JOINT WAIVER OF CLOSING CONDITIONS
Exhibit 2.6
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 together with Royale and the Matrix Parties, the “Parties”).
(a) waives the delivery of the following Royale Closing Deliverables:
i. Delivery to the applicable Matrix Party by Royale of “evidence of the establishment of a new Subsidiary and the transfer of all of the assets related to the DWI Business of Royale (including assets held in trust for its investors) pursuant to Section 8.04(b)(vii) of the Merger Agreement, the Preferred Exchange Agreement and the LP Exchange Agreements;
ii. Delivery to the applicable Matrix Party by Parent of employment agreements executed by Parent and each of Xxxxxxxx Xxxxxxx, Xxxxxx Xxxxxx, Xxxxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxx Xxxxxxxx and Xxx Xxxxxxxx pursuant to Section 8.04(b)(ix) of the Merger Agreement, the Preferred Exchange Agreement and the LP Exchange Agreements; and
iii. Delivery to Matrix by Xxxxxx Xxxxxx LLP of the PH Tax Opinion, pursuant to Section 8.03(f) of the Merger Agreement, the Preferred Exchange Agreement and the LP Exchange Agreements;
(b) accepts substitute delivery with respect to Item 1(a)(iii) of the foregoing with an opinion of Xxx Xxxxxx, Certified Public Accountant for Matrix, regarding certain tax matters; and
(c) consents to the Closing of the transactions contemplated by the Merger Agreement, the Preferred Exchange Agreement and the LP Exchange Agreements, including without limitation the Merger and the Exchanges, without satisfaction of the Royale Closing Conditions expressly identified above or receipt of the PH Tax Opinion.
(a) waives the delivery of the following Matrix Closing Deliverables:
i. Delivery to Royale by the relevant Matrix Party of an incumbency certificate certifying the names and signatures of officers authorized to sign the Preferred Exchange Agreement on behalf of each Holder that is an entity, pursuant to Section 8.04(a)(ii) of the Preferred Exchange Agreement; and
ii. Delivery to Royale by Matrix of the D&O Tail Policy (as defined in the Merger Agreement) required under Section 6.09 of the Merger Agreement; and
(b) consents to the Closing of the transactions contemplated by the Merger Agreement, the Preferred Exchange Agreement and the LP Exchange Agreements, including without limitation the Merger and the Exchanges, without satisfaction of the Matrix Closing Conditions expressly identified above.
[SIGNATURE PAGE FOLLOWS]
MATRIX OIL MANAGEMENT CORPORATION
By: /s/ Xxxxxx Xxxxxx
Xxxxxx Xxxxxx, Vice President
ROYALE ENERGY, INC.
By: /s/ Xxxxxxxx Xxxxxxx
Xxxxxxxx Xxxxxxx, Chief Executive Officer
ROYALE MERGER SUB, INC.
By: /s/ Xxxxxxxx Xxxxxxx
Xxxxxxxx Xxxxxxx, Chief Executive Officer
MATRIX MERGER SUB, INC.
By: /s/ Xxxxxxxx Xxxxxxx
Xxxxxxxx Xxxxxxx, Chief Executive Officer
MATRIX OIL CORPORATION
By: /s/ Xxxxxx Xxxxxx
Xxxxxx Xxxxxx, President
CLASS B LIMITED PARTNERS OF MATRIX INVESTMENTS:
Jordan Enterprises Limited Partnership
By: Walou Corp., its general partner
By: /s/ Xxxxxx Xxxxxx
Xxxxxx Xxxxxx, President
PEM Resources Limited Partnership
By: PEM Management Corporation, its general partner
By: /s/ Xxxxxxx XxXxxxxx
Xxxxxxx XxXxxxxx, President
Meeteetse Limited Partnership
By: Hot Springs Ranch Corp., its general partner
By: /s/ Xxxxxxx Xxxxx
Xxxxxxx Xxxxx, Chief Financial Officer
SIRC Properties LLC
By: Xxxxxxxx X. Xxxxxxxx
Xxxxxxxx X. Xxxxxxxx, President
Xxxxxx Investments Profit Sharing Plan
By: /s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx, President
JRS Energy Investments, LLC
By: /s/ Xxx X Xxxxxxxx
Xxx X Xxxxxxxx, Member and Operating Manager
Oakview Investments LP
By: OVE, Inc., its general partner
By: Xxxxxx Xxxxxxxx
Xxxxxx Xxxxxxxx, President
CLASS C LIMITED PARTNERS OF MATRIX INVESTMENTS:
Meeteetse Limited Partnership
By: Hot Springs Ranch Corp., its general partner
By: /s/ Xxxxxxx Xxxxx
Xxxxxxx Xxxxx, Chief Financial Officer
Jordan Enterprises Limited Partnership
By: Walou Corp., its general partner
By: /s/ Xxxxxx Xxxxxx
Xxxxxx Xxxxxx, President
/s/ Xxxxx Xxx Xxxxx
Xxxxx Xxx Xxxxx
CLASS D LIMITED PARTNERS OF MATRIX INVESTMENTS:
Jordan Enterprises Limited Partnership
By: Walou Corp., its general partner
By: /s/ Xxxxxx Xxxxxx
Xxxxxx Xxxxxx, President
Meeteetse Limited Partnership
By: Hot Springs Ranch Corp., its general partner
By: /s/ Xxxxxxx Xxxxx
Xxxxxxx Xxxxx, Chief Financial Officer