each Stockholder hereby severally represents to Rational that the agreements set forth on PAC Securities identified opposite such Stockholder's name in the Stockholder Schedule B hereto. Such Stockholder owns are all of the shares of capital stock of PAC owned of record or beneficially no shares of Yuma Common Stock or Yuma Preferred Stock other than by such Stockholder’s Shares as set forth on Exhibit B. (e) As of the date hereof. EACH STOCKHOLDER HEREBY SEVERALLY REPRESENTS AND WARRANTS THAT SUCH STOCKHOLDER IS NOT RELYING ON RATIONAL, neither such StockholderPAC, nor any of its respective properties or assets is subject to any orderOR LEGAL OR FINANCIAL ADVISORS TO RATIONAL OR PAC FOR ADVICE ON THE TAX CONSEQUENCES OR FINANCIAL TERMS OF THE STOCK PURCHASE, writTHE FORGIVENESS OF PROMISSORY NOTES PROVIDED FOR IN SECTION 5.3 HEREOF, judgmentTHE ASSUMPTION OF ANY STOCK OPTION, injunctionTHE PAYMENT OF ANY BONUS, decreeANY EMPLOYMENT, determination or award that would prevent or delay the consummation of the transactions contemplated herebyCONSULTING OR NON-COMPETE ARRANGEMENT OR ANY OTHER ASPECT OF THE TRANSACTIONS CONTEMPLATED HEREBY, AND THAT SUCH STOCKHOLDER HAS BEEN ADVISED BY RATIONAL AND PAC TO SEEK INDEPENDENT LEGAL AND FINANCIAL ADVICE BEFORE ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY. (f) Such Stockholder understands and acknowledges that ▇▇▇▇▇ is entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement.

Representations and Warranties of the Stockholders. Each of the Stockholders hereby represents and warrants to ▇▇▇▇▇PEDEVCO, severally and not jointly, as follows: (a) Such Stockholder is the beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and unless otherwise indicated, the record owner of the shares of Yuma Dome Common Stock and Yuma Preferred Stock (as may be adjusted from time to time pursuant to Section 5 hereof, the “Shares”) set forth opposite such Stockholder’s name on Schedule A to this Agreement and such Shares represent all of the shares of Yuma Dome Common Stock and Yuma Preferred Stock beneficially owned by such Stockholder as of the date hereof. For purposes of this Agreement, the term “Shares” shall include any shares of Yuma Dome Common Stock and Yuma Preferred Stock issuable to such Stockholder upon exercise or conversion of any existing right, contract, option, or warrant to purchase, or securities convertible into or exchangeable for, Yuma Dome Common Stock or Yuma Preferred Stock, as the case may be (“Stockholder Rights”) that are currently exercisable or convertible or become exercisable or convertible and any other shares of Yuma Dome Common Stock or Yuma Preferred Stock such Stockholder may acquire or beneficially own during the term of this Agreement. (b) Such Stockholder has all requisite organizational power and authority and, if an individual, the legal capacity, to execute and deliver this Agreement and to perform its obligations consummate the transactions contemplated hereby. This Agreement has been validly executed and delivered by such Stockholder and, assuming that this Agreement constitutes the legal, valid and binding obligation of ▇▇▇▇▇ and the other parties hereto, constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies). (c) The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, (i) if such Stockholder is a corporation or limited liability company, conflict with the certificate or articles of incorporation, certificate of formation or limited liability company agreement or bylaws, or similar organizational documents of such Stockholder as presently in effect (in the case of a Stockholder that is a legal entity), (ii) conflict with or violate any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such Stockholder or by which it is bound or affected, (iii)(A) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, (B) give to any other person any rights of termination, amendment, acceleration or cancellation of, or (C) result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever upon any of the properties or assets of the Stockholder under, any agreement, contract, indenture, note or instrument to which such Stockholder is a party or by which it is bound or affected, except for such breaches, defaults or other occurrences that would not prevent or materially delay the performance by such Stockholder of any of such Stockholder’s obligations under this Agreement, or (iv) except for applicable requirements, if any, of the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”), the New York Stock Exchange Market (the “NYSE”) or the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), require any filing by such Stockholder with, or any permit, authorization, consent or approval of, any governmental or regulatory authority, except where the failure to make such filing or obtain such permit, authorization, consent or approval would not prevent or materially delay the performance by the Stockholder of any of such Stockholder’s obligations under this Agreement. (d) The Shares and the certificates representing the Shares owned by such Stockholder are now and at all times during the term hereof will be held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all pledges, liens, charges, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except for any such encumbrances or proxies arising hereunder or under applicable federal and state securities laws or under the agreements set forth on Schedule B heretolaws. Such Stockholder owns of record or beneficially no shares of Yuma Dome Common Stock or Yuma Preferred Stock other than such Stockholder’s Shares as set forth on Exhibit B.Shares. (e) As of the date hereof, neither such Stockholder, nor any of its respective properties or assets is subject to any order, writ, judgment, injunction, decree, determination or award that would prevent or delay the consummation of the transactions contemplated hereby. (f) Such Stockholder understands and acknowledges that ▇▇▇▇▇ PEDEVCO is entering into into, and causing Acquisition Subsidiary to enter into, the Merger Acquisition Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement.

Representations and Warranties of the Stockholders. Each of the The Stockholders hereby represents represent and warrants warrant to ▇▇▇▇▇, severally and not jointly, Lynx as follows: (ai) Such Each Stockholder is either (A) the record holder or beneficial owner of the number of, or (B) trustee ("TRUSTEE") of a trust that is the record holder or beneficial owner of, and whose beneficiaries are the beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and unless otherwise indicated, the record owner owners of the shares of Yuma Detective Common Stock and Yuma Preferred Stock set forth opposite the Stockholder's name on SCHEDULE I hereto (as may be adjusted from time to time pursuant to Section 5 the "EXISTING SHARES"). (ii) On the date hereof, the “Shares”) set forth opposite such Stockholder’s name on Schedule A to this Agreement and such Existing Shares represent constitute all of the outstanding shares of Yuma Detective Common Stock owned of record or beneficially by each Stockholder. (iii) Each Stockholder has sole power of disposition and Yuma Preferred Stock sole voting power with respect to the matters set forth in Section 4 hereof and sole power to demand dissenter's or appraisal rights, in each case with respect to all of the Existing Shares, with no restrictions on such rights, subject to applicable securities laws and the terms of this Agreement. (iv) Each Stockholder will have sole power of disposition and will have sole voting power with respect to the matters set forth in Section 4 hereof and sole power to demand dissenter's or appraisal rights, in each case with respect to all Shares other than Existing Shares, if any, which become beneficially owned by the Stockholder, with no restrictions on such Stockholder as of rights, subject to applicable securities laws and the date hereof. For purposes of this Agreement, the term “Shares” shall include any shares of Yuma Common Stock and Yuma Preferred Stock issuable to such Stockholder upon exercise or conversion of any existing right, contract, option, or warrant to purchase, or securities convertible into or exchangeable for, Yuma Common Stock or Yuma Preferred Stock, as the case may be (“Stockholder Rights”) that are currently exercisable or convertible or become exercisable or convertible and any other shares of Yuma Common Stock or Yuma Preferred Stock such Stockholder may acquire or beneficially own during the term terms of this Agreement. (b) Such Each Stockholder has all requisite organizational power and authority and, if an individual, the legal capacity, power and authority to execute enter into and deliver this Agreement and to perform its obligations contemplated hereby. This Agreement has been validly executed and delivered by such Stockholder and, assuming that this Agreement constitutes the legal, valid and binding obligation of ▇▇▇▇▇ and the other parties hereto, constitutes the legal, valid and binding obligation all of such Stockholder's obligations under this Agreement. The execution, enforceable against such Stockholder in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies). (c) The execution delivery and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such each Stockholder will not, (i) if such Stockholder is a corporation or limited liability company, conflict with the certificate or articles of incorporation, certificate of formation or limited liability company agreement or bylaws, or similar organizational documents of such Stockholder as presently in effect (in the case of a Stockholder that is a legal entity), (ii) conflict with or not violate any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such Stockholder or by which it is bound or affected, (iii)(A) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, (B) give to any other person any rights of termination, amendment, acceleration or cancellation of, or (C) result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever upon any of the properties or assets of the Stockholder under, any agreement, contract, indenture, note or instrument Contract to which such Stockholder is a party or by which it such Stockholder is bound or affectedincluding, except for such breacheswithout limitation, defaults any trust agreement, voting agreement, stockholders agreement, voting trust, partnership or other occurrences that would not prevent or materially delay agreement. This Agreement has been duly and validly executed and delivered by the performance Stockholders and (assuming due authorization, execution and delivery by such Stockholder Lynx) constitutes a legal, valid and binding agreement of the Stockholders, enforceable against the Stockholders in accordance with its terms. All necessary consents of any beneficiary of or holder of interest in any trust of which either Stockholder is Trustee to the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been obtained. If a Stockholder is married and such Stockholder’s obligations 's Shares constitute community property, this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of, such Stockholder's spouse, enforceable against such person in accordance with its terms. (c) Except for filings under this Agreement, or (iv) except for applicable requirementsthe HSR Act, if anyapplicable, of the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”), the New York Stock Exchange Market (the “NYSE”i) or the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), require any no filing by such Stockholder with, or any and no permit, authorization, consent or approval of, any governmental state or regulatory authority, except where federal public body or authority is necessary for the failure to make such filing or obtain such permit, authorization, consent or approval would not prevent or materially delay the performance execution of this Agreement by the Stockholder Stockholders and the consummation by the Stockholders of the transactions contemplated hereby and (ii) neither the execution and delivery of this Agreement by the Stockholders nor the consummation by the Stockholders of the transactions contemplated hereby nor compliance by the Stockholders with the provisions hereof shall (x) conflict with or result in any breach of any applicable trust, partnership agreement or other Contracts or organizational documents applicable to the Stockholders, (y) result in a violation or breach of, or constitute (with or without notice or lapse of such Stockholder’s obligations time or both) a default (or give rise to any right of termination, cancellation, material modification or acceleration), under this Agreementany of the terms, conditions or provisions of any Contract to which either Stockholder is a party or by which the Stockholders or any of the Stockholders' properties or assets may be bound or (z) violate any Governmental Order applicable to the Stockholders or any of the Stockholders' properties or assets. (d) The Except for the shares of Detective Common Stock identified in SCHEDULE II hereto (the "PLEDGED SHARES"), the Stockholder's Shares and the certificates representing the such Shares owned by such Stockholder are now and at all times during the term hereof will be held by such Stockholderthe Stockholders, or by a nominee or custodian for the benefit of such Stockholderthe Stockholders, free and clear of all pledges, liens, charges, claims, security interestsLiens, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except for any such encumbrances or proxies of the same arising hereunder or under applicable federal and state securities laws or under the agreements set forth on Schedule B hereto. Such Stockholder owns of record or beneficially no shares of Yuma Common Stock or Yuma Preferred Stock other than such Stockholder’s Shares as set forth on Exhibit B.hereunder. (e) As of the date hereofNo broker, neither such Stockholderinvestment banker, nor any of its respective properties financial adviser or assets other Person is subject entitled to any orderbroker's, writfinder's, judgment, injunction, decree, determination financial adviser's or award that would prevent other similar fee or delay the consummation of commission in connection with the transactions contemplated herebyhereby based upon arrangements made by or on behalf of either Stockholder in his or her capacity as such. (f) Such Each Stockholder understands and acknowledges that ▇▇▇▇▇ Lynx is entering into the Merger Agreement in reliance upon such Stockholder’s Stockholders' execution and delivery of this AgreementAgreement with Lynx.

Representations and Warranties of the Stockholders. Each of the Stockholders Stockholder, as to such Stockholder, hereby represents and warrants to ▇▇▇▇▇to, severally and not jointlycovenants with, ONSS as follows: (a) Such A. The Stockholder is beneficially owns with power to vote the beneficial owner (within number of Shares shown opposite the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and unless otherwise indicated, the record owner of the shares of Yuma Common Stock and Yuma Preferred Stock (as may be adjusted from time to time pursuant to Section 5 hereof, the “Shares”) set forth opposite such Stockholder’s 's name on Schedule A free and clear of any and all liens, charges, encumbrances, covenants, conditions, restrictions, voting trust arrangements, options and adverse claims or rights whatsoever, except as granted hereby or as would have no adverse effect on this Agreement and/or the proxy granted hereby. The Stockholder does not own of record or beneficially any shares of capital stock of USXX or other securities representing or convertible into shares of capital stock of USXX except as set forth in the preceding sentence; B. The Stockholder has the full right, power and authority to enter into this Agreement and such to grant an irrevocable proxy to ONSS with respect to the Shares; there are no options, warrants, calls, commitments or agreements of any nature whatsoever pursuant to which any person will have the right to purchase or otherwise acquire the Shares represent all of the shares of Yuma Common Stock and Yuma Preferred Stock beneficially owned by the Stockholder except as would, if exercised, require such purchaser or acquiror to abide by this Agreement and the proxy granted hereby with respect thereto; except as provided in this Agreement, the Stockholder has not granted or agreed to grant any proxy or entered into any voting trust, vote pooling or other agreement with respect to the right to vote or give consents or approvals of any kind and as to the Shares which proxy, trust, pooling or other agreement remains in effect as of the date hereof. For purposes hereof and is in conflict with this Agreement or the proxy granted hereby; C. The Stockholder is not a party to, subject to or bound by any agreement or judgment, order, writ, prohibition, injunction or decree of any court or other governmental body that would prevent the execution, delivery or performance of this Agreement, Agreement by the term “Stockholder or the exercise of proxy rights by ONSS with respect to the Shares” shall include any shares of Yuma Common Stock and Yuma Preferred Stock issuable to such Stockholder upon exercise or conversion of any existing right, contract, option, or warrant to purchase, or securities convertible into or exchangeable for, Yuma Common Stock or Yuma Preferred Stock, as the case may be (“Stockholder Rights”) that are currently exercisable or convertible or become exercisable or convertible and any other shares of Yuma Common Stock or Yuma Preferred Stock such Stockholder may acquire or beneficially own during the term of this Agreement.; (b) Such Stockholder has all requisite organizational power and authority and, if an individual, the legal capacity, to execute and deliver this Agreement and to perform its obligations contemplated hereby. D. This Agreement has been duly and validly executed and delivered by such the Stockholder and, assuming that this Agreement and constitutes the a legal, valid and binding obligation of ▇▇▇▇▇ and the other parties hereto, constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms terms, subject only to (except insofar as enforceability may be limited by applicable i) the effect of bankruptcy, insolvency, reorganization, reorganization or moratorium laws or similar other laws generally affecting the enforceability of creditors’ ' rights generally, or by principles governing the availability of equitable remedies). (c) The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, (i) if such Stockholder is a corporation or limited liability company, conflict with the certificate or articles of incorporation, certificate of formation or limited liability company agreement or bylaws, or similar organizational documents of such Stockholder as presently in effect (in the case of a Stockholder that is a legal entity), (ii) conflict with or violate any judgment, order, decree, statute, law, ordinance, rule or regulation applicable general equitable principles which may limit the right to such Stockholder or by which it is bound or affected, (iii)(A) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, (B) give to any other person any rights of termination, amendment, acceleration or cancellation of, or (C) result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever upon any of the properties or assets of the Stockholder under, any agreement, contract, indenture, note or instrument to which such Stockholder is a party or by which it is bound or affected, except for such breaches, defaults obtain specific performance or other occurrences equitable remedies; and E. The Stockholder will take all commercially reasonable action necessary in order that would not prevent or materially delay the performance by such Stockholder of any of such Stockholder’s obligations under this Agreement, or (iv) except for applicable requirements, if any, of the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”), the New York Stock Exchange Market (the “NYSE”) or the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), require any filing by such Stockholder with, or any permit, authorization, consent or approval of, any governmental or regulatory authority, except where the failure to make such filing or obtain such permit, authorization, consent or approval would not prevent or materially delay the performance by the Stockholder of any of such Stockholder’s obligations under this Agreement. (d) The Shares its representations and the certificates representing the Shares owned by such Stockholder are now and at all times during the term hereof will be held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all pledges, liens, charges, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except for any such encumbrances or proxies arising hereunder or under applicable federal and state securities laws or under the agreements warranties set forth on Schedule B hereto. Such Stockholder owns of record or beneficially no shares of Yuma Common Stock or Yuma Preferred Stock other than such Stockholder’s Shares as set forth on Exhibit B. (e) As of the date hereof, neither such Stockholder, nor any of its respective properties or assets is subject to any order, writ, judgment, injunction, decree, determination or award that would prevent or delay the consummation of the transactions contemplated herebyin this Agreement shall remain true and correct. (f) Such Stockholder understands and acknowledges that ▇▇▇▇▇ is entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement.

Representations and Warranties of the Stockholders. Each i. The DK Stockholder Group Representative, on behalf of the Stockholders members of the DK Stockholder Group, hereby represents and warrants to ▇▇▇▇▇, severally the other Stockholders and not jointly, as follows: the Company that: (ai) Such Stockholder is the beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and unless otherwise indicated, the record owner of the shares of Yuma Common Stock and Yuma Preferred Stock (as may be adjusted from time to time pursuant to Section 5 hereof, the “Shares”) set forth opposite such Stockholder’s name on Schedule A to this Agreement and such Shares represent all of the shares of Yuma Common Stock and Yuma Preferred Stock beneficially owned by such Stockholder as of the date hereof. For purposes of this Agreement, the term “Shares” shall include any shares of Yuma Common Stock and Yuma Preferred Stock issuable to such Stockholder upon exercise or conversion of any existing right, contract, option, or warrant to purchase, or securities convertible into or exchangeable for, Yuma Common Stock or Yuma Preferred Stock, as the case may be (“Stockholder Rights”) that are currently exercisable or convertible or become exercisable or convertible and any other shares of Yuma Common Stock or Yuma Preferred Stock such Stockholder may acquire or beneficially own during the term of this Agreement. (b) Such Stockholder it has all requisite organizational corporate right, power and authority and, if an individual, the legal capacity, and has taken all corporate or other action necessary in order to execute and deliver this Agreement Amendment and to perform its obligations contemplated hereby. This Agreement under this Amendment; and (ii) this Amendment has been validly duly executed and delivered by such the DK Stockholder Group Representative and, assuming that the due execution and delivery of this Agreement Amendment by the other parties hereto, constitutes the a legal, valid and binding obligation of ▇▇▇▇▇ and the other parties hereto, constitutes the legal, valid and binding obligation of such Stockholder, DK Stockholder Group enforceable against such Stockholder it in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally, generally and by general equitable principles (whether enforcement is sought by proceedings in equity or by principles governing the availability of equitable remediesat law). ii. The DEAC Founder Group Representative, on behalf of the members of the DEAC Founder Group, hereby represents and warrants to the other Stockholders and the Company that: (ci) The it has all requisite corporate right, power and authority and has taken all corporate or other action necessary in order to execute and deliver this Amendment and perform its obligations under this Amendment; and (ii) this Amendment has been duly executed and delivered by the DEAC Founder Group Representative and, assuming the due execution and delivery of this Agreement Amendment by such Stockholder does notthe other parties hereto, constitutes a legal, valid and binding obligation of the DEAC Founder Group enforceable against it in accordance with its terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). iii. The SBT Sellers’ Representative, on behalf of the members of the SBT Sellers, hereby represents and warrants to the other Stockholders and the performance of this Agreement by such Stockholder will not, Company that: (i) if such Stockholder is a corporation it has all requisite corporate right, power and authority and has taken all corporate or limited liability company, conflict with the certificate or articles of incorporation, certificate of formation or limited liability company agreement or bylaws, or similar organizational documents of such Stockholder as presently other action necessary in effect (in the case of a Stockholder that is a legal entity), order to execute and deliver this Amendment and perform its obligations under this Amendment; and (ii) conflict with or violate any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such Stockholder or by which it is bound or affected, (iii)(A) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, (B) give to any other person any rights of termination, amendment, acceleration or cancellation of, or (C) result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever upon any of the properties or assets of the Stockholder under, any agreement, contract, indenture, note or instrument to which such Stockholder is a party or by which it is bound or affected, except for such breaches, defaults or other occurrences that would not prevent or materially delay the performance by such Stockholder of any of such Stockholder’s obligations under this Agreement, or (iv) except for applicable requirements, if any, of the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”), the New York Stock Exchange Market (the “NYSE”) or the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), require any filing by such Stockholder with, or any permit, authorization, consent or approval of, any governmental or regulatory authority, except where the failure to make such filing or obtain such permit, authorization, consent or approval would not prevent or materially delay the performance Amendment has been duly executed and delivered by the Stockholder of any of such Stockholder’s obligations under this Agreement. (d) The Shares and SBT Sellers’ Representative and, assuming the certificates representing the Shares owned by such Stockholder are now and at all times during the term hereof will be held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all pledges, liens, charges, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except for any such encumbrances or proxies arising hereunder or under applicable federal and state securities laws or under the agreements set forth on Schedule B hereto. Such Stockholder owns of record or beneficially no shares of Yuma Common Stock or Yuma Preferred Stock other than such Stockholder’s Shares as set forth on Exhibit B. (e) As of the date hereof, neither such Stockholder, nor any of its respective properties or assets is subject to any order, writ, judgment, injunction, decree, determination or award that would prevent or delay the consummation of the transactions contemplated hereby. (f) Such Stockholder understands and acknowledges that ▇▇▇▇▇ is entering into the Merger Agreement in reliance upon such Stockholder’s due execution and delivery of this AgreementAmendment by the other parties hereto, constitutes a legal, valid and binding obligation of the SBT Sellers enforceable against it in accordance with its terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Representations and Warranties of the Stockholders. Each of the Stockholders hereby represents and warrants to ▇▇▇▇▇the Yuma Parties, severally and not jointly, as follows: (a) Such Stockholder is the beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and unless otherwise indicated, the record owner of the shares of Yuma Common Stock and Yuma Preferred Stock (as may be adjusted from time to time pursuant to Section 5 hereof, the “Shares”) set forth opposite such Stockholder’s name on Schedule A to this Agreement and such Shares represent all of the shares of Yuma Common Stock and Yuma Preferred Stock beneficially owned by such Stockholder as of the date hereofAgreement. For purposes of this Agreement, the term “Shares” shall include any shares of Yuma Common Stock and Yuma Preferred Stock issuable to such Stockholder upon exercise or conversion of any existing right, contract, option, or warrant to purchase, or securities convertible into or exchangeable for, Yuma Common Stock or Yuma Preferred Stock, as the case may be (“Stockholder Rights”) that are currently exercisable or convertible or become exercisable or convertible and any other shares of Yuma Common Stock or Yuma Preferred Stock such Stockholder may acquire or beneficially own during the term of this Agreement. (b) Such Stockholder has all requisite organizational power and authority and, if an individual, the legal capacity, to execute and deliver this Agreement and to perform its obligations contemplated hereby. This Agreement has been validly executed and delivered by such Stockholder and, assuming that this Agreement constitutes the legal, valid and binding obligation of ▇▇▇▇▇ the Yuma Parties and the other parties hereto, constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies). (c) The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, (i) if such Stockholder is a corporation corporation, limited liability company or limited liability companypartnership, conflict with the certificate or articles of incorporation, certificate of formation or limited liability company agreement or bylaws, certificate of limited partnership or limited partnership agreement, or similar organizational documents of such Stockholder as presently in effect (in the case of a Stockholder that is a legal entity), (ii) conflict with or violate any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such Stockholder or by which it is bound or affected, (iii)(A) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, (B) give to any other person any rights of termination, amendment, acceleration or cancellation of, or (C) result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever upon any of the properties or assets of the Stockholder under, any agreement, contract, indenture, note or instrument to which such Stockholder is a party or by which it is bound or affected, except for such breaches, defaults or other occurrences that would not prevent or materially delay the performance by such Stockholder of any of such Stockholder’s obligations under this Agreement, or (iv) except for applicable requirements, if any, of the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”), the New York Stock Exchange Market NYSE American LLC (the “NYSENYSE American”) or the ▇H▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), require any filing by such Stockholder with, or any permit, authorization, consent or approval of, any governmental or regulatory authority, except where the failure to make such filing or obtain such permit, authorization, consent or approval would not prevent or materially delay the performance by the Stockholder of any of such Stockholder’s obligations under this Agreement. (d) The Shares and the certificates representing the Shares owned by such Stockholder are now and at all times during the term hereof will be held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all pledges, liens, charges, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except for any such encumbrances or proxies arising hereunder or under applicable federal and state securities laws or under laws. As of the agreements set forth on Schedule B hereto. Such date hereof, such Stockholder owns of record or beneficially no shares of Yuma Common Stock or Yuma Preferred Stock other than (x) such Stockholder’s Shares as set forth on Exhibit B.Schedule A, (y) shares of Common Stock or Preferred Stock owned of record or beneficially by another Stockholder as set forth on Schedule A which may be deemed to be beneficially owned by such Stockholder, and (z) shares of Common Stock into which shares of Preferred Stock as set forth on Schedule A may convert. (e) As of the date hereof, neither such Stockholder, nor any of its respective properties or assets is subject to any order, writ, judgment, injunction, decree, determination or award that would prevent or delay the consummation of the transactions contemplated hereby. (f) Such Stockholder understands and acknowledges that ▇▇▇▇▇ is the Yuma Parties are entering into the Merger Restructuring Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement.

Representations and Warranties of the Stockholders. Each of the Stockholders hereby represents Stockholder Represents and warrants to ▇▇▇▇▇, severally and not jointly, Purchaser as follows: (a) Such Stockholder is the beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and unless otherwise indicated, the record owner of the shares of Yuma Common Stock and Yuma Preferred Stock (as may be adjusted from time to time pursuant to Section 5 hereof, the “Shares”) set forth opposite such Stockholder’s name on Schedule A to this Agreement and such Shares represent all of the shares of Yuma Common Stock and Yuma Preferred Stock beneficially owned by such Stockholder as of the date hereof. For purposes of this Agreement, the term “Shares” shall include any shares of Yuma Common Stock and Yuma Preferred Stock issuable to such Stockholder upon exercise or conversion of any existing right, contract, option, or warrant to purchase, or securities convertible into or exchangeable for, Yuma Common Stock or Yuma Preferred Stock, as the case may be (“Stockholder Rights”) that are currently exercisable or convertible or become exercisable or convertible and any other shares of Yuma Common Stock or Yuma Preferred Stock such Stockholder may acquire or beneficially own during the term of this Agreement. (b) 3.01 Such Stockholder has all requisite organizational necessary power and authority and, if an individual, the legal capacity, to execute and deliver this Agreement and to perform its obligations sell, assign, transfer and deliver to Purchaser the Shares pursuant to the terms and conditions of this Agreement. Such Stockholder has sole voting power and sole power of disposition with respect to all of the Shares with no restrictions material to this Agreement on the Stockholder's voting rights or rights of disposition pertaining thereto, and the Shares constitute all shares of Common Stock beneficially owned by the Stockholder. 3.02 The execution and delivery of this Agreement and the consummation of the transactions contemplated herebyhereby have been duly and validly authorized by such Stockholder, and no other proceedings on the part of the Stockholder are necessary to authorize this Agreement or to consummate the transactions so contemplated. This Agreement has been duly and validly executed and delivered by such Stockholder and, assuming that this Agreement it has been duly and validly authorized, executed and delivered by Purchaser, such agreement constitutes the legal, a valid and binding obligation of ▇▇▇▇▇ and the other parties hereto, constitutes the legal, valid and binding obligation agreement of such Stockholder, enforceable against such the Stockholder in accordance with its terms (terms, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect generally affecting creditors’ the rights generally, of creditors and subject to general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or by principles governing at law). Neither the availability of equitable remedies). (c) The execution and delivery of this Agreement nor the consummation by such Stockholder does not, and of the performance of this Agreement by such Stockholder transactions contemplated hereby will not, (i) if such Stockholder is a corporation or limited liability company, conflict with the certificate or articles of incorporation, certificate of formation or limited liability company agreement or bylaws, or similar organizational documents of such Stockholder as presently in effect (in the case of a Stockholder that is a legal entity), (ii) conflict with or violate any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such Stockholder or by which it is bound or affected, (iii)(A) result in any breach constitute a material violation of or constitute a default (under any contract, commitment, agreement, arrangement or an event that with notice or lapse of time or both would become a default) under, (B) give to any other person any rights of termination, amendment, acceleration or cancellation of, or (C) result in the creation of any pledge, claim, lien, charge, encumbrance or security interest restriction of any kind or nature whatsoever upon any of the properties or assets of the Stockholder under, any agreement, contract, indenture, note or instrument to which such Stockholder is a party or by which it such Stockholder is bound bound. If this Agreement is being executed in a representative or affectedfiduciary capacity, except for the person signing this Agreement has full power and authority to enter into and perform such breachesagreement. 3.03 Each Stockholder has good title to the number of Shares appearing opposite his or its name, defaults free of all claims, liens, options, charges, security interests or other occurrences that would not prevent legal or materially delay the performance by such Stockholder equitable rights and encumbrances of any of such Stockholder’s obligations under this Agreementwhatsoever nature (collectively, or (iv) except for applicable requirements, if any, of the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”"Encumbrances"), and there exist no restrictions on the New York Stock Exchange Market (voting rights pertaining thereto, and Purchaser shall receive at the “NYSE”) or the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), require any filing by such Stockholder with, or any permit, authorization, consent or approval of, any governmental or regulatory authority, except where the failure Closing good title to make such filing or obtain such permit, authorization, consent or approval would not prevent or materially delay the performance by the Stockholder of any of such Stockholder’s obligations under this Agreement. (d) The all Shares and the certificates representing the Shares owned by such Stockholder are now and at all times during the term hereof will be held by such Stockholder, or by a nominee or custodian for the benefit of purchased from such Stockholder, free and clear of all pledgesEncumbrances, liens, charges, claims, security interests, proxies, and with no restriction on the voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except for any such encumbrances or proxies arising hereunder or under applicable federal and state securities laws or under the agreements set forth on Schedule B hereto. Such Stockholder owns of record or beneficially no shares of Yuma Common Stock or Yuma Preferred Stock other than such Stockholder’s Shares as set forth on Exhibit B. (e) As of the date hereof, neither such Stockholder, nor any of its respective properties or assets is subject to any order, writ, judgment, injunction, decree, determination or award that would prevent or delay the consummation of the transactions contemplated herebyrights pertaining thereto. (f) Such Stockholder understands and acknowledges that ▇▇▇▇▇ is entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement.

Representations and Warranties of the Stockholders. Each of the Stockholders hereby hereby, severally, and not jointly, with respect to itself only, represents and warrants to ▇▇▇▇▇, severally Parent and not jointly, Purchaser as follows: (a) Such Subject to any shared ownership with any of the other Stockholders, such Stockholder (i) is the record and beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and unless otherwise indicated, the record owner of the shares of Yuma Company Common Stock and Yuma Preferred (together with any shares of Company Common Stock (as which such Stockholder may be adjusted from acquire at any time to time pursuant to Section 5 hereofin the future during the term of this Agreement, the “Shares”) set forth opposite such Stockholder’s name on Schedule A I to this Agreement and such Shares represent all of the shares of Yuma Common Stock and Yuma Preferred Stock beneficially owned by such Stockholder (ii) except as of the date hereof. For purposes of set forth in Schedule I to this Agreement, the term “Shares” shall include neither holds nor has any beneficial ownership interest in any other shares of Yuma Company Common Stock and Yuma Preferred Stock issuable or any performance based stock units, restricted stock, deferred stock units, option (including any granted pursuant to such Stockholder upon exercise or conversion of any existing right, contract, optiona Company Option Plan), or warrant to purchase, acquire shares of Company Common Stock or securities other right or security convertible into or exchangeable for, Yuma Common Stock or Yuma Preferred Stock, as the case may be (“Stockholder Rights”) that are currently exercisable or convertible or become exercisable or convertible and any other exchangeable for shares of Yuma Company Common Stock or Yuma Preferred Stock such Stockholder may acquire or beneficially own during the term of this AgreementStock. (b) Such Stockholder has all requisite organizational power and authority and, if an individual, the legal capacitycapacity to execute and deliver this Agreement, or the investment manager or investment advisor of such Stockholder has the legal capacity to execute and deliver this Agreement on behalf of such Stockholder, and to perform its obligations consummate the transactions contemplated hereby. . (c) This Agreement has been validly executed and delivered by such Stockholder or by the investment manager or investment advisor of such Stockholder and, assuming that this Agreement constitutes the legal, a valid and binding obligation of ▇▇▇▇▇ Parent and the other parties heretoPurchaser, constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms terms, except (except insofar i) as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar and other laws of general application affecting enforcement of creditors’ rights generally, or by principles governing and (ii) that the availability of the remedy of specific performance or injunctive or other forms of equitable remedies)relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. (cd) The Neither the execution and delivery of this Agreement nor the consummation by such Stockholder does not, and of the performance of this Agreement by such Stockholder transactions contemplated hereby will not, (i) if such Stockholder is a corporation or limited liability company, conflict with the certificate or articles of incorporation, certificate of formation or limited liability company agreement or bylaws, or similar organizational documents of such Stockholder as presently in effect (in the case of a Stockholder that is a legal entity), (ii) conflict with or violate any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such Stockholder or by which it is bound or affected, (iii)(A) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, (B) give to any other person any rights of termination, amendment, acceleration or cancellation violation of, or (C) result in the creation of a default under, or conflict with, any pledgecontract, claimtrust, liencommitment, chargeagreement, encumbrance understanding, arrangement or security interest restriction of any kind or nature whatsoever upon any of the properties or assets of the Stockholder under, any agreement, contract, indenture, note or instrument to which such Stockholder is a party or by which it is bound such Stockholder or affectedsuch Stockholder’s assets are bound. The consummation by such Stockholder of the transactions contemplated hereby will not (i) violate any provision of any judgment, except for order or decree applicable to such breachesStockholder or (ii) to the knowledge of such Stockholder, defaults require any consent, approval, or notice under any statute, law, rule or regulation applicable to such Stockholder other occurrences that than (x) as required under the Exchange Act and the rules and regulations promulgated thereunder and (y) where the failure to obtain such consents or approvals or to make such notifications, would not not, individually or in the aggregate, prevent or materially delay the performance by such Stockholder of any of such Stockholder’s obligations under this Agreement, or (iv) except for applicable requirements, if any, of the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”), the New York Stock Exchange Market (the “NYSE”) or the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), require any filing by such Stockholder with, or any permit, authorization, consent or approval of, any governmental or regulatory authority, except where the failure to make such filing or obtain such permit, authorization, consent or approval would not prevent or materially delay the performance by the Stockholder of any of such Stockholder’s its obligations under this Agreement. (de) The Shares and the certificates certificates, if any, representing the Shares owned by such Stockholder are now now, and at all times during the term hereof will be be, held by such Stockholder, or by a nominee or custodian for the benefit of such StockholderStockholder or by the depository under the Offer, free and clear of all pledges, liens, charges, claims, security interests, proxies, voting trusts or agreements, options, rights (other than community property interests), understandings or arrangements or any other encumbrances whatsoeveror restrictions whatsoever on title, transfer, or exercise of any rights of a stockholder in respect of such Shares (collectively, “Encumbrances”), except for (i) any such encumbrances or proxies Encumbrances arising hereunder (in connection therewith any restrictions on transfer or under applicable any other Encumbrances have been waived by appropriate consent), (ii) any rights, agreements, understandings or arrangements which represent a financial interest in cash received upon sale of the Shares, (iii) Encumbrances imposed by federal and or state securities laws and (iv) any proxy or under the agreements set forth on Schedule B hereto. Such Stockholder owns power of record or beneficially no shares of Yuma Common Stock or Yuma Preferred Stock other than such Stockholder’s Shares as set forth on Exhibit B. (e) As attorney granted in favor of the date hereof, neither investment manager or investment advisor of such Stockholder, nor any of its respective properties or assets is subject to any order, writ, judgment, injunction, decree, determination or award that would prevent or delay Stockholder on terms not inconsistent with the consummation of the transactions contemplated hereby. (f) Such Stockholder understands and acknowledges that ▇▇▇▇▇ is entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery terms of this AgreementAgreement (collectively, “Permitted Encumbrances”).

Representations and Warranties of the Stockholders. Each of the Stockholders Stockholder hereby severally but not jointly represents and warrants warrants, to ▇▇▇▇▇, severally Univision and not jointly, Merger Sub as follows: (a) Such Stockholder is the record and the direct or indirect beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and unless otherwise indicated, the record owner of the shares of Yuma Common Stock and Yuma Preferred Stock (as may be adjusted from time to time pursuant to Section 5 hereof, the “Shares”) set forth opposite such Stockholder’s name on Schedule A to this Agreement and such Shares represent all of the shares of Yuma Common Stock and Yuma Preferred Stock beneficially owned by such Stockholder as of the date hereof. For purposes of this Agreement, the term “'s Shares” shall include any shares of Yuma Common Stock and Yuma Preferred Stock issuable to such Stockholder upon exercise or conversion of any existing right, contract, option, or warrant to purchase, or securities convertible into or exchangeable for, Yuma Common Stock or Yuma Preferred Stock, as the case may be (“Stockholder Rights”) that are currently exercisable or convertible or become exercisable or convertible and any other shares of Yuma Common Stock or Yuma Preferred Stock such Stockholder may acquire or beneficially own during the term of this Agreement. (b) Such Stockholder Stockholder, if a corporation, is duly organized, validly existing and in good standing under the laws of its respective jurisdiction, has all requisite organizational corporate power and authority and, if an individual, the legal capacity, to execute and deliver this Agreement and to perform its obligations consummate the transactions contemplated hereby. , and has taken all necessary corporate action to authorize the execution and delivery of this Agreement and the performance of such Stockholder's obligations hereunder. (c) This Agreement has been validly duly authorized, executed and delivered by such Stockholder and, assuming that this Agreement constitutes the legal, valid and binding obligation of ▇▇▇▇▇ and the other parties hereto, constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms terms, except (except insofar i) as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar and other laws of general application affecting enforcement of creditors’ ' rights generally, or by principles governing and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable remedies)relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. (cd) The Neither the execution and delivery of this Agreement nor the consummation by such Stockholder does notof the transactions contemplated hereby will result in a violation of, and the performance or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of this Agreement by such Stockholder will not, (i) if any kind to which such Stockholder is a corporation party or limited liability company, conflict with bound or to which any of such Stockholder's Shares are subject. Consummation by such Stockholder of the certificate or articles of incorporation, certificate of formation or limited liability company agreement or bylawstransactions contemplated hereby will not violate, or similar organizational documents require any consent, approval, or notice under, any provision of such Stockholder as presently in effect (in the case of a Stockholder that is a legal entity), (ii) conflict with or violate any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such Stockholder or by which it is bound or affected, (iii)(A) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, (B) give to any other person any rights of termination, amendment, acceleration or cancellation of, or (C) result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever upon any of the properties or assets of the Stockholder under, any agreement, contract, indenture, note or instrument to which such Stockholder is a party or by which it is bound or affected, except for such breaches, defaults or other occurrences that would not prevent or materially delay the performance by such Stockholder of any of such Stockholder’s obligations under this Agreement, or (iv) except for applicable requirements, if any, of the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”), the New York Stock Exchange Market (the “NYSE”) or the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), require any filing by such Stockholder with, or any permit, authorization, consent or approval of, any governmental or regulatory authority, except where the failure to make such filing or obtain such permit, authorization, consent or approval would not prevent or materially delay the performance by the Stockholder of any of such Stockholder’s obligations under this Agreement's Shares. (de) The Such Stockholder's Shares and the certificates representing the such Stockholder's Shares owned by such Stockholder are now and at all times during the term hereof will be held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all pledges, liens, charges, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except for any such (i) encumbrances or proxies arising hereunder or under applicable federal that certain Amended and state securities laws or under the agreements set forth on Schedule B hereto. Such Stockholder owns of record or beneficially no shares of Yuma Common Stock or Yuma Preferred Stock other than such Restated Stockholder’s Shares as set forth on Exhibit B. (e) As of the date hereof's Agreement dated December 1, neither such Stockholder, nor any of its respective properties or assets is subject to any order, writ, judgment, injunction, decree, determination or award that would prevent or delay the consummation of the transactions contemplated hereby. (f) Such Stockholder understands and acknowledges that 1998 among ▇▇▇▇▇▇▇ is entering into ▇. ▇▇▇▇▇▇▇▇, ▇▇. ("▇▇▇▇▇▇▇▇"), HBC, Clear Channel Communications, Inc. ("Clear Channel") and the Merger other parties named therein, (ii) any such encumbrances arising hereunder, (iii) a bona fide pledge to secure financing, and (iv) with respect to ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ or ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (collectively, the "▇▇▇▇▇▇▇▇ Family"), encumbrances arising under that certain Voting Agreement in reliance upon dated July 1, 1996 among ▇▇▇▇▇▇▇▇ and the other parties named therein (the "Voting Agreement"); provided, however, that such Stockholder may transfer all or a portion of such Stockholder’s execution and delivery 's Shares pursuant to Section 4 of this Agreement.

Representations and Warranties of the Stockholders. Each By execution of the Stockholders hereby represents and warrants to ▇▇▇▇▇, severally and not jointly, as follows: (a) Such Stockholder is the beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and unless otherwise indicated, the record owner of the shares of Yuma Common Stock and Yuma Preferred Stock (as may be adjusted from time to time pursuant to Section 5 hereof, the “Shares”) set forth opposite such Stockholder’s name on Schedule A to this Agreement and such Shares represent all of the shares of Yuma Common Stock and Yuma Preferred Stock beneficially owned by such Stockholder as of the date hereof. For purposes a counterpart of this Agreement, any Stockholder at the term “time of that execution makes the following representations and warranties to SHCR, these representations and warranties being made in connection with the issuance of the Closing Shares” shall include any shares of Yuma Common Stock : 1. This Agreement is made in reliance on each Stockholder's representations to SHCR that all Closing Shares acquired by that Stockholder will be acquired for investment for that Stockholder's own account, not as a nominee or agent, and Yuma Preferred Stock issuable to such Stockholder upon exercise or conversion not with a view toward distribution of any existing rightpart thereof, contractand that Stockholder has, optionexcept as otherwise contemplated in the Related Documents, no present intention of selling, granting participation in, or warrant to purchaseotherwise distributing those Closing Shares. 2. Each Stockholder understands that the Closing Shares will not be registered under the Securities Act, or securities convertible into or exchangeable foron the ground that the sale and issuance of the same are exempt from registration under Section 4(2) of the Securities Act, Yuma Common Stock or Yuma Preferred Stock, as and that SHCR's reliance on that exemption is predicated on the case may be (“representations of each Stockholder Rights”) that are currently exercisable or convertible or become exercisable or convertible and any other shares of Yuma Common Stock or Yuma Preferred Stock such Stockholder may acquire or beneficially own during the term of set forth in this Agreement. (b) Such 3. Each Stockholder has all requisite organizational power understands that the Closing Shares may not be sold, transferred or otherwise disposed of without registration under the Securities Act or an exemption therefrom, and authority and, if that in the absence of an individualeffective registration statement covering the Closing Shares or an available exemption from registration under the Securities Act, the legal capacityClosing Shares must be held indefinitely. Each Stockholder agrees that, in addition to execute any other applicable limitations on the transfer of the Closing Shares, in no event will it make a transfer, pledge or other disposition of any of the Closing Shares other than pursuant to an effective registration statement under the Securities Act, unless and deliver this Agreement and to perform its obligations contemplated hereby. This Agreement has been validly executed and delivered by such Stockholder and, assuming that this Agreement constitutes the legal, valid and binding obligation of ▇▇▇▇▇ and the other parties hereto, constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies). (c) The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, until: (i) if such that Stockholder is shall have notified SHCR of the proposed disposition and shall have furnished to SHCR a corporation or limited liability company, conflict with statement of the certificate or articles of incorporation, certificate of formation or limited liability company agreement or bylaws, or similar organizational documents of such Stockholder as presently in effect (in circumstances surrounding the case of a Stockholder that is a legal entity)disposition; and, (ii) conflict with or violate any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such Stockholder or by which it is bound or affected, (iii)(A) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, (B) give to any other person any rights of termination, amendment, acceleration or cancellation of, or (C) result in at the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever upon any of the properties or assets expense of the Stockholder underor its transferee, any agreementit shall have furnished to SHCR an opinion of counsel reasonably satisfactory to SHCR and its counsel to the effect that the proposed transfer, contract, indenture, note or instrument to which such Stockholder is a party or by which it is bound or affected, except for such breaches, defaults pledge or other occurrences that would not prevent or materially delay the performance by such Stockholder of any of such Stockholder’s obligations disposition may be made without registration under this Agreement, or (iv) except for applicable requirements, if any, of the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”), the New York Stock Exchange Market (the “NYSE”) or the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), require any filing by such Stockholder with, or any permit, authorization, consent or approval of, any governmental or regulatory authority, except where the failure to make such filing or obtain such permit, authorization, consent or approval would not prevent or materially delay the performance by the Stockholder of any of such Stockholder’s obligations under this Agreement. (d) The Shares and the certificates representing the Shares owned by such Stockholder are now and at all times during the term hereof will be held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all pledges, liens, charges, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except for any such encumbrances or proxies arising hereunder or under applicable federal and state securities laws or under the agreements set forth on Schedule B hereto. Such Stockholder owns of record or beneficially no shares of Yuma Common Stock or Yuma Preferred Stock other than such Stockholder’s Shares as set forth on Exhibit B. (e) As of the date hereof, neither such Stockholder, nor any of its respective properties or assets is subject to any order, writ, judgment, injunction, decree, determination or award that would prevent or delay the consummation of the transactions contemplated hereby. (f) Such Stockholder understands and acknowledges that ▇▇▇▇▇ is entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement.

Representations and Warranties of the Stockholders. Each of the Stockholders hereby represents and warrants to ▇▇▇▇▇, severally Parent and not jointly, Merger Sub as follows: (a) Such Subject to any shared ownership with any of the other Stockholders, such Stockholder (i) is the record and beneficial owner (within of, or is a trust or estate that is the meaning sole record holder of Rule 13d-3 under and whose beneficiaries are the Securities Exchange Act of 1934sole beneficial owners of, as amended (the “Exchange Act”)) and unless otherwise indicated, the record owner of the shares of Yuma Class A Common Stock and Yuma Preferred and/or Class B Common Stock (as together with any Shares which such Stockholder may be adjusted from acquire at any time to time pursuant to Section 5 hereof, in the “Shares”future during the term of this Agreement) set forth opposite such Stockholder’s name on Schedule A I to this Agreement and such (ii) except as set forth in Schedule I to this Agreement and the Shares represent all of held by the shares of Yuma Common Shaich Family Foundation, neither holds nor has any beneficial ownership interest in any other Shares or any performance based stock units, restricted stock, deferred stock units or options (other than any granted pursuant to a Stock and Yuma Preferred Stock beneficially owned by such Stockholder as of the date hereof. For purposes of this Agreement, the term “Shares” shall include any shares of Yuma Common Stock and Yuma Preferred Stock issuable Plan) or warrants to such Stockholder upon exercise acquire Shares or conversion of any existing right, contract, option, other right or warrant to purchase, or securities security convertible into or exchangeable for, Yuma Common Stock or Yuma Preferred Stock, as the case may be (“Stockholder Rights”) that are currently exercisable or convertible or become exercisable or convertible and any other shares of Yuma Common Stock or Yuma Preferred Stock such Stockholder may acquire or beneficially own during the term of this Agreementexchangeable for Shares. (b) Such Stockholder has all requisite organizational power and authority and, if an individual, the legal capacitycapacity to execute and deliver this Agreement, or the investment manager, investment advisor, or trustee of such Stockholder has the legal capacity to execute and deliver this Agreement on behalf of such Stockholder, and to perform its obligations consummate the transactions contemplated hereby. . (c) This Agreement has been validly executed and delivered by such Stockholder or by the investment manager, investment advisor, or trustee of such Stockholder and, assuming that this Agreement constitutes the legal, a valid and binding obligation of ▇▇▇▇▇ Parent and the other parties heretoMerger Sub, constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcyterms, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, or by principles governing subject to the availability of equitable remedies)Bankruptcy and Equity Exception. (cd) The execution and delivery of this Agreement and the consummation by such Stockholder does not, and of the performance of this Agreement by such Stockholder transactions contemplated hereby will not, (i) if such Stockholder is a corporation or limited liability company, conflict with the certificate or articles of incorporation, certificate of formation or limited liability company agreement or bylaws, or similar organizational documents of such Stockholder as presently in effect (in the case of a Stockholder that is a legal entity), (ii) conflict with or violate any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such Stockholder or by which it is bound or affected, (iii)(A) not result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, (B) give to any other person any rights of termination, amendment, acceleration or cancellation violation of, or (C) result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever upon any of the properties or assets of the Stockholder a default under, or conflict with, any contract, trust, commitment, agreement, contractunderstanding, indenture, note arrangement or instrument other binding obligation to which such Stockholder is a party or by which it is bound such Stockholder or affectedsuch Stockholder’s assets are bound, except for such breachesviolations, defaults or other occurrences that conflicts as would not not, individually or in the aggregate, prevent or materially delay the performance by such Stockholder of any of such Stockholder’s its obligations under this Agreement. The consummation by such Stockholder of the transactions contemplated hereby will not (i) violate any provision of any judgment, order or decree applicable to such Stockholder or (ivii) except for applicable requirements, if any, to the knowledge of the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”), the New York Stock Exchange Market (the “NYSE”) or the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”)such Stockholder, require any filing by consent, approval, or notice under any statute, law, rule or regulation applicable to such Stockholder with, or any permit, authorization, consent or approval of, any governmental or regulatory authority, except other than (x) as required under the Exchange Act and the rules and regulations promulgated thereunder and (y) where the failure to obtain such consents or approvals or to make such filing notifications would not, individually or obtain such permitin the aggregate, authorization, consent or approval would not prevent or materially delay the performance by the such Stockholder of any of such Stockholder’s its obligations under this Agreement. (de) The Shares and the certificates certificates, if any, representing the Shares owned by such Stockholder are now and now, and, subject to Section 4(b), at all times during the term hereof will be be, held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all pledges, liens, charges, pledges, claims, security interests, proxies, voting trusts or agreements, options, rights (other than community property interests), understandings or arrangements or any other encumbrances whatsoeveror restrictions whatsoever on title, transfer, or exercise of any rights of a Stockholder in respect of such Shares (collectively, “Encumbrances”), except for (i) any such encumbrances or proxies Encumbrances arising hereunder or under applicable the Merger Agreement, (ii) any rights, agreements, understandings or arrangements which represent a financial interest in cash received upon sale of the Shares, (iii) Encumbrances imposed by federal and or state securities laws or laws, (iv) Encumbrances imposed pursuant to any written policies of the Company with respect to restrictions upon the trading of securities under applicable securities laws, (v) Encumbrances arising under any contract governing the agreements set forth on Schedule B hereto. Such terms of any awards granted to such Stockholder owns pursuant to a Stock Plan, (vi) with respect to Shaich, that certain trading plan, dated as of record or beneficially no shares February 23, 2017, by and between Fidelity Brokerage Services, LLC and Shaich, for purposes of Yuma Common Stock or Yuma Preferred Stock other than such Stockholder’s Shares Rule 10b5-1 of the Exchange Act that is in effect as set forth on Exhibit B. (e) As of the date hereofof this Agreement (the “Trading Plan”), neither such Stockholder, nor and (vii) any proxy or power of its respective properties or assets is subject to any order, writ, judgment, injunction, decree, determination or award that would prevent or delay the consummation attorney granted in favor of the transactions contemplated hereby. (f) Such investment manager, investment advisor, or trustee of such Stockholder understands and acknowledges that ▇▇▇▇▇ is entering into on terms not inconsistent with the Merger Agreement in reliance upon such Stockholder’s execution and delivery terms of this AgreementAgreement (collectively, “Permitted Encumbrances”).

Representations and Warranties of the Stockholders. Each By execution of the Stockholders hereby represents and warrants to ▇▇▇▇▇, severally and not jointly, as follows: (a) Such Stockholder is the beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and unless otherwise indicated, the record owner of the shares of Yuma Common Stock and Yuma Preferred Stock (as may be adjusted from time to time pursuant to Section 5 hereof, the “Shares”) set forth opposite such Stockholder’s name on Schedule A to this Agreement and such Shares represent all of the shares of Yuma Common Stock and Yuma Preferred Stock beneficially owned by such Stockholder as of the date hereof. For purposes a counterpart of this Agreement, any Stockholder at the term “time of that execution makes the following representations and warranties to SHCR, these representations and warranties being made in connection with the issuance of the Closing Shares” shall include any shares of Yuma Common Stock : 1. This Agreement is made in reliance on each Stockholder's representations to SHCR that all Closing Shares acquired by that Stockholder will be acquired for investment for that Stockholder's own account, not as a nominee or agent, and Yuma Preferred Stock issuable to such Stockholder upon exercise or conversion not with a view toward distribution of any existing rightpart thereof, contractand that Stockholder has, optionexcept as otherwise contemplated in the Related Documents, no present intention of selling, granting participation in, or warrant to purchaseotherwise distributing those Closing Shares. 2. Each Stockholder understands that the Closing Shares will not be registered under the Securities Act, or securities convertible into or exchangeable foron the ground that the sale and issuance of the same are exempt from registration under Section 4(2) of the Securities Act, Yuma Common Stock or Yuma Preferred Stock, as and that SHCR's reliance on that exemption is predicated on the case may be (“representations of each Stockholder Rights”) that are currently exercisable or convertible or become exercisable or convertible and any other shares of Yuma Common Stock or Yuma Preferred Stock such Stockholder may acquire or beneficially own during the term of set forth in this Agreement. (b) Such 3. Each Stockholder has all requisite organizational power understands that the Closing Shares may not be sold, transferred or otherwise disposed of without registration under the Securities Act or an exemption therefrom, and authority and, if that in the absence of an individualeffective registration statement covering the Closing Shares or an available exemption from registration under the Securities Act, the legal capacityClosing Shares must be held indefinitely. Each Stockholder agrees that, in addition to execute any other applicable limitations on the transfer of the Closing Shares, in no event will it make a transfer, pledge or other disposition of any of the Closing Shares other than pursuant to an effective registration statement under the Securities Act, unless and deliver this Agreement and to perform its obligations contemplated hereby. This Agreement has been validly executed and delivered by such Stockholder and, assuming that this Agreement constitutes the legal, valid and binding obligation of ▇▇▇▇▇ and the other parties hereto, constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies). (c) The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, until: (i) if such that Stockholder is shall have notified SHCR of the proposed disposition and shall have furnished to SHCR a corporation or limited liability company, conflict with statement of the certificate or articles of incorporation, certificate of formation or limited liability company agreement or bylaws, or similar organizational documents of such Stockholder as presently in effect (in circumstances surrounding the case of a Stockholder that is a legal entity)disposition; and, (ii) conflict with or violate any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such Stockholder or by which it is bound or affected, (iii)(A) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, (B) give to any other person any rights of termination, amendment, acceleration or cancellation of, or (C) result in at the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever upon any of the properties or assets expense of the Stockholder underor its transferee, any agreementit shall have furnished to SHCR an opinion of counsel reasonably satisfactory to SHCR and its counsel to the effect that the proposed transfer, contract, indenture, note or instrument to which such Stockholder is a party or by which it is bound or affected, except for such breaches, defaults pledge or other occurrences that would not prevent or materially delay the performance by such Stockholder of any of such Stockholder’s obligations disposition may be made without registration under this Agreement, or (iv) except for applicable requirements, if any, of the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”), the New York Stock Exchange Market (the “NYSE”) or the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), require any filing by such Stockholder with, or any permit, authorization, consent or approval of, any governmental or regulatory authority, except where the failure to make such filing or obtain such permit, authorization, consent or approval would not prevent or materially delay the performance by the Stockholder of any of such Stockholder’s obligations under this Agreement. 4. Each Stockholder: (di) The Shares by reason of his or her business and financial experience, has that knowledge, sophistication and experience in business and financial matters as to be capable of evaluating the certificates representing merits and risks of his or her investment in the Shares owned by such Stockholder are now and at all times during the term hereof will be held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all pledges, liens, charges, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except for any such encumbrances or proxies arising hereunder or under applicable federal and state securities laws or under the agreements set forth on Schedule B hereto. Such Stockholder owns of record or beneficially no shares of Yuma Common Stock or Yuma Preferred Stock other than such Stockholder’s Shares as set forth on Exhibit B. (e) As of the date hereof, neither such Stockholder, nor any of its respective properties or assets is subject to any order, writ, judgment, injunction, decree, determination or award that would prevent or delay the consummation of the transactions contemplated hereby. (f) Such Stockholder understands and acknowledges that ▇▇▇▇▇ is entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement.Closing Shares; and,

Representations and Warranties of the Stockholders. Each By execution of the Stockholders hereby represents and warrants to ▇▇▇▇▇, severally and not jointly, as follows: (a) Such Stockholder is the beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and unless otherwise indicated, the record owner of the shares of Yuma Common Stock and Yuma Preferred Stock (as may be adjusted from time to time pursuant to Section 5 hereof, the “Shares”) set forth opposite such Stockholder’s name on Schedule A to this Agreement and such Shares represent all of the shares of Yuma Common Stock and Yuma Preferred Stock beneficially owned by such Stockholder as of the date hereof. For purposes a counterpart of this Agreement, any Stockholder at the term “time of that execution makes the following representations and warranties to Sheridan, these representations and warranties being made in connection with the issuance of the Closing Shares” shall include any shares of Yuma Common Stock : 1. This Agreement is made in reliance on each Stockholder's representations to Sheridan that all Closing Shares acquired by that Stockholder will be acquired for investment for that Stockholder's own account, not as a nominee or agent, and Yuma Preferred Stock issuable to such Stockholder upon exercise or conversion not with a view toward distribution of any existing rightpart thereof, contractand that Stockholder has, optionexcept as otherwise contemplated in the Related Documents, no present intention of selling, granting participation in, or warrant to purchaseotherwise distributing those Closing Shares. 2. Each Stockholder understands that the Closing Shares will not be registered under the Securities Act, or securities convertible into or exchangeable foron the ground that the sale and issuance of the same are exempt from registration under Section 4(2) of the Securities Act, Yuma Common Stock or Yuma Preferred Stock, as and that Sheridan's reliance on that exemption is predicated on the case may be (“representations of each Stockholder Rights”) that are currently exercisable or convertible or become exercisable or convertible and any other shares of Yuma Common Stock or Yuma Preferred Stock such Stockholder may acquire or beneficially own during the term of set forth in this Agreement. (b) Such 3. Each Stockholder has all requisite organizational power understands that the Closing Shares may not be sold, transferred or otherwise disposed of without registration under the Securities Act or an exemption therefrom, and authority and, if that in the absence of an individualeffective registration statement covering the Closing Shares or an available exemption from registration under the Securities Act, the legal capacityClosing Shares must be held indefinitely. Each Stockholder agrees that, in addition to execute any other applicable limitations on the transfer of the Closing Shares, in no event will it make a transfer, pledge or other disposition of any of the Closing Shares other than pursuant to an effective registration statement under the Securities Act, unless and deliver this Agreement and to perform its obligations contemplated hereby. This Agreement has been validly executed and delivered by such Stockholder and, assuming that this Agreement constitutes the legal, valid and binding obligation of ▇▇▇▇▇ and the other parties hereto, constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies). (c) The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, until: (i) if such that Stockholder is shall have notified Sheridan of the proposed disposition and shall have furnished to Sheridan a corporation or limited liability company, conflict with statement of the certificate or articles of incorporation, certificate of formation or limited liability company agreement or bylaws, or similar organizational documents of such Stockholder as presently in effect (in circumstances surrounding the case of a Stockholder that is a legal entity)disposition; and, (ii) conflict with or violate any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such Stockholder or by which it is bound or affected, (iii)(A) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, (B) give to any other person any rights of termination, amendment, acceleration or cancellation of, or (C) result in at the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever upon any of the properties or assets expense of the Stockholder underor its transferee, any agreementit shall have furnished to Sheridan an opinion of counsel reasonably satisfactory to Sheridan and its counsel to the effect that the proposed transfer, contract, indenture, note or instrument to which such Stockholder is a party or by which it is bound or affected, except for such breaches, defaults pledge or other occurrences that would not prevent or materially delay the performance by such Stockholder of any of such Stockholder’s obligations disposition may be made without registration under this Agreement, or (iv) except for applicable requirements, if any, of the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”), the New York Stock Exchange Market (the “NYSE”) or the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), require any filing by such Stockholder with, or any permit, authorization, consent or approval of, any governmental or regulatory authority, except where the failure to make such filing or obtain such permit, authorization, consent or approval would not prevent or materially delay the performance by the Stockholder of any of such Stockholder’s obligations under this Agreement. 4. Each Stockholder: (di) The Shares by reason of his or her business and financial experience, has that knowledge, sophistication and experience in business and financial matters as to be capable of evaluating the certificates representing merits and risks of his or her investment in the Shares owned by such Stockholder are now and at all times during the term hereof will be held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all pledges, liens, charges, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except for any such encumbrances or proxies arising hereunder or under applicable federal and state securities laws or under the agreements set forth on Schedule B hereto. Such Stockholder owns of record or beneficially no shares of Yuma Common Stock or Yuma Preferred Stock other than such Stockholder’s Shares as set forth on Exhibit B. (e) As of the date hereof, neither such Stockholder, nor any of its respective properties or assets is subject to any order, writ, judgment, injunction, decree, determination or award that would prevent or delay the consummation of the transactions contemplated hereby. (f) Such Stockholder understands and acknowledges that ▇▇▇▇▇ is entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement.Closing Shares; and,

Representations and Warranties of the Stockholders. Each of the Stockholders hereby -------------------------------------------------- Stockholder represents and warrants to ▇▇▇▇▇, severally and not jointly, Virata as follows: (a) Such If such Stockholder is the beneficial owner (within the meaning of Rule 13d-3 a corporation, limited liability company, partnership or trust, such Stockholder has been duly organized and is validly existing and in good standing under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and unless otherwise indicated, the record owner laws of the shares jurisdiction of Yuma Common Stock and Yuma Preferred Stock (as may be adjusted from time to time pursuant to Section 5 hereof, the “Shares”) set forth opposite such Stockholder’s name on Schedule A to this Agreement and such Shares represent all of the shares of Yuma Common Stock and Yuma Preferred Stock beneficially owned by such Stockholder as of the date hereof. For purposes of this Agreement, the term “Shares” shall include any shares of Yuma Common Stock and Yuma Preferred Stock issuable to such Stockholder upon exercise or conversion of any existing right, contract, option, or warrant to purchase, or securities convertible into or exchangeable for, Yuma Common Stock or Yuma Preferred Stock, as the case may be (“Stockholder Rights”) that are currently exercisable or convertible or become exercisable or convertible and any other shares of Yuma Common Stock or Yuma Preferred Stock such Stockholder may acquire or beneficially own during the term of this Agreementits organization. (b) Such If such Stockholder is a corporation, limited liability company, partnership or trust, such Stockholder has all requisite organizational necessary corporate power and authority andto enter into this Agreement, if an individual, the legal capacity, to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. , and the execution, delivery and performance of this Agreement by such Stockholder and the consummation by such Stockholder of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of such Stockholder. (c) This Agreement has been validly duly executed and delivered by such Stockholder andand (assuming the valid authorization, assuming that execution and delivery of this Agreement constitutes the legal, valid and binding obligation of ▇▇▇▇▇ and the other parties hereto, constitutes the legal, by Virata) is a valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms (terms, except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ ' rights generally, generally and general equitable principles (whether considered in a proceeding in equity or by principles governing the availability of equitable remediesat law). (cd) The execution and delivery of this Agreement by such Stockholder does do not, and the performance of this Agreement by such Stockholder will not, (i) if such Stockholder is a corporation or corporation, limited liability company, partnership or trust, conflict with or violate the certificate or articles of incorporation, certificate of formation or limited liability company agreement or bylaws, or similar organizational documents of such Stockholder as presently in effect (in the case of a Stockholder that is a legal entity)Stockholder, (ii) conflict with or violate any judgment, order, decree, statute, law, ordinancerule, rule regulation or regulation order applicable to such Stockholder or by which it any of such Stockholder's properties is bound bound, or affected(iii) conflict with, (iii)(A) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, (B) or give to any other person others any rights of termination, amendment, acceleration or cancellation of, or (C) require payment under, or result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever upon any of lien on the properties or assets of the such Stockholder underpursuant to, any agreementnote, bond, mortgage, indenture, contract, indentureagreement, note lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which it such Stockholder or any of its properties is bound or affectedbound, except for such breaches, defaults or other occurrences any thereof that would not prevent result in the imposition of a lien on such Stockholder's Shares or materially delay impair the ability of such Stockholder to perform its obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. (e) The execution and delivery of this Agreement by such Stockholder does not, and the performance by such Stockholder of any of such Stockholder’s 's obligations under this Agreementhereunder will not, require such Stockholder to obtain any consent, approval, authorization or permit of, or (iv) except for applicable requirements, if any, of the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”), the New York Stock Exchange Market (the “NYSE”) or the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), require to make any filing by such Stockholder with, with or any permit, authorization, consent or approval ofnotification to, any governmental or regulatory authority, except where the failure to make such filing or obtain such permit, authorization, consent or approval would not prevent or materially delay the performance by the Stockholder of any of such Stockholder’s obligations under this Agreement. (d) The Shares and the certificates representing the Shares owned by such Stockholder are now and at all times during the term hereof will be held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all pledges, liens, charges, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoeverGovernmental Entity, except for any such encumbrances or proxies arising hereunder or under applicable federal and state securities laws or under an amendment to the agreements set forth Statement on Schedule B hereto. Such 13D filed by, among others, such Stockholder owns of record or beneficially no shares of Yuma Common Stock or Yuma Preferred Stock other than such Stockholder’s Shares as set forth on Exhibit B. (e) As of the date hereof, neither such Stockholder, nor with respect to Globespan and any of its respective properties or assets is subject to any order, writ, judgment, injunction, decree, determination or award that would prevent or delay the consummation of the transactions contemplated herebyrequired Section 16 filings. (f) Such Stockholder understands and acknowledges that ▇▇▇▇▇ There is entering into no suit, action, investigation or proceeding pending or, to the Merger Agreement in reliance upon knowledge of such Stockholder’s execution , threatened against such Stockholder at law or in equity before or by any Governmental Entity that could reasonably be expected to materially impair the ability of such Stockholder to perform its obligations hereunder on a timely basis, and delivery there is no agreement, commitment or law to which such Stockholder is subject that could reasonably be expected to materially impair the ability of such Stockholder to perform its obligations hereunder on a timely basis. (g) Except as set forth on Schedule I hereto or as otherwise provided herein, (i) such Stockholder's Existing Shares are owned beneficially and of record by such Stockholder; (ii) such Stockholder has not appointed or granted any proxy which is still effective with respect to any Shares other than as provided in this Agreement; and (iii) such Stockholder has sole voting power and sole power of disposition with respect to all of such Stockholder's Existing Shares, with no restrictions on such Stockholder's rights of disposition pertaining thereto. The Existing Shares constitute all of the shares of Globespan Common Stock owned of record or beneficially by such Stockholder. All of the Existing Shares are issued and outstanding and, except as listed on Schedule 1 and except for the preferred stock purchase rights associated with such Existing Shares, such Stockholder does not own, of record or beneficially, any warrants, options, convertible securities or other rights to acquire any shares of Globespan Common Stock.

Representations and Warranties of the Stockholders. Each of the Stockholders hereby Stockholder, as to such Stockholder only, represents and warrants to ▇▇▇▇▇, severally and not jointly, Teleglobe as follows: (a) Schedule I sets forth, opposite such Stock- holder's name, the number and type of Shares of which such Stockholder is the record or beneficial owner. Such Stockholder is the beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and unless otherwise indicated, the record lawful owner of the shares such Shares, free and clear of Yuma Common Stock all liens, charges, options, rights, encumbrances, stockholders agreements, voting agreements, agreements to transfer or otherwise dispose of such Shares and Yuma Preferred Stock (as may be adjusted from time to time pursuant to Section 5 hereofcommitments of every kind, the “Shares”) set forth opposite such Stockholder’s name on Schedule A to other than this Agreement and as disclosed in Schedule I and has the sole power to vote (or cause to be voted) the Shares as set forth in this Agreement and the Consent. Except as set forth on such Shares represent all Schedule I, neither such Stockholder nor any of the its Affiliates owns or holds any rights to acquire any additional shares of Yuma Common Stock and Yuma Preferred Stock beneficially owned by such Stockholder as of the date hereof. For purposes of this Agreement, the term “Shares” shall include any shares of Yuma Common Stock and Yuma Preferred Stock issuable to such Stockholder upon exercise or conversion of any existing right, contract, option, or warrant to purchase, or securities convertible into or exchangeable for, Yuma Company Common Stock or Yuma Preferred Stock, as other securities of the case may be (“Stockholder Rights”) that are currently exercisable Company or convertible any interest therein or become exercisable or convertible and any other voting rights with respect to any additional shares of Yuma Company Common Stock or Yuma Preferred Stock any other securities of the Company. (b) This Agreement and the Consent each have been duly executed and delivered by a duly authorized officer of such Stockholder may acquire or beneficially own during or, if the term of Stockholder is a natural person, the Stockholder has the legal capacity to execute this Agreement. (bc) Such Stockholder has all requisite organizational power and authority and, if an individual, the legal capacity, to execute and deliver this This Agreement and to perform its obligations contemplated hereby. This Agreement has been validly executed and delivered by such Stockholder and, assuming that this Agreement constitutes the legal, Consent constitute the valid and binding obligation of ▇▇▇▇▇ and the other parties hereto, constitutes the legal, valid and binding obligation agreements of such Stockholder, enforceable against such Stockholder in accordance with its terms (their terms, except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or and similar laws relating to or affecting creditors’ rights generally, creditors generally by general equity principles (regardless of whether enforceability is considered in a proceeding in equity or at law) or by principles governing the availability an implied covenant of equitable remedies)good faith and fair dealing. (cd) The execution and delivery of this Agreement and the Consent by such Stockholder does notnot violate or breach, and will not give rise to any violation or breach, of such Stockholder's charter, by-laws, trust instrument or partnership agreement, to the performance of this Agreement by such Stockholder extent applicable or, except as will not, (i) if such Stockholder is a corporation or limited liability company, conflict with not materially impair the certificate or articles of incorporation, certificate of formation or limited liability company agreement or bylaws, or similar organizational documents ability of such Stockholder as presently in effect (in to effectuate, carry out or comply with all of the case terms of a Stockholder that is a legal entity)this Agreement, (ii) conflict with any Law, third party consent, Governmental Entity approval or violate any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Contract by which such Stockholder or by which it is bound its assets or affected, (iii)(A) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, (B) give to any other person any rights of termination, amendment, acceleration or cancellation of, or (C) result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever upon any of the properties or assets of the Stockholder under, any agreement, contract, indenture, note or instrument to which such Stockholder is a party or by which it is bound or affected, except for such breaches, defaults or other occurrences that would not prevent or materially delay the performance by such Stockholder of any of such Stockholder’s obligations under this Agreement, or (iv) except for applicable requirements, if any, of the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”), the New York Stock Exchange Market (the “NYSE”) or the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), require any filing by such Stockholder with, or any permit, authorization, consent or approval of, any governmental or regulatory authority, except where the failure to make such filing or obtain such permit, authorization, consent or approval would not prevent or materially delay the performance by the Stockholder of any of such Stockholder’s obligations under this Agreementmay be bound. (d) The Shares and the certificates representing the Shares owned by such Stockholder are now and at all times during the term hereof will be held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all pledges, liens, charges, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except for any such encumbrances or proxies arising hereunder or under applicable federal and state securities laws or under the agreements set forth on Schedule B hereto. Such Stockholder owns of record or beneficially no shares of Yuma Common Stock or Yuma Preferred Stock other than such Stockholder’s Shares as set forth on Exhibit B. (e) As of the date hereof, neither such Stockholder, nor any of its respective properties or assets is subject to any order, writ, judgment, injunction, decree, determination or award that would prevent or delay the consummation of the transactions contemplated hereby. (f) Such Stockholder understands and acknowledges that ▇▇▇▇▇ is entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement.

Representations and Warranties of the Stockholders. Each of the Stockholders Stockholder hereby severally, and not jointly, represents and warrants to ▇▇▇▇▇Parent, severally as of the date hereof and not jointlyas of the Closing Date, as follows: (a) Such Stockholder is the record and beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and unless otherwise indicated, the record owner of the number of shares of Yuma Common Company Stock and Yuma Preferred Stock (as may be adjusted from time to time pursuant to Section 5 hereof, the “Shares”) and/or Company Options set forth opposite next to such Stockholder’s 's name on Schedule A to this Agreement and such Shares represent all of the shares of Yuma Common Stock and Yuma Preferred Stock beneficially owned by such Stockholder as of the date hereof. For purposes of this Agreement, the term “Shares” shall include any shares of Yuma Common Stock and Yuma Preferred Stock issuable to such Stockholder upon exercise or conversion of any existing right, contract, option, or warrant to purchase, or securities convertible into or exchangeable for, Yuma Common Stock or Yuma Preferred Stock, as the case may be (“Stockholder Rights”) that are currently exercisable or convertible or become exercisable or convertible and any other shares of Yuma Common Stock or Yuma Preferred Stock such Stockholder may acquire or beneficially own during the term of this Agreementhereto. (b) Such Stockholder Stockholder, if a corporation, partnership or limited liability company ("LLC"), is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, has all requisite organizational corporate, partnership or LLC power and authority andauthority, if an individual, as the legal capacitycase may be, to execute and deliver enter into this Agreement and to perform its obligations consummate the transactions contemplated herebyby this Agreement. The execution and delivery of this Agreement by such Stockholder and the consummation by such Stockholder of the transactions contemplated by this Agreement have been duly authorized by all requisite corporate, partnership or LLC action, as the case may be, on the part of such Stockholder. (c) This Agreement has been validly duly executed and delivered by such Stockholder and, assuming that this Agreement and constitutes the legal, valid and binding obligation of ▇▇▇▇▇ and the other parties hereto, constitutes the legal, a valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms terms, except (except insofar i) as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar and other laws of general application affecting enforcement of creditors’ ' rights generally, or by principles governing and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable remedies)relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. (cd) The Neither the execution and delivery of this Agreement nor the consummation by such Stockholder does not, and of the performance of this Agreement by such Stockholder transactions contemplated hereby will not, (i) if such Stockholder is a corporation or limited liability company, conflict with the certificate or articles of incorporation, certificate of formation or limited liability company agreement or bylaws, or similar organizational documents of such Stockholder as presently in effect (in the case of a Stockholder that is a legal entity), (ii) conflict with or violate any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such Stockholder or by which it is bound or affected, (iii)(A) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, (B) give to any other person any rights of termination, amendment, acceleration or cancellation violation of, or (C) result in the creation of a default under, or conflict with, any pledgecontract, claimtrust, liencommitment, chargeagreement, encumbrance understanding, arrangement or security interest restriction of any kind or nature whatsoever upon any of the properties or assets of the Stockholder under, any agreement, contract, indenture, note or instrument to which such Stockholder is a party or by which it is bound or affectedto which any shares of Company Stock or Company Options held or controlled by such Stockholder (collectively with respect to each Stockholder, except the "Securities") are subject. Except for such breachesany necessary filings under the Securities Act and the Exchange Act or otherwise disclosed in the Merger Agreement, defaults or other occurrences that would not prevent or materially delay the performance consummation by such Stockholder of any of such Stockholder’s obligations under this Agreementthe transactions contemplated hereby will not violate, or (iv) except for require Approval under any Applicable Law applicable requirements, if any, of the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”), the New York Stock Exchange Market (the “NYSE”) or the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), require any filing by to such Stockholder with, or any permit, authorization, consent or approval of, any governmental or regulatory authority, except where the failure to make such filing or obtain such permit, authorization, consent or approval would not prevent or materially delay the performance by the Stockholder of any of such Stockholder’s obligations under this AgreementSecurities. (de) The Shares Such Securities and the certificates representing the Shares owned by such Stockholder are now and at all times during the term hereof Securities will be held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all pledges, liens, charges, claims, security interestsLiens, proxies, voting trusts or agreements, understandings or other similar arrangements or any other encumbrances whatsoever, except for any such encumbrances or proxies arising hereunder or under applicable federal and state securities laws or under the agreements set forth on Schedule B hereto. Such Stockholder owns of record or beneficially no shares of Yuma Common Stock or Yuma Preferred Stock other than such Stockholder’s Shares as set forth on Exhibit B. (e) As of pursuant to this Agreement, the date hereof, neither such Stockholder, nor any of its respective properties or assets is subject to any order, writ, judgment, injunction, decree, determination or award that would prevent or delay Registration Rights Agreement and the consummation of the transactions contemplated herebyMerger Agreement. (f) Such Stockholder understands is not required to obtain the consent, authorization or approval of, or to submit any notice, report or other filing with, any Governmental Entity (except for any necessary filings under the Securities Act and acknowledges that ▇▇▇▇▇ is entering into the Merger Exchange Act) or other third party or to obtain any permit, license or franchise as a condition to the performance of this Agreement in reliance upon by such Stockholder’s execution and delivery . (g) No lawsuit, claim, proceeding or investigation is pending or, to the knowledge of such Stockholder, threatened by or against such Stockholder or any properties, assets, operations or businesses thereof, which relates to the transactions contemplated by this Agreement.

Representations and Warranties of the Stockholders. Each Stockholder severally represents and warrants to Purchaser as follows: 2.1 Such Stockholder is acquiring the Equity Securities for its own account and not on behalf of any other Person, and not with a view to resale or distribution in whole or in part in a manner that would violate the Securities Act. 2.2 Such Stockholder understands that the Equity Securities have not been registered under the Securities Act and will be "restricted securities" within the meaning of the regulations under the Securities Act, and by reason of the foregoing the Equity Securities may not be resold in the absence of an effective registration statement under, or applicable exemption from, the Securities Act, and that a restrictive legend will be affixed to the Equity Securities upon issuance to such Stockholder. 2.3 Such Stockholder has full knowledge of the operations of MPGN, Purchaser, I-Magic and the transactions contemplated by the Merger Documents. Each of the Stockholders hereby represents has received and warrants to ▇▇▇▇▇, severally and not jointly, as follows: (a) Such Stockholder is the beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and unless otherwise indicated, the record owner reviewed a copy of the shares of Yuma Common Stock and Yuma Preferred Stock (as may be adjusted from time to time pursuant to Section 5 hereof, the “Shares”) set forth opposite such Stockholder’s name on Schedule A to this Agreement and such Shares represent all Merger Documents. Each of the shares of Yuma Common Stock Stockholders through its representatives has had an opportunity to ask questions and Yuma Preferred Stock beneficially owned receive answers concerning Purchaser, I-Magic, MPGN and the transactions contemplated by the Merger Documents and to obtain any additional information such Stockholder as has requested in order to verify the accuracy of the date hereofinformation contained in the Merger Documents. For purposes of this Agreement, the term “Shares” shall include any shares of Yuma Common Stock and Yuma Preferred Stock issuable to such Stockholder upon exercise or conversion of any existing right, contract, option, or warrant to purchase, or securities convertible into or exchangeable for, Yuma Common Stock or Yuma Preferred Stock, as the case may be (“Stockholder Rights”) that are currently exercisable or convertible or become exercisable or convertible and any other shares of Yuma Common Stock or Yuma Preferred Stock such Stockholder may acquire or beneficially own during the term of this Agreement. (b) Such Stockholder has all requisite organizational power relied solely on the representations and authority andwarranties contained in the Merger Documents and its own knowledge about Purchaser, if an individualI-Magic and MPGN in making its decision to acquire the Equity Securities. 2.4 Except as set forth in Schedule 4.24 to the Merger Agreement, such Stockholder has not employed any broker, finder, consultant, intermediary or advisor in connection with the legal capacity, to execute and deliver transactions contemplated by this Agreement and which would be entitled to perform its obligations contemplated hereby. This Agreement has been validly executed and delivered by such Stockholder anda broker's, assuming that this Agreement constitutes the legal, valid and binding obligation of ▇▇▇▇▇ and the other parties hereto, constitutes the legal, valid and binding obligation of such Stockholder, enforceable against finder's or similar fee or commission from Purchaser or such Stockholder in accordance connection with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies). (c) The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, (i) if such Stockholder is a corporation or limited liability company, conflict with the certificate or articles of incorporation, certificate of formation or limited liability company agreement or bylaws, or similar organizational documents of such Stockholder as presently in effect (in the case of a Stockholder that is a legal entity), (ii) conflict with or violate any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such Stockholder or by which it is bound or affected, (iii)(A) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, (B) give to any other person any rights of termination, amendment, acceleration or cancellation of, or (C) result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever upon any of the properties or assets of the Stockholder under, any agreement, contract, indenture, note or instrument to which such Stockholder is a party or by which it is bound or affected, except for such breaches, defaults or other occurrences that would not prevent or materially delay the performance by such Stockholder of any of such Stockholder’s obligations under this Agreement, or (iv) except for applicable requirements, if any, of the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”), the New York Stock Exchange Market (the “NYSE”) or the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), require any filing by such Stockholder with, or any permit, authorization, consent or approval of, any governmental or regulatory authority, except where the failure to make such filing or obtain such permit, authorization, consent or approval would not prevent or materially delay the performance by the Stockholder of any of such Stockholder’s obligations under this Agreement. (d) The Shares and the certificates representing the Shares owned by such Stockholder are now and at all times during the term hereof will be held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all pledges, liens, charges, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except for any such encumbrances or proxies arising hereunder or under applicable federal and state securities laws or under the agreements set forth on Schedule B hereto. Such Stockholder owns of record or beneficially no shares of Yuma Common Stock or Yuma Preferred Stock other than such Stockholder’s Shares as set forth on Exhibit B. (e) As of the date hereof, neither such Stockholder, nor any of its respective properties or assets is subject to any order, writ, judgment, injunction, decree, determination or award that would prevent or delay the consummation of the transactions contemplated hereby. (f) Such Stockholder understands and acknowledges that ▇▇▇▇▇ is entering into by the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this AgreementDocuments.

Representations and Warranties of the Stockholders. Each of the Stockholders Stockholder hereby represents and warrants to ▇▇▇▇▇Parent and Purchaser, severally and not jointly, as follows: (a) Such Stockholder (i) is the record and beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and unless otherwise indicated, the record owner of the shares of Yuma Common Stock and Yuma Preferred options to acquire Common Stock (as may be adjusted from time to time pursuant to Section 5 hereof6, the “"Shares”") set forth opposite such Stockholder’s his name on Schedule A 1 to this Agreement and such Shares represent all of the shares of Yuma Common Stock and Yuma Preferred Stock beneficially owned by such Stockholder (ii) except as of the date hereof. For purposes of this Agreementset forth on Schedule 1, the term “Shares” shall include neither holds nor has any shares of Yuma Common Stock and Yuma Preferred Stock issuable to such Stockholder upon exercise or conversion of beneficial ownership interest in any existing right, contract, option, option or warrant to purchase, acquire shares of Common Stock or securities other right or security convertible into or exchangeable for, Yuma Common Stock or Yuma Preferred Stock, as the case may be (“Stockholder Rights”) that are currently exercisable or convertible or become exercisable or convertible and any other exchangeable for shares of Yuma Common Stock or Yuma Preferred Stock such Stockholder may acquire or beneficially own during the term of this AgreementStock. (b) Such Stockholder has all requisite organizational power and authority and, if an individual, the legal capacity, capacity to execute and deliver this Agreement and to perform its obligations consummate the transactions contemplated hereby. . (c) This Agreement has been validly executed and delivered by such Stockholder and, assuming that this Agreement constitutes the legal, valid and binding obligation of ▇▇▇▇▇ and the other parties hereto, constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms terms, except (except insofar i) as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar and other laws of general application affecting enforcement of creditors’ ' rights generally, or by principles governing and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable remedies)relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. (cd) The Neither the execution and delivery of this Agreement nor the consummation by such Stockholder does notof the transactions contemplated hereby will result in a violation of, and the performance or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of this Agreement by such Stockholder will not, (i) if any kind to which such Stockholder is a corporation party or limited liability company, conflict with by which such Stockholder or such Stockholder's assets are bound. The consummation by such Stockholder of the certificate or articles of incorporation, certificate of formation or limited liability company agreement or bylawstransactions contemplated hereby will not violate, or similar organizational documents require any consent, approval, or notice under, any provision of such Stockholder as presently in effect (in the case of a Stockholder that is a legal entity), (ii) conflict with or violate any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such Stockholder or by which it is bound or affected, (iii)(A) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, (B) give to any other person any rights of termination, amendment, acceleration or cancellation of, or (C) result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever upon any of the properties or assets of the Stockholder under, any agreement, contract, indenture, note or instrument to which such Stockholder is a party or by which it is bound or affected, except for such breaches, defaults or other occurrences that would not prevent or materially delay the performance by such Stockholder of any of such Stockholder’s obligations under this Agreement, or (iv) except for applicable requirements, if any, of the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”), the New York Stock Exchange Market (the “NYSE”) or the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), require any filing by such Stockholder with, or any permit, authorization, consent or approval of, any governmental or regulatory authority, except where the failure to make such filing or obtain such permit, authorization, consent or approval would not prevent or materially delay the performance by the Stockholder of any of such Stockholder’s obligations under this Agreement. (de) The Shares and the certificates representing the Shares owned by such Stockholder are now now, and at all times during the term hereof will be be, held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all pledges, liens, charges, claims, security interests, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances whatsoeveror restrictions whatsoever on title, transfer, or exercise of any rights of a stockholder in respect of such Shares (collectively, "Encumbrances"), except for any such encumbrances or proxies Encumbrances arising hereunder or under and restrictions applicable federal to employees stock options and state securities laws or under restricted stock grants pursuant to the agreements set forth on Schedule B hereto. Such Stockholder owns terms of record or beneficially no shares of Yuma Common Stock or Yuma Preferred Stock other than such Stockholder’s Shares as set forth on Exhibit B. (e) As of the date hereof, neither such Stockholder, nor any of its respective properties or assets is subject to any order, writ, judgment, injunction, decree, determination or award that would prevent or delay the consummation of the transactions contemplated herebyoptions and grants. (f) Such Stockholder understands and acknowledges that ▇▇▇▇▇ is entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement.

Representations and Warranties of the Stockholders. Each of the The Stockholders hereby represents and warrants to ▇▇▇▇▇-------------------------------------------------- severally, severally and but not jointly, as followshereby represent and warrant to Buyer that: (a) Such Stockholder is the beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and unless otherwise indicated, the record owner of the shares of Yuma Common Stock and Yuma Preferred Stock (as may be adjusted from time to time pursuant to Section 5 hereof, the “Shares”) set forth opposite such Stockholder’s name on Schedule A to this Agreement and such Shares represent all of the shares of Yuma Common Stock and Yuma Preferred Stock beneficially owned by such Stockholder as of the date hereof. For purposes of this Agreement, the term “Shares” shall include any shares of Yuma Common Stock and Yuma Preferred Stock issuable to such Stockholder upon exercise or conversion of any existing right, contract, option, or warrant to purchase, or securities convertible into or exchangeable for, Yuma Common Stock or Yuma Preferred Stock, as the case may be (“Stockholder Rights”) that are currently exercisable or convertible or become exercisable or convertible and any other shares of Yuma Common Stock or Yuma Preferred Stock such Stockholder may acquire or beneficially own during the term of this Agreement. (b) Such Each Stockholder has all the requisite organizational power legal capacity and authority and, if an individual, the legal capacity, to execute and deliver this Agreement, to perform the obligations of the Stockholder under this Agreement and to perform its obligations consummate the transactions contemplated herebyby this Agreement. This Agreement has been validly duly executed and delivered by such Stockholder and, assuming that this Agreement and constitutes the legal, a valid and binding obligation of ▇▇▇▇▇ and the other parties hereto, constitutes the legal, valid and legally binding obligation of such Stockholder, Stockholder enforceable against such Stockholder in accordance with its terms (terms, except insofar as to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or bankruptcy and other similar laws affecting creditors’ rights generally, or by and general principles governing the availability of equitable remedies).equity; (cb) The execution Each Stockholder's execution, delivery and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, (i) if such Stockholder is a corporation or limited liability company, conflict with the certificate or articles of incorporation, certificate of formation or limited liability company agreement or bylaws, or similar organizational documents of such Stockholder as presently in effect (in the case of a Stockholder that is a legal entity), (ii) conflict with or violate any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such Stockholder or by which it is bound or affected, (iii)(A) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, (B) give to any other person any rights of termination, amendment, acceleration or cancellation of, or (C) not result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever Lien upon any of the properties or assets shares of Company Common Stock held by such Stockholder under any of the Stockholder underterms, conditions or provisions of any agreement, contract, indenture, note or instrument contract to which such Stockholder is a party party; (c) No filing or by which it is bound registration with or affected, except for such breaches, defaults or other occurrences that would not prevent or materially delay the performance by such Stockholder of any of such Stockholder’s obligations under this Agreement, or (iv) except for applicable requirements, if any, of the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”), the New York Stock Exchange Market (the “NYSE”) or the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), require any filing by such Stockholder with, or any notification to and no permit, authorization, consent or approval of, any governmental Governmental Entity is required to be obtained, made or regulatory authoritygiven by any Stockholder in connection with the execution, except where the failure to make such filing or obtain such permit, authorization, consent or approval would not prevent or materially delay the delivery and performance by the any Stockholder of any of such Stockholder’s obligations under this Agreement.; and (d) The Shares signature page of this Agreement correctly sets forth the number of shares of Company Common Stock held of record and/or beneficially owned by each Stockholder as of the date of this Agreement. With respect to shares of Company Common Stock beneficially owned by each Stockholder and held by a broker in street name, the signature page of this Agreement correctly sets forth the name of such broker and the certificates representing the Shares owned by such Stockholder are now and at all times during the term hereof will be number of shares of Company Common Stock held by such Stockholderbroker. With respect to shares of Company Common Stock beneficially owned by each Stockholder through an individual retirement account, trust, partnership, or by a nominee or custodian for other legal entity, the benefit signature page of this Agreement correctly sets forth the identity of such Stockholder, entity and the number of shares of Company Common Stock so held. Each Stockholder has good title to all of the shares of Company Common Stock set forth below his or her name on the signature page hereto free and clear of all pledges, liens, charges, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements interests and encumbrances or any other encumbrances whatsoeverrestrictions on transfer, except for any such encumbrances or proxies arising hereunder or under applicable federal and state securities laws or under the agreements set forth on Schedule B hereto. Such Stockholder owns of record or beneficially no shares of Yuma Common Stock or Yuma Preferred Stock other than such Stockholder’s Shares as set forth are listed on Exhibit B.such signature page as being pledged to the Company to secure the payment of the purchase price of such Shares. (e) As Each Stockholder, in his or her capacity as record owner, beneficial owner, partner or trustee, either acting alone or together with another Stockholder, has the sole power (or shares such power only with such other Stockholder) to direct the voting and disposition of the date hereofShares and to prevent the amendment of any custodial, neither such Stockholdertrust, nor any of its respective properties partnership or assets is subject to any order, writ, judgment, injunction, decree, determination or award that would prevent or delay other operative agreement under which the consummation of the transactions contemplated herebyShares are held. (f) Such Stockholder understands and acknowledges that ▇▇▇▇▇ is entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement.

Representations and Warranties of the Stockholders. Each of the Stockholders Stockholder hereby severally represents and warrants to ▇▇▇▇▇, severally Purchaser and not jointly, Merger Sub as followsfollows as to such Stockholder: (a) a. Such Stockholder is the record and beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and unless otherwise indicated, the record owner of the shares of Yuma Common Stock and Yuma Preferred Stock (as may be adjusted from time to time pursuant to Section 5 hereof, the “"Shares”") set forth opposite next to such Stockholder’s 's name on Schedule Exhibit A to this Agreement and such Shares represent all of the shares of Yuma Common Stock and Yuma Preferred Stock beneficially owned by such Stockholder as of the date hereof. For purposes of this Agreement, the term “Shares” shall include any shares of Yuma Common Stock and Yuma Preferred Stock issuable to such Stockholder upon exercise or conversion of any existing right, contract, option, or warrant to purchase, or securities convertible into or exchangeable for, Yuma Common Stock or Yuma Preferred Stock, as the case may be (“Stockholder Rights”) that are currently exercisable or convertible or become exercisable or convertible and any other shares of Yuma Common Stock or Yuma Preferred Stock such Stockholder may acquire or beneficially own during the term of this Agreementhereto. (b) b. Such Stockholder Stockholder, if a corporation, is duly organized, validly existing and in good standing under the laws of its respective jurisdiction, has all requisite organizational corporate power and authority and, if an individual, the legal capacity, to execute and deliver this Agreement and to perform its obligations consummate the transactions contemplated hereby. , and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement. c. This Agreement has been validly duly authorized, executed and delivered by such Stockholder and, assuming that this Agreement constitutes the legal, valid and binding obligation of ▇▇▇▇▇ and the other parties hereto, constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms terms, except (except insofar i) as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar and other laws of general application affecting enforcement of creditors’ ' rights generally, or by principles governing generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable remedies)relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. (c) The d. Neither the execution and delivery of this Agreement nor the consummation by such Stockholder does notof the transactions contemplated hereby will result in a violation of, and or a default under, or conflict with, any contract, trust, commitment, agreement, understanding or arrangement of any kind to which the performance of this Agreement Stockholder is a party or bound or to which such Stockholder's Shares are subject. Consummation by such Stockholder of the transactions contemplated hereby will not, (i) if such Stockholder is a corporation or limited liability company, conflict with the certificate or articles of incorporation, certificate of formation or limited liability company agreement or bylawsnot violate, or similar organizational documents require any consent, approval, or notice under any provision of such Stockholder as presently in effect (in the case of a Stockholder that is a legal entity), (ii) conflict with or violate any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such Stockholder or by which it is bound or affected, (iii)(A) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, (B) give to any other person any rights of termination, amendment, acceleration or cancellation of, or (C) result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever upon any of the properties or assets of the Stockholder under, any agreement, contract, indenture, note or instrument to which such Stockholder is a party or by which it is bound or affectedStockholder's Shares, except for such breaches, defaults or other occurrences that would not prevent or materially delay the performance by such Stockholder of any of such Stockholder’s obligations necessary filing under this Agreement, or (iv) except for applicable requirements, if any, of the Exchange Act, the Securities Exchange Act of 19331934, as amended (the “Securities "Exchange Act”), the New York Stock Exchange Market (the “NYSE”") or the Hart-Scott-Rodino Antit▇▇▇▇-▇ ▇▇▇▇▇-▇▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “"HSR Act”"), require any filing by such Stockholder with, pre- merger notification with the German Federal Cartel Office or any permit, authorization, consent or approval of, any governmental or regulatory authority, except where the failure to make such filing or obtain such permit, authorization, consent or approval would not prevent or materially delay the performance by the Stockholder of any of such Stockholder’s obligations under this Agreementstate takeover laws. (d) The e. Such Stockholder's Shares and the certificates representing the such Stockholder's Shares owned by such Stockholder are now and at all times during the term hereof will be held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all pledges, liens, charges, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except for any such encumbrances or proxies arising hereunder or under applicable federal and state securities laws otherwise disclosed to the Purchaser; provided, however, that such Stockholder may transfer all or under the agreements set forth on Schedule B hereto. Such Stockholder owns of record or beneficially no shares of Yuma Common Stock or Yuma Preferred Stock other than such Stockholder’s Shares as set forth on Exhibit B. (e) As a portion of the date hereofshares to a person or entity who, neither such Stockholderby written instrument reasonably acceptable in form and substance to Purchaser, nor any of its respective properties or assets is subject agrees to any order, writ, judgment, injunction, decree, determination or award that would prevent or delay the consummation be bound by each of the transactions contemplated hereby. (f) Such Stockholder understands and acknowledges that ▇▇▇▇▇ is entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery terms of this Agreement.

Representations and Warranties of the Stockholders. Each As of the date hereof, each of the Stockholders hereby represents and warrants to ▇▇▇▇▇Earthstone, severally and not jointly, as follows: (a) Such Stockholder is the beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and unless otherwise indicated, the record owner of the shares of Yuma Common Stock and Yuma Preferred Stock (as may be adjusted from time to time pursuant to Section 5 4 hereof, the “Shares”) set forth opposite such Stockholder’s name on Schedule A to this Agreement and such Shares represent all of the shares of Yuma Common Stock and Yuma Preferred Stock beneficially owned by such Stockholder as of the date hereof. For purposes of this Agreement, the term “Shares” shall include any shares of Yuma Common Stock and Yuma Preferred Stock issuable to such Stockholder upon exercise or conversion of any existing right, contract, option, or warrant to purchase, or securities convertible into or exchangeable for, Yuma Common Stock or Yuma Preferred Stock, as the case may be (“Stockholder Rights”) that are currently exercisable or convertible or become exercisable or convertible and any other shares of Yuma Common Stock or Yuma Preferred Stock such Stockholder may acquire or beneficially own during the term of this Agreement. (b) Such Stockholder has all requisite organizational power and authority and, if an individual, the legal capacity, to execute and deliver this Agreement and to perform its obligations contemplated hereby. This Agreement has been validly executed and delivered by such Stockholder and, assuming that this Agreement constitutes the legal, valid and binding obligation of ▇▇▇▇▇ Earthstone and the other parties hereto, constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies). (c) The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, (i) if such Stockholder is a corporation or limited liability company, conflict with the certificate or articles of incorporation, certificate of formation or limited liability company agreement or bylaws, or similar organizational documents of such Stockholder as presently in effect (in the case of a Stockholder that is a legal entity)effect, (ii) conflict with or violate any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such Stockholder or by which it is bound or affected, (iii)(Aiii) (A) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, (B) give to any other person any rights of termination, amendment, acceleration or cancellation of, or (C) result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever upon any of the properties or assets of the Stockholder under, any agreement, contract, indenture, note or instrument to which such Stockholder is a party or by which it is bound or affected, except for such breaches, defaults or other occurrences that would not prevent or materially delay the performance by such Stockholder of any of such Stockholder’s obligations under this Agreement, or (iv) except for applicable requirements, if any, of the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”), the New York Stock Exchange Market (the “NYSE”) or the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), require any filing by such Stockholder with, or any permit, authorization, consent or approval of, any governmental or regulatory authority, except where the failure to make such filing or obtain such permit, authorization, consent or approval would not prevent or materially delay the performance by the such Stockholder of any of such Stockholder’s obligations under this Agreement. (d) The Shares and the certificates representing the Shares owned by such Stockholder are now and at all times during the term hereof will be held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all pledges, liens, charges, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except for any such encumbrances or proxies arising hereunder or under applicable federal and state securities laws or under the agreements set forth on Schedule B hereto. Such Stockholder owns of record or beneficially no shares of Yuma Common Stock or Yuma Preferred Stock other than such Stockholder’s Shares as set forth on Exhibit B.Schedule A. (e) As of the date hereof, neither such Stockholder, nor any of its respective properties or assets is subject to any order, writ, judgment, injunction, decree, determination or award that would prevent or delay the consummation of the transactions contemplated hereby. (f) Such Stockholder understands and acknowledges that ▇▇▇▇▇ is entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement.

Representations and Warranties of the Stockholders. Each As of the date hereof, each of the Stockholders hereby represents and warrants to ▇▇▇▇▇Earthstone, severally and not jointly, as follows: (a) Such Stockholder is the beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) ), and unless otherwise indicated, the record owner of the shares of Yuma Common Stock and Yuma Preferred Stock (as may be adjusted from time to time pursuant to Section 5 4 hereof, the “Shares”) set forth opposite such Stockholder’s name on Schedule A to this Agreement Agreement, and such Shares represent all of the shares of Yuma Common Stock and Yuma Preferred Stock beneficially owned by such Stockholder as of the date hereof. For purposes of this Agreement, the term “Shares” shall include any shares of Yuma Common Stock and Yuma Preferred Stock issuable to such Stockholder upon exercise or conversion of any existing right, contract, option, or warrant to purchase, or securities convertible into or exchangeable for, Yuma Common Stock or Yuma Preferred Stock, as the case may be (“Stockholder Rights”) ), that are currently exercisable or convertible or become exercisable or convertible (including as set forth in the Series A Certificate of Designations) and any other shares of Yuma Common Stock or Yuma Preferred Stock such Stockholder may acquire or beneficially own during the term of this Agreement. (b) Such Stockholder has all requisite organizational power and authority and, if an individual, the legal capacity, to execute and deliver this Agreement and to perform its obligations contemplated hereby. This Agreement has been validly executed and delivered by such Stockholder and, assuming that this Agreement constitutes the legal, valid and binding obligation of ▇▇▇▇▇ Earthstone and the other parties heretoParties, constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies). (c) The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, (i) if such Stockholder is a corporation or limited liability company, conflict with the certificate or articles of incorporationformation, certificate of formation or limited partnership, limited liability company agreement, partnership agreement or bylaws, or similar organizational documents of such Stockholder as presently in effect (in the case of a Stockholder that is a legal entity)effect, (ii) conflict with or violate any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such Stockholder or by which it is bound or affected, (iii)(Aiii) (A) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, (B) give to any other person any rights of termination, amendment, acceleration or cancellation of, or (C) result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever upon any of the properties or assets of the Stockholder under, any agreement, contract, indenture, note or instrument to which such Stockholder is a party or by which it is bound or affected, except for such breaches, defaults or other occurrences that would not prevent or materially delay the performance by such Stockholder of any of such Stockholder’s obligations under this Agreement, or (iv) except for applicable requirements, if any, of the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”), or the New York Stock Exchange Market (the “NYSE”) or the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), require any filing by such Stockholder with, or any permit, authorization, consent or approval of, any governmental or regulatory authority, except where the failure to make such filing or obtain such permit, authorization, consent or approval would not prevent or materially delay the performance by the such Stockholder of any of such Stockholder’s obligations under this Agreement. (d) The Shares and the any certificates representing the Shares owned by such Stockholder are now and at all times during the term hereof will be held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all pledges, liens, charges, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except for any such encumbrances or proxies arising hereunder or under applicable federal and state securities laws or under the agreements set forth on Schedule B hereto. Such Stockholder owns of record or beneficially no shares of Yuma Common Stock or Yuma Preferred Stock other than such Stockholder’s Shares as set forth on Exhibit B.Schedule A. (e) As of the date hereof, neither such Stockholder, Stockholder nor any of its respective properties or assets is subject to any order, writ, judgment, injunction, decree, determination or award that would prevent or delay the consummation of the transactions contemplated hereby. (f) Such Stockholder understands and acknowledges that ▇▇▇▇▇ is entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement.

Representations and Warranties of the Stockholders. Each of the Stockholders Stockholder hereby represents and warrants to ▇▇▇▇▇, severally and not jointly, Parent as follows: (a) Such As of the date hereof, such Stockholder is the record and/or beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and unless otherwise indicated, the record owner of the shares of Yuma Common Stock and Yuma Preferred Stock (as may be adjusted from time to time pursuant to Section 5 hereof, the “Shares”) Owned Shares set forth opposite such Stockholder’s name on Schedule Exhibit A and such Stockholder has good and valid title to such Owned Shares free and clear of Liens (other than as created by this Agreement or transfer restrictions arising under applicable federal or state securities Laws that will not impact such Stockholder’s ability to comply with this Agreement with respect to such Owned Shares). Except as set forth on Exhibit A, such Stockholder has the only voting power, power of disposition, power to demand appraisal rights and such Shares represent power to agree to all of the shares matters set forth in this Agreement, in each case with respect to all such Owned Shares, with no limitations, qualifications or restrictions on such rights, subject to applicable federal securities Laws and the terms of Yuma Common Stock and Yuma Preferred Stock beneficially owned by such Stockholder as this Agreement. As of the date hereof. For purposes , other than the Owned Shares and except as set forth on Exhibit A, such Stockholder does not own beneficially or of this Agreement, the term “Shares” shall include record any (i) shares of Yuma Common Stock and Yuma Preferred Stock issuable capital stock or voting securities of the Company, (ii) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company or (iii) options or other rights to such Stockholder upon exercise or conversion of acquire from the Company any existing rightcapital stock, contract, option, or warrant to purchase, voting securities or securities convertible into or exchangeable for, Yuma Common Stock for capital stock or Yuma Preferred Stock, as voting securities of the case may be (“Stockholder Rights”) that are currently exercisable or convertible or become exercisable or convertible and any other shares of Yuma Common Stock or Yuma Preferred Stock such Stockholder may acquire or beneficially own during the term of this AgreementCompany. (b) Such Stockholder, if it is an entity, is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation. Such Stockholder has all requisite organizational power power, authority and authority and, if an individual, the legal capacity, capacity to execute and deliver this Agreement and to perform its, his or her obligations hereunder. If such Stockholder is an entity, the execution, delivery and performance of this Agreement by such Stockholder, the performance by such Stockholder of its obligations hereunder and the consummation by such Stockholder of the transactions contemplated hereby has been duly and validly authorized by such Stockholder and no other actions or proceedings on the part of such Stockholder is necessary to authorize the execution and delivery by such Stockholder of this Agreement, the performance by such Stockholder of its obligations hereunder or the consummation by such Stockholder of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such Stockholder and, assuming that this Agreement constitutes the legaldue authorization, valid execution and binding obligation of ▇▇▇▇▇ delivery by Parent and the other parties heretoCompany, constitutes the a legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder it in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcyterms, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, or by principles governing subject to the availability of equitable remedies)Enforceability Exceptions. (c) The execution Except for the applicable requirements of the Exchange Act, (i) no filing with, and delivery no permit, authorization, consent or approval of, any Governmental Authority is necessary on the part of this Agreement by such Stockholder does notfor the execution, delivery and the performance of this Agreement by such Stockholder will not, (i) if or the consummation by such Stockholder is a corporation of the transactions contemplated hereby, other than as contemplated by the Merger Agreement, and (ii) neither the execution, delivery or limited liability companyperformance of this Agreement by such Stockholder, nor the consummation by such Stockholder of the transactions contemplated hereby, nor compliance by such Stockholder with any of the provisions herein shall (A) conflict with or violate, any provision of the certificate or articles of incorporation, certificate of formation or limited liability company agreement or bylaws, or similar organizational documents of such Stockholder as presently in effect (in the case of a Stockholder that is a legal entity)Stockholder, (ii) conflict with or violate any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such Stockholder or by which it is bound or affected, (iii)(AB) result in any breach of or violation of, or constitute a default (or an event that which, with notice or lapse of time or both both, would become a default) under, (B) or give to any other person others any rights of termination, amendment, acceleration or cancellation of, or (C) result in the creation of a Lien on any pledge, claim, lien, charge, encumbrance property or security interest asset of any kind or nature whatsoever upon any of the properties or assets of the such Stockholder underpursuant to, any agreement, contract, indenture, note or instrument Contract to which such Stockholder is a party or by which it such Stockholder or any properties or assets of such Stockholder is bound or affectedaffected or (C) violate any Law applicable to such Stockholder or any of such Stockholder’s properties or assets, except for such breachesexcept, defaults or other occurrences that in the case of each of sub-clause (i) and (ii), as would not prevent or restrict, prohibit, materially delay or impair the performance by such Stockholder of any of such Stockholder’s obligations under this Agreement, or (iv) except for applicable requirements, if any, of the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”), the New York Stock Exchange Market (the “NYSE”) or the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), require any filing by such Stockholder with, or any permit, authorization, consent or approval of, any governmental or regulatory authority, except where the failure to make such filing or obtain such permit, authorization, consent or approval would not prevent or materially delay the performance by the Stockholder of any of such Stockholder’s its obligations under this Agreement. (d) The Shares and the certificates representing the Shares owned by such Stockholder are now and at all times during the term hereof will be held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all pledges, liens, charges, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except for any such encumbrances or proxies arising hereunder or under applicable federal and state securities laws or under the agreements set forth on Schedule B hereto. Such Stockholder owns of record or beneficially no shares of Yuma Common Stock or Yuma Preferred Stock other than such Stockholder’s Shares as set forth on Exhibit B. (e) As of the date hereof, neither there are no Proceedings pending or, to the knowledge of such Stockholder, nor threatened against such Stockholder or any of its respective properties or assets is subject to any order, writ, judgment, injunction, decree, determination or award his Controlled Affiliates that would prevent restrict, prohibit, materially delay or delay impair the consummation ability of the transactions contemplated hereby. (f) Such such Stockholder understands and acknowledges that ▇▇▇▇▇ is entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of to perform its obligations under this Agreement.

Representations and Warranties of the Stockholders. Each of the Stockholders hereby Stockholder individually represents and warrants to ▇▇▇▇▇, severally and not jointly, as followsthe Company the following: (a) Such Stockholder is has the beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and unless otherwise indicated, the record owner of the shares of Yuma Common Stock and Yuma Preferred Stock (as may be adjusted from time to time pursuant to Section 5 hereof, the “Shares”) set forth opposite such Stockholder’s name on Schedule A to this Agreement and such Shares represent all of the shares of Yuma Common Stock and Yuma Preferred Stock beneficially owned by such Stockholder as of the date hereof. For purposes of this Agreement, the term “Shares” shall include any shares of Yuma Common Stock and Yuma Preferred Stock issuable to such Stockholder upon exercise or conversion of any existing right, contract, option, or warrant to purchase, or securities convertible into or exchangeable for, Yuma Common Stock or Yuma Preferred Stock, as the case may be (“Stockholder Rights”) that are currently exercisable or convertible or become exercisable or convertible and any other shares of Yuma Common Stock or Yuma Preferred Stock such Stockholder may acquire or beneficially own during the term of this Agreement. (b) Such Stockholder has all requisite organizational power and authority and, if an individual, the legal capacity, to execute and deliver this Agreement and to perform its obligations consummate the transactions contemplated herebyhereby in accordance with the terms hereof. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Stockholder; and (b) This Agreement has been duly and validly executed and delivered by such Stockholder andand is, assuming due execution and delivery hereof by the Company and that the Company has full legal power and right to enter into this Agreement constitutes the legalAgreement, valid and binding obligation of ▇▇▇▇▇ and the other parties hereto, constitutes the legal, a valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms (terms, except insofar as enforceability enforcement thereof may be limited by applicable the effect of bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent conveyance, or similar laws affecting the enforcement of creditors’ rights generally, or by and subject to principles governing the availability of equitable remedies).equity and public policy; and (c) The execution and delivery of this Agreement Such Stockholder agrees to the imprinting, so long as required by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, (i) if such Stockholder is a corporation or limited liability company, conflict with the certificate or articles of incorporation, certificate of formation or limited liability company agreement or bylaws, or similar organizational documents of such Stockholder as presently in effect (in the case of a Stockholder that is a legal entity), (ii) conflict with or violate any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such Stockholder or by which it is bound or affected, (iii)(A) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, (B) give to any other person any rights of termination, amendment, acceleration or cancellation of, or (C) result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever upon any legends on certificates representing all of the properties or assets of Shares to the Stockholder under, any agreement, contract, indenture, note or instrument to which such Stockholder is a party or by which it is bound or affected, except for such breaches, defaults or other occurrences that would not prevent or materially delay the performance by such Stockholder of any of such Stockholder’s obligations under this Agreement, or (iv) except for applicable requirements, if any, of the Exchange Act, the Securities Act of following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, as amended AS AMENDED (the THE “Securities ActACT”), the New York Stock Exchange Market OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE, OR OTHER DISPOSITION (the EACH A “NYSETRANSFER”) or the OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, DATED AS OF [ ], 2005, AMONG JLL BUILDING PRODUCTS, LLC, BUILDERS FIRSTSOURCE, INC., F▇▇▇▇ ▇-. ▇▇▇▇▇-▇▇, C▇▇▇▇▇▇ Antitrust Improvements Act of 1976▇. ▇▇▇▇, as amended (the “HSR Act”)K▇▇▇▇ ▇. ▇’▇▇▇▇▇, require any filing by such Stockholder with, or any permit, authorization, consent or approval of, any governmental or regulatory authority, except where the failure to make such filing or obtain such permit, authorization, consent or approval would not prevent or materially delay the performance by the Stockholder of any of such Stockholder’s obligations under this Agreement. (d) The Shares and the certificates representing the Shares owned by such Stockholder are now and at all times during the term hereof will be held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all pledges, liens, charges, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except for any such encumbrances or proxies arising hereunder or under applicable federal and state securities laws or under the agreements set forth on Schedule B hereto. Such Stockholder owns of record or beneficially no shares of Yuma Common Stock or Yuma Preferred Stock other than such Stockholder’s Shares as set forth on Exhibit B. (e) As of the date hereof, neither such Stockholder, nor any of its respective properties or assets is subject to any order, writ, judgment, injunction, decree, determination or award that would prevent or delay the consummation of the transactions contemplated hereby. (f) Such Stockholder understands and acknowledges that AND D▇▇▇▇▇ is entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement▇. ▇▇▇▇▇▇▇▇▇. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE STOCKHOLDERS AGREEMENT.

Representations and Warranties of the Stockholders. Each of As a material inducement to Superior and Holdings to enter into this Agreement and consummate the Stockholders transactions contemplated hereby, each Stockholder hereby severally represents and warrants to ▇▇▇▇▇Superior and Holdings that all of the statements contained in this Section 3.1 are correct and complete with respect to such Stockholder as of the date of this Agreement, severally except as set forth in the schedule attached to this Agreement disclosing exceptions to the representations and not jointly, as follows:warranties set forth herein (the "COMPANY DISCLOSURE SCHEDULE"): (a) Such Stockholder is the beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) has good and unless otherwise indicated, the record owner of marketable title to the shares of Yuma Company Common Stock which are to be sold, transferred and Yuma Preferred Stock (as may be adjusted from time to time assigned by him pursuant to this Agreement, free and clear of any and all Security Interests, rights of first refusal, voting trusts or agreements, options or preemptive rights of any nature. Section 5 hereof, the “Shares”3.2(d) set forth opposite such Stockholder’s name on Schedule A to this Agreement and such Shares represent all of the Company Disclosure Schedule sets forth a true and correct description of all shares of Yuma Company Common Stock and Yuma Preferred Stock beneficially owned by such Stockholder, and the terms of any agreement, commitment or understanding by such Stockholder as to make any payment of any portion of the date hereof. For purposes Purchase Price to any Person upon the consummation of this Agreement, the term “Shares” shall include any shares of Yuma Common Stock and Yuma Preferred Stock issuable to such Stockholder upon exercise or conversion of any existing right, contract, option, or warrant to purchase, or securities convertible into or exchangeable for, Yuma Common Stock or Yuma Preferred Stock, as the case may be (“Stockholder Rights”) that are currently exercisable or convertible or become exercisable or convertible and any other shares of Yuma Common Stock or Yuma Preferred Stock such Stockholder may acquire or beneficially own during the term of this Agreement.transactions contemplated hereby; (b) Such Stockholder has all requisite organizational the full right, power and authority and, if an individual, the legal capacity, to execute and deliver this Agreement and all other agreements described herein or entered into in connection herewith by him (the "RELATED AGREEMENTS"), and to perform its his obligations contemplated herebyhereunder and thereunder. This Agreement has been validly executed and delivered by the Related Agreements constitute the valid and legally binding obligations of such Stockholder and, assuming that this Agreement constitutes the legal, valid and binding obligation of ▇▇▇▇▇ and the other parties hereto, constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder him in accordance with its terms (their respective terms, except insofar as enforceability the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar other laws relating to or affecting the enforcement of creditors’ ' rights generally, now or by hereafter in effect and subject to the application of equitable principles governing and the availability of equitable remedies).; (c) The Such Stockholder is not a party to, subject to or bound by any agreement or any judgment, order, writ, prohibition, injunction or decree of any court or other governmental body which would prevent the execution and or delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, (i) if such Stockholder is a corporation him or limited liability company, conflict with the certificate or articles of incorporation, certificate of formation or limited liability company agreement or bylaws, or similar organizational documents of such Stockholder as presently in effect (in the case of a Stockholder that is a legal entity), (ii) conflict with or violate any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such Stockholder or by which it is bound or affected, (iii)(A) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, (B) give to any other person any rights of termination, amendment, acceleration or cancellation of, or (C) result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever upon any of the properties or assets of the Stockholder under, any agreement, contract, indenture, note or instrument to which such Stockholder is a party or by which it is bound or affected, except for such breaches, defaults or other occurrences that would not prevent or materially delay the performance by such Stockholder of any of such Stockholder’s obligations under this Agreement, or (iv) except for applicable requirements, if any, of the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”), the New York Stock Exchange Market (the “NYSE”) or the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), require any filing by such Stockholder with, or any permit, authorization, consent or approval of, any governmental or regulatory authority, except where the failure to make such filing or obtain such permit, authorization, consent or approval would not prevent or materially delay the performance by the Stockholder of any of such Stockholder’s obligations under this Agreement. (d) The Shares and the certificates representing the Shares owned by such Stockholder are now and at all times during the term hereof will be held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all pledges, liens, charges, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except for any such encumbrances or proxies arising hereunder or under applicable federal and state securities laws or under the agreements set forth on Schedule B hereto. Such Stockholder owns of record or beneficially no shares of Yuma Common Stock or Yuma Preferred Stock other than such Stockholder’s Shares as set forth on Exhibit B. (e) As of the date hereof, neither such Stockholder, nor any of its respective properties or assets is subject to any order, writ, judgment, injunction, decree, determination or award that would prevent or delay the consummation of the transactions contemplated hereby.; (fd) All existing agreements between such Stockholder and the Company have been terminated and such Stockholder is not a party to, subject to or bound by any agreement, commitment or understanding whatsoever between such Stockholder and the Company; (e) Such Stockholder understands and acknowledges that ▇▇▇▇▇ agrees that: (i) the Holdings Common to be issued to him pursuant to this Agreement, if any, has not been, and as of the Closing Date will not be, registered under the Securities Act or under any state securities laws; (ii) the Holdings Common is entering into the Merger Agreement being offered and issued in reliance upon such Stockholder’s execution Federal and delivery of this Agreement.state exemptions for transactions not involving any public offering; (iii) a "stop transfer" order will be placed against

Representations and Warranties of the Stockholders. Each of the Stockholders hereby Stockholder -------------------------------------------------- represents and warrants to ▇▇▇▇▇, severally Globespan and not jointly, Sub as follows: (a) Such If such Stockholder is the beneficial owner (within the meaning of Rule 13d-3 a corporation, limited liability company, partnership or trust, such Stockholder has been duly organized and is validly existing and in good standing under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and unless otherwise indicated, the record owner laws of the shares jurisdiction of Yuma Common Stock and Yuma Preferred Stock (as may be adjusted from time to time pursuant to Section 5 hereof, the “Shares”) set forth opposite such Stockholder’s name on Schedule A to this Agreement and such Shares represent all of the shares of Yuma Common Stock and Yuma Preferred Stock beneficially owned by such Stockholder as of the date hereof. For purposes of this Agreement, the term “Shares” shall include any shares of Yuma Common Stock and Yuma Preferred Stock issuable to such Stockholder upon exercise or conversion of any existing right, contract, option, or warrant to purchase, or securities convertible into or exchangeable for, Yuma Common Stock or Yuma Preferred Stock, as the case may be (“Stockholder Rights”) that are currently exercisable or convertible or become exercisable or convertible and any other shares of Yuma Common Stock or Yuma Preferred Stock such Stockholder may acquire or beneficially own during the term of this Agreementits organization. (b) Such If such Stockholder is a corporation, limited liability company, partnership or trust, such Stockholder has all requisite organizational necessary corporate power and authority andto enter into this Agreement, if an individual, the legal capacity, to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. , and the execution, delivery and performance of this Agreement by such Stockholder and the consummation by such Stockholder of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of such Stockholder. (c) This Agreement has been validly duly executed and delivered by such Stockholder andand (assuming the valid authorization, assuming that execution and delivery of this Agreement constitutes the legal, valid by Globespan and binding obligation of ▇▇▇▇▇ and the other parties hereto, constitutes the legal, Sub) is a valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms (terms, except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ ' rights generally, generally and general equitable principles (whether considered in a proceeding in equity or by principles governing the availability of equitable remediesat law). (cd) The execution and delivery of this Agreement by such Stockholder does do not, and the performance of this Agreement by such Stockholder will not, (i) if such Stockholder is a corporation or corporation, limited liability company, partnership or trust, conflict with or violate the certificate or articles of incorporation, certificate of formation or limited liability company agreement or bylaws, or similar organizational documents of such Stockholder as presently in effect (in the case of a Stockholder that is a legal entity)Stockholder, (ii) conflict with or violate any judgment, order, decree, statute, law, ordinancerule, rule regulation or regulation order applicable to such Stockholder or by which it any of such Stockholder's properties is bound bound, or affected(iii) conflict with, (iii)(A) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, (B) or give to any other person others any rights of termination, amendment, acceleration or cancellation of, or (C) require payment under, or result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever upon any of lien on the properties or assets of the such Stockholder underpursuant to, any agreementnote, bond, mortgage, indenture, contract, indentureagreement, note lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which it such Stockholder or any of its properties is bound or affectedbound, except for such breaches, defaults or other occurrences any thereof that would not prevent result in the imposition of a lien on such Stockholder's Shares or materially delay impair the ability of such Stockholder to perform its obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. (e) The execution and delivery of this Agreement by such Stockholder does not, and the performance by such Stockholder of any of such Stockholder’s 's obligations under this Agreementhereunder will not, require such Stockholder to obtain any consent, approval, authorization or permit of, or (iv) except for applicable requirements, if any, of the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”), the New York Stock Exchange Market (the “NYSE”) or the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), require to make any filing by such Stockholder with, with or any permit, authorization, consent or approval ofnotification to, any governmental or regulatory authority, except where the failure to make such filing or obtain such permit, authorization, consent or approval would not prevent or materially delay the performance by the Stockholder of any of such Stockholder’s obligations under this Agreement. (d) The Shares and the certificates representing the Shares owned by such Stockholder are now and at all times during the term hereof will be held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all pledges, liens, charges, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoeverGovernmental Entity, except for any such encumbrances or proxies arising hereunder or under applicable federal and state securities laws or under an amendment to the agreements set forth Statement on Schedule B hereto. Such 13D filed by, among others, such Stockholder owns of record or beneficially no shares of Yuma Common Stock or Yuma Preferred Stock other than such Stockholder’s Shares as set forth on Exhibit B. (e) As of the date hereof, neither such Stockholder, nor any of its respective properties or assets is subject with respect to any order, writ, judgment, injunction, decree, determination or award that would prevent or delay the consummation of the transactions contemplated herebyVirata. (f) Such Stockholder understands and acknowledges that ▇▇▇▇▇ There is entering into no suit, action, investigation or proceeding pending or, to the Merger Agreement in reliance upon knowledge of such Stockholder’s execution , threatened against such Stockholder at law or in equity before or by any Governmental Entity that could reasonably be expected to materially impair the ability of such Stockholder to perform its obligations hereunder on a timely basis, and delivery there is no agreement, commitment or law to which such Stockholder is subject that could reasonably be expected to materially impair the ability of such Stockholder to perform its obligations hereunder on a timely basis. (g) Except as set forth on Schedule I hereto or as otherwise provided herein, (i) such Stockholder's Existing Shares are owned beneficially and of record by such Stockholder; (ii) such Stockholder has not appointed or granted any proxy which is still effective with respect to any Shares other than as provided in this Agreement; and (iii) such Stockholder has sole voting power and sole power of disposition with respect to all of such Stockholder's Existing Shares, with no restrictions on such Stockholder's rights of disposition pertaining thereto. The Existing Shares constitute all of the shares of Virata Common Stock owned of record or beneficially by such Stockholder. All of the Existing Shares are issued and outstanding and, except as listed on Schedule 1 and except for the preferred stock purchase rights associated with such Existing Shares, such Stockholder does not own, of record or beneficially, any warrants, options, convertible securities or other rights to acquire any shares of Virata Common Stock.