SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 29th, 2012 • Royale Energy Inc • Crude petroleum & natural gas • Illinois
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 28, 2012, is by and among Royale Energy, Inc., a California corporation (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 21st, 2009 • Royale Energy Inc • Crude petroleum & natural gas • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 20, 2009, is by and among Royale Energy, Inc., a California corporation with headquarters located at 7676 Hazard Center Drive, Suite 1500, San Diego, California 92108 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).
FORM OF SERIES E WARRANT] ROYALE ENERGY, INC. Warrant To Purchase Common StockRoyale Energy Inc • October 29th, 2012 • Crude petroleum & natural gas • Illinois
Royale Energy, Inc., a California corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [___________________], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon exercise of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the six (6) month and one (1) day anniversary of the Issuance Date (the “Initial Exercise Date”), but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), [______________] (subject to adjustment as provided herein) fully paid and non-assessable shares of Common Stock (as defined below) (the “Warrant Shares”). Except as otherwise defined herein, capit
COMPENSATION AGREEMENTCompensation Agreement • April 6th, 2016 • Royale Energy Inc • Crude petroleum & natural gas • California
This Compensation Agreement is made by and entered into between Ronald Verdier (“Director”) and Royale Energy, Inc. ("Royale") (together, Director and Royale are each a "Party" and collectively, the "Parties"), who agree as follows:
ROYALE ENERGY, INC. Common Stock SALES AGREEMENTSales Agreement • April 7th, 2014 • Royale Energy Inc • Crude petroleum & natural gas • New York
AGREEMENT AND PLAN OF EXCHANGEAgreement and Plan of Exchange • December 2nd, 2016 • Royale Energy Inc • Crude petroleum & natural gas • Delaware
This AGREEMENT AND PLAN OF EXCHANGE (this “Agreement”) made effective as of [ ], by and among ROYALE ENERGY, INC., a California corporation (“Royale”), ROYALE ENERGY HOLDINGS, INC., a Delaware corporation (the “Parent”), and EACH OF THE UNDERSIGNED PERSONS (the “Partners”), who, collectively, are all of the limited and general partners of MATRIX PERMIAN INVESTMENTS, LP, a Texas limited partnership (the “Partnership”). Defined terms used herein have the respective meanings set forth in ARTICLE I.
FORM OF CONVERTIBLE NOTERoyale Energy Inc • August 5th, 2016 • Crude petroleum & natural gas • California
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO HOLDER THAT SUCH REGISTRATION IS NOT REQUIRED.
JOINT WAIVER OF CLOSING CONDITIONSJoint Waiver of Closing Conditions • March 9th, 2018 • Royale Energy Funds, Inc • Crude petroleum & natural gas
This Joint Waiver of Closing Conditions is made as of this 28th day of February, 2018 (the “Closing Date”), and entered into by Matrix Oil Management Corporation, a California corporation (“Matrix”), on behalf of itself and as general partner of Matrix Investments, L.P., a California limited partnership (“Matrix Investments”), Matrix Permian Investments, LP, a Texas limited partnership (“Matrix Permian”), MATRIX LAS CIENEGAS LIMITED PARTNERSHIP, a California limited partnership (“Matrix Las Cienegas”) MATRIX OIL CORPORATION, a California corporation (“Matrix Operator”) all of the holders of preferred limited partnership interests of Matrix Investments (the “Holders” and together with Matrix, Matrix Investments, Matrix Permian, Matrix Las Cienegas, and Matrix Operator, the “Matrix Parties” and each a “Matrix Party”, in reference to the applicable agreement), Royale Energy, Inc., a California corporation (“Royale”) and Royale Energy Holdings, Inc., a Delaware corporation (“Parent”, and t
AMENDED AND RESTATED CREDIT AGREEMENT BETWEEN ROYALE ENERGY, INC. AND TEXAS CAPITAL BANK, N.A.Credit Agreement • March 27th, 2009 • Royale Energy Inc • Crude petroleum & natural gas • Texas
This AMENDED AND RESTATED CREDIT AGREEMENT is made and entered into this 13th day of February, 2009, by and between ROYALE ENERGY, INC., a California corporation (the “Borrower”), and TEXAS CAPITAL BANK, N.A., a national banking association (the “Lender”).
AGREEMENT AND PLAN OF EXCHANGEAgreement and Plan of Exchange • December 2nd, 2016 • Royale Energy Inc • Crude petroleum & natural gas • Delaware
This AGREEMENT AND PLAN OF EXCHANGE (this “Agreement”) made effective as of [ ], by and among ROYALE ENERGY, INC., a California corporation (“Royale”), ROYALE ENERGY HOLDINGS, INC., a Delaware corporation (the “Parent”), and EACH OF THE UNDERSIGNED PERSONS (the “Shareholders”), who, collectively, are all of the holders of all outstanding shares of capital stock of MATRIX OIL CORPORATION, a California corporation (the “Corporation”). Defined terms used herein have the respective meanings set forth in ARTICLE I.
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 30th, 2017 • Royale Energy Inc • Crude petroleum & natural gas • Delaware
This Amended and Restated Agreement and Plan of Merger (this “Agreement”), is dated effective as of December 31, 2016, and is entered into among Royale Energy, Inc., a California corporation (“Royale”), Royale Energy Holdings, Inc., a Delaware corporation (“Parent”), Royale Merger Sub, Inc., a California corporation and a direct, wholly-owned Subsidiary of Parent (“Royale Merger Sub”), Matrix Merger Sub, Inc., a California corporation and a direct, wholly-owned Subsidiary of Parent (“Matrix Merger Sub”), and Matrix Oil Management Corporation, a California corporation (“Matrix” and, together with Matrix Merger Sub, Royale and Royale Merger Sub, the “Constituent Corporations”). Matrix, Royale and Parent are together the “Continuing Corporations”. Defined terms used herein have the respective meanings set forth in ARTICLE I.
DEBT EXCHANGE AGREEMENTDebt Exchange Agreement • December 2nd, 2016 • Royale Energy Inc • Crude petroleum & natural gas • Delaware
This DEBT EXCHANGE AGREEMENT (this “Agreement”) made effective as of [ ], by and among ROYALE ENERGY, INC., a California corporation (“Royale”), ROYALE ENERGY HOLDINGS, INC., a Delaware corporation (the “Parent”), and EACH OF THE UNDERSIGNED PERSONS (the “Holders”), who, collectively, are all of the holders of approximately $20,124,000.00 in aggregate principal amount of certain subordinated promissory notes (the “Notes”) jointly issued between June 6, 2016 and August 22, 2016, by the following entities as borrowers (collectively, the “Borrowers”): Matrix Oil Management Corporation, a California corporation (“Matrix”), Matrix Oil Corporation, a California corporation (“Matrix Operator”), Matrix Investments L.P., a California Limited Partnership (“Matrix Investments”), Matrix Las Cienegas Limited Partnership, a California limited partnership (“Matrix Las Cienegas”), Matrix Pipeline L.P., a California limited partnership, Matrix Royalty, LP, a Texas limited partnership, and Matrix Permia
Re: Financial Representative Agreement with J.P. Turner & Company, LLCRoyale Energy Inc • August 21st, 2009 • Crude petroleum & natural gas • Georgia
This letter (the “Agreement”) is to confirm the exclusive engagement of J.P. Turner & Company, LLC (the “Agent”) by Royale Energy, Inc. (the “Company”) on the above date (the “Effective Date”), for purposes of providing services and identifying Institutional Investors as detailed herein in consideration for the fees and compensation described below.
RECITALSPlan and Agreement of Reorganization • June 25th, 2004 • Royale Energy Inc • Crude petroleum & natural gas • California
AMENDMENT TO THE AGREEMENT AND PLAN OF MERGERThe Agreement and Plan of Merger • March 31st, 2017 • Royale Energy Inc • Crude petroleum & natural gas • Delaware
This Amendment to the Amended and Restated Agreement and Plan of Merger (this “Amendment”) is dated as of March 30, 2017, among Royale Energy, Inc., a California corporation (“Royale”), Royale Energy Holdings, Inc., a Delaware corporation (“Parent”), Royale Merger Sub, Inc., a California corporation and a direct, wholly-owned Subsidiary of Parent (“Royale Merger Sub”), Matrix Merger Sub, Inc., a California corporation and a direct, wholly-owned Subsidiary of Parent (“Matrix Merger Sub”), and Matrix Oil Management Corporation, a California corporation (“Matrix” and, together with Matrix Merger Sub, Royale and Royale Merger Sub, the “Constituent Corporations”), and amends that certain Agreement and Plan of Merger made as of November 30, 2016, among Royale, Parent, Royale Merger Sub, Matrix Merger Sub and Matrix (as amended and restated as of December 31, 2016, the “Merger Agreement”). Capitalized terms used and not otherwise defined in this Amendment shall have the respective meanings se
FIFTH AMENDMENT TO THE AGREEMENT AND PLAN OF MERGERThe Agreement and Plan of Merger • January 4th, 2018 • Royale Energy Inc • Crude petroleum & natural gas • Delaware
This Fifth Amendment to the Amended and Restated Agreement and Plan of Merger (this “Amendment”) is dated as of December 28, 2017, among Royale Energy, Inc., a California corporation (“Royale”), Royale Energy Holdings, Inc., a Delaware corporation (“Parent”), Royale Merger Sub, Inc., a California corporation and a direct, wholly owned Subsidiary of Parent (“Royale Merger Sub”), Matrix Merger Sub, Inc., a California corporation and a direct, wholly-owned Subsidiary of Parent (“Matrix Merger Sub”), and Matrix Oil Management Corporation, a California corporation (“Matrix” and, together with Matrix Merger Sub, Royale and Royale Merger Sub, the “Constituent Corporations”), and amends that certain Agreement and Plan of Merger made as of November 30, 2016, among Royale, Parent, Royale Merger Sub, Matrix Merger Sub and Matrix (as amended and restated as of December 31, 2016, the “Merger Agreement”). Capitalized terms used and not otherwise defined in this Amendment shall have the respective me
October 25, 2012 CONFIDENTIAL ROYALE ENERGY, INC.Royale Energy Inc • October 29th, 2012 • Crude petroleum & natural gas • California
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 30th, 2015 • Royale Energy Inc • Crude petroleum & natural gas • California
This Securities Purchase Agreement (this “Agreement”) is dated as of November 25, 2015, between Royale Energy, Inc., a California corporation (the “Company”), and the purchaser identified on the signature page hereto (the “Purchaser”).
SECOND AMENDMENT TO THE AGREEMENT AND PLAN OF MERGERThe Agreement and Plan of Merger • April 19th, 2017 • Royale Energy Inc • Crude petroleum & natural gas • Delaware
This Second Amendment to the Agreement and Plan of Merger (this “Amendment”) is effective as of 9:00 a.m. CST on December 31, 2016, among Royale Energy, Inc., a California corporation (“Royale”), Royale Energy Holdings, Inc., a Delaware corporation (“Parent”), Royale Merger Sub, Inc., a California corporation and a direct, wholly-owned Subsidiary of Parent (“Royale Merger Sub”), Matrix Merger Sub, Inc., a California corporation and a direct, wholly-owned Subsidiary of Parent (“Matrix Merger Sub”), and Matrix Oil Management Corporation, a California corporation (“Matrix” and, together with Matrix Merger Sub, Royale and Royale Merger Sub, the “Constituent Corporations”), and amends that certain Agreement and Plan of Merger made as of November 30, 2016, among Royale, Parent, Royale Merger Sub, Matrix Merger Sub and Matrix (as amended by that certain First Amendment to the Agreement and Plan of Merger dated December 30, 2016, the “Merger Agreement”). Capitalized terms used and not otherwis
AMENDMENT TO THE AGREEMENT AND PLAN OF MERGERThe Agreement and Plan of Merger • April 6th, 2017 • Royale Energy Inc • Crude petroleum & natural gas • Delaware
This Amendment to the Amended and Restated Agreement and Plan of Merger (this “Amendment”) is dated as of March 31, 2017, among Royale Energy, Inc., a California corporation (“Royale”), Royale Energy Holdings, Inc., a Delaware corporation (“Parent”), Royale Merger Sub, Inc., a California corporation and a direct, wholly-owned Subsidiary of Parent (“Royale Merger Sub”), Matrix Merger Sub, Inc., a California corporation and a direct, wholly-owned Subsidiary of Parent (“Matrix Merger Sub”), and Matrix Oil Management Corporation, a California corporation (“Matrix” and, together with Matrix Merger Sub, Royale and Royale Merger Sub, the “Constituent Corporations”), and amends that certain Agreement and Plan of Merger made as of November 30, 2016, among Royale, Parent, Royale Merger Sub, Matrix Merger Sub and Matrix (as amended and restated as of December 31, 2016, the “Merger Agreement”). Capitalized terms used and not otherwise defined in this Amendment shall have the respective meanings se
ROYALE ENERGY, INC. COMMON STOCK WARRANTRoyale Energy Inc • November 30th, 2015 • Crude petroleum & natural gas • California
THIS CERTIFIES THAT, for value received, [________] or its assigns (the “Holder”) is entitled to purchase, and Royale Energy, Inc., a California corporation (the “Company”), promises and agrees to sell and issue to the Holder, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after November __, 2016 (the “Initial Exercise Date”) and on or prior to the close of business on the three (3) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, up to [_________] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock, no par value per share (the “Common Stock”), of the Company, at the Exercise Price. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 1.
ROYALE ENERGY, INC. Common Stock SALES AGREEMENTSales Agreement • May 21st, 2015 • Royale Energy Inc • Crude petroleum & natural gas • New York
SEVENTH AMENDMENT TO THE AGREEMENT AND PLAN OF MERGERThe Agreement and Plan of Merger • February 15th, 2018 • Royale Energy Inc • Crude petroleum & natural gas • Delaware
This Seventh Amendment to the Amended and Restated Agreement and Plan of Merger (this “Amendment”) is dated as of February 14, 2018, among Royale Energy, Inc., a California corporation (“Royale”), Royale Energy Holdings, Inc., a Delaware corporation (“Parent”), Royale Merger Sub, Inc., a California corporation and a direct, wholly owned Subsidiary of Parent (“Royale Merger Sub”), Matrix Merger Sub, Inc., a California corporation and a direct, wholly-owned Subsidiary of Parent (“Matrix Merger Sub”), and Matrix Oil Management Corporation, a California corporation (“Matrix” and, together with Matrix Merger Sub, Royale and Royale Merger Sub, the “Constituent Corporations”), and amends that certain Agreement and Plan of Merger made as of November 30, 2016, among Royale, Parent, Royale Merger Sub, Matrix Merger Sub and Matrix (as amended and restated as of December 31, 2016, the “Merger Agreement”). Capitalized terms used and not otherwise defined in this Amendment shall have the respective
Participation AgreementParticipation Agreement • May 24th, 2013 • Royale Energy Inc • Crude petroleum & natural gas • Alaska
This agreement is made and entered into on this 22nd day of May, 2013, by and between Royale Energy Inc. (hereafter referred to as Royale) and Rampart Energy Limited. Royale and/or Rampart may hereafter be referred to as Party or Parties.
FIRST AMENDMENT TO THE AGREEMENT AND PLAN OF MERGERThe Agreement and Plan of Merger • January 5th, 2017 • Royale Energy Inc • Crude petroleum & natural gas • Delaware
This First Amendment to the Agreement and Plan of Merger (this “Amendment”) is dated as of December ___, 2016, among Royale Energy, Inc., a California corporation (“Royale”), Royale Energy Holdings, Inc., a Delaware corporation (“Parent”), Royale Merger Sub, Inc., a California corporation and a direct, wholly-owned Subsidiary of Parent (“Royale Merger Sub”), Matrix Merger Sub, Inc., a California corporation and a direct, wholly-owned Subsidiary of Parent (“Matrix Merger Sub”), and Matrix Oil Management Corporation, a California corporation (“Matrix” and, together with Matrix Merger Sub, Royale and Royale Merger Sub, the “Constituent Corporations”), and amends that certain Agreement and Plan of Merger made as of November 30, 2016, among Royale, Parent, Royale Merger Sub, Matrix Merger Sub and Matrix (the “Merger Agreement”). Capitalized terms used and not otherwise defined in this Amendment shall have the respective meanings set forth in the Merger Agreement. Royale, Parent, Royale Merg
PROMISSORY NOTE (this “Note”)Royale Energy Inc • March 27th, 2009 • Crude petroleum & natural gas
This Note is issued pursuant to, is the “Note” under, and is payable as provided in the Credit Agreement. Subject to compliance with applicable provisions of the Credit Agreement. Maker may at any time pay the full amount or any part of this Note without the payment of any premium or fee, but such payment shall not, until this Note is fully paid and satisfied, excuse the payment as it become due of any payment on this Note provided for in the Credit Agreement.
RECITALSPlan and Agreement of Reorganization • June 25th, 2004 • Royale Energy Inc • Crude petroleum & natural gas • California
SEVENTH AMENDMENT TO THE AGREEMENT AND PLAN OF MERGERThe Agreement and Plan of Merger • March 9th, 2018 • Royale Energy Funds, Inc • Crude petroleum & natural gas • Delaware
This Seventh Amendment to the Amended and Restated Agreement and Plan of Merger (this “Amendment”) is dated as of February 14, 2018, among Royale Energy, Inc., a California corporation (“Royale”), Royale Energy Holdings, Inc., a Delaware corporation (“Parent”), Royale Merger Sub, Inc., a California corporation and a direct, wholly owned Subsidiary of Parent (“Royale Merger Sub”), Matrix Merger Sub, Inc., a California corporation and a direct, wholly-owned Subsidiary of Parent (“Matrix Merger Sub”), and Matrix Oil Management Corporation, a California corporation (“Matrix” and, together with Matrix Merger Sub, Royale and Royale Merger Sub, the “Constituent Corporations”), and amends that certain Agreement and Plan of Merger made as of November 30, 2016, among Royale, Parent, Royale Merger Sub, Matrix Merger Sub and Matrix (as amended and restated as of December 31, 2016, the “Merger Agreement”). Capitalized terms used and not otherwise defined in this Amendment shall have the respective
SUBSCRIPTION AGREEMENTSubscription Agreement • August 5th, 2016 • Royale Energy Inc • Crude petroleum & natural gas • New York
This Subscription Agreement (this “Agreement”) is being delivered to the purchaser identified on the signature page to this Agreement (the “Subscriber”) in connection with its investment in Royale Energy Inc., a California corporation (the “Company”). The Company is conducting a private placement (the “Offering”) of “Units”, each Unit comprised of one share of the Company’s common stock (the “Common Stock”) and a 2 year warrant to purchase one fifth of a share of the Company’s Common Stock at an exercise price of $0.80 per share, at a purchase price (the “Purchase Price”) of $0.40 per Unit.
ROYALE ENERGY, INC. COMMON STOCK WARRANTRoyale Energy Inc • August 5th, 2016 • Crude petroleum & natural gas • California
THIS CERTIFIES THAT, for value received, [________] or its assigns (the “Holder”) is entitled to purchase, and Royale Energy, Inc., a California corporation (the “Company”), promises and agrees to sell and issue to the Holder, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the “Initial Exercise Date” listed above, and on or prior to the close of business on the two (2) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, up to [_________] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock, no par value per share (the “Common Stock”), of the Company, at the Exercise Price. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 1.
SIXTH AMENDMENT TO THE AGREEMENT AND PLAN OF MERGERThe Agreement and Plan of Merger • February 2nd, 2018 • Royale Energy Inc • Crude petroleum & natural gas • Delaware
This Sixth Amendment to the Amended and Restated Agreement and Plan of Merger (this “Amendment”) is dated as of January 31, 2018, among Royale Energy, Inc., a California corporation (“Royale”), Royale Energy Holdings, Inc., a Delaware corporation (“Parent”), Royale Merger Sub, Inc., a California corporation and a direct, wholly owned Subsidiary of Parent (“Royale Merger Sub”), Matrix Merger Sub, Inc., a California corporation and a direct, wholly-owned Subsidiary of Parent (“Matrix Merger Sub”), and Matrix Oil Management Corporation, a California corporation (“Matrix” and, together with Matrix Merger Sub, Royale and Royale Merger Sub, the “Constituent Corporations”), and amends that certain Agreement and Plan of Merger made as of November 30, 2016, among Royale, Parent, Royale Merger Sub, Matrix Merger Sub and Matrix (as amended and restated as of December 31, 2016, the “Merger Agreement”). Capitalized terms used and not otherwise defined in this Amendment shall have the respective mea
PLAN AND AGREEMENT OF MERGERPlan and Agreement of Merger • September 11th, 2001 • Royale Energy Inc • Crude petroleum & natural gas
This Plan and Agreement of Merger (the "Agreement") is entered this ____ day of __________, 2001, by and between Royale Petroleum Corporation ("Royale Petroleum"), Royale Energy, Inc., a California corporation (the "Surviving Corporation") (collectively, the "Constituent Corporations"), and Donald H. Hosmer and Stephen M. Hosmer (the "Royale Petroleum Directors").
