Attached files
| file | filename |
|---|---|
| 8-K - PRIMARY DOCUMENT - Yuma Energy, Inc. | yuma_8k.htm |
| EX-99.2 - PRESS RELEASE - Yuma Energy, Inc. | yuma_ex992.htm |
| EX-99.1 - PRESS RELEASE - Yuma Energy, Inc. | yuma_ex991.htm |
| EX-10.8(A) - AMENDMENT TO THE YUMA 2014 LONG-TERM INCENTIVE PLAN - Yuma Energy, Inc. | yuma_ex108a.htm |
| EX-10.5(A) - FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT - Yuma Energy, Inc. | yuma_ex105a.htm |
Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF DETERMINATION
OF
RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS
OF
9.25% SERIES A CUMULATIVE REDEEMABLE PREFERRED STOCK
OF
YUMA ENERGY, INC.
The
undersigned, Sam L. Banks and James J. Jacobs, do hereby certify
that:
A.
They are the
President and Corporate Secretary, respectively, of Yuma Energy,
Inc., a California corporation (the “Corporation”).
B.
Section 7 of the
Certificate of Determination of Rights, Preferences, Privileges and
Restrictions of 9.25% Series A Cumulative Redeemable Preferred
Stock of the Corporation is hereby amended to add the following
subsection:
“(Q)
Automatic Conversion. Each
share of Series A Preferred Stock shall, immediately prior to the
reincorporation of the Corporation from California to Delaware
pursuant to the Agreement and Plan of Merger and Reorganization
dated February 10, 2016, as it may be amended from time to time
(the “Merger
Agreement”) by and among the Corporation, Yuma
Delaware Merger Subsidiary, Inc., Yuma Merger Subsidiary, Inc., and
Davis Petroleum Acquisition Corp., automatically be converted into
35 shares of fully paid and nonassesable shares of Common Stock.
Upon notice from the Corporation, each holder of Series A Preferred
Stock so converted shall promptly surrender to the Corporation for
cancellation, at any place where the Corporation shall maintain a
transfer agent for its Series A Preferred Stock or Common Stock,
certificates representing the shares of Series A Preferred Stock so
converted, duly endorsed in blank or accompanied by proper
instruments of transfer. As promptly as practicable after the
surrender of any shares of Series A Preferred Stock, the
Corporation shall (subject to compliance with the applicable
provisions of federal and state securities laws) deliver to the
holder of such shares so surrendered certificate(s) representing
the number of fully paid and nonassessable shares of Common Stock
into which such shares are entitled to be
converted.”
C. The
foregoing amendment of the Certificate of Determination of Rights,
Preferences, Privileges and Restrictions of 9.25% Series A
Cumulative Redeemable Preferred Stock of the Corporation has been
duly approved by the Board of Directors.
D. The
foregoing amendment of the Certificate of Determination of Rights,
Preferences, Privileges and Restrictions of 9.25% Series A
Cumulative Redeemable Preferred Stock of the Corporation has been
duly approved by the required vote of shareholders in accordance
with Sections 902 and 903 of the California Corporations Code. The
total number of outstanding shares of stock of the Corporation
entitled to vote on the foregoing amendment was 554,996 shares of
Series A Preferred Stock. The number of shares voting in favor of
the amendment exceeded the votes required. The percentage votes
required were more than sixty-six and two-thirds percent (66 2/3%)
of the outstanding shares of the Series A Preferred
Stock.
[Signature
page follows]
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E. Sam
L. Banks and James J. Jacobs declare under penalty of perjury under
the laws of the State of California that they have read the
foregoing certificate and know the contents thereof and that the
same is true of their own knowledge.
Executed
on October 26, 2016 at Houston, Texas.
/s/ Sam L.
Banks
Name: Sam L. Banks
Title: President
/s/ James J.
Jacobs
Name: James J. Jacobs
Title: Corporate Secretary
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