Contract
Exhibit 10.1
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.
Principal Amount $300,000.00
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Issue Date: August 2, 2016
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ROYALE ENERGY, INC.
FOR VALUE RECEIVED, Royale Energy, Inc., a California corporation (the “Borrower”), hereby promises to pay to the order of Walou Corporation Defined Benefit Pension Plan or his, her or its registered assigns (“Holder”) the amount set out above as the Principal Amount (as reduced pursuant to the terms hereof pursuant to conversion or otherwise, the “Principal”) one year from the above stated issue date (the “Maturity Date”), or upon acceleration, conversion or otherwise (in each case in accordance with the terms hereof) and to pay interest (“Interest”) on any outstanding Principal Amount (the “Principal”), if it is due, upon the Maturity Date, but in no event to exceed the maximum rate of nonusurious interest allowed from time to time by law until the same becomes due and payable, whether upon the Maturity Date or acceleration or otherwise (in each case in accordance with the terms hereof).
This Note has been entered into pursuant to the terms of a subscription agreement between the Borrower and the Holder, dated of even date herewith (the “Subscription Agreement”), and shall be governed by the terms of such Subscription Agreement. Unless otherwise separately defined herein, all capitalized terms used in this Note shall have the same meaning as is set forth in the Subscription Agreement. This Note is accompanied by a Warrant to purchase up to three shares for every ten shares of Common Stock of the Issuer, if converted at an exercise price of $0.80 per share, subject to adjustment as provided therein, as set forth in the Subscription Agreement. The following terms shall apply to this Note:
ARTICLE 1
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after the occurrence of such Event of Default through and including the date of such cure of such Event of Default.
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which the total number of shares of Common Stock outstanding immediately after such event bears to the total number of shares of Common Stock outstanding immediately prior to such event..
ARTICLE 3
DEFAULT
DEFAULT
The Borrower shall promptly notify the Holder in writing of the occurrence of any of the following events of default ("Event of Default") or the existence and substance of any event or condition which with the passage of time or the giving of notice, or both, would become an Event of Default. Upon the occurrence of an Event of Default, whether or not notice has been provided by Borrower, the holder hereof may at any time thereafter at its option by written notice to the Borrower declare the entire principal amount of, and all accrued interest on, this Note to be immediately due and payable, without presentment, demand, protest or notice, all of which are hereby waived by the Borrower shall, at the option of the Holder hereof, make all sums of Principal and Interest then remaining unpaid hereon and all other amounts payable hereunder immediately due and payable, upon demand, without presentment, or grace period, all of which hereby are expressly waived, except as set forth below:
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ARTICLE 4
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the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:
If to the Borrower:
Royale Energy, Inc.
0000 Xxxxxx Xxxx Xxxxx
El Cajon, California 92019
Attention: Xxxxxxx X. Xxxxxx, CFO
Email: xxxxxx@xxxx.xxx
If to the Holder:
Walou Corporation
0000 Xxx Xxxxxxx Xxxxx Xxxxx
Santa Barbara, CA 93111
Attention: Xxxxxx Xxxxxx, President
Email: xxxxxxx@xxxxxxxxx.xxx
4.6 Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of California. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts of California or in the federal courts located in the State of California. Both parties and the individual signing this Agreement on behalf of the Borrower agree to submit to the jurisdiction of such courts. The prevailing party shall be entitled to recover from the other party its reasonable attorney's fees and costs.
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IN WITNESS WHEREOF, Xxxxxxxx has caused this Note to be signed in its name by an authorized officer as of the 2nd day of August, 2016.
ROYALE ENERGY, INC.
By: /s/ Xxxxxxxx Xxxxxxx
Name: Xxxxxxxx Xxxxxxx
Title: Chief Executive Officer
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