SETTLEMENT AGREEMENT AND RELEASE
Exhibit 10.8
SETTLEMENT AGREEMENT AND RELEASE
XXXXXX XXXXX XXXXXXXX XX FBO OVE, INC PROFIT SHARING PLAN FBO XXXXXX XXXXXXXX (“Xxxxxxxx”) and ROYALE ENERGY, INC. (“Royale Energy”) enter into this Settlement Agreement and Release as of the Effective Date as herein defined and hereby agree as follows:
1. Parties. The parties to this Settlement Agreement and Release (the “Agreement”) are XXXXXX XXXXX XXXXXXXX XX FBO OVE, INC PROFIT SHARING PLAN FBO XXXXXX XXXXXXXX (“Xxxxxxxx”) and ROYALE ENERGY, INC. (“Royale Energy”), collectively referred to herein as “the Parties.”
4. Cancellation of Conversion Shares and Warrants. To the extent, if any, that 3,200,000 shares of common stock of Royale Energy, Inc., or 3,200,000 shares of common stock of Royale Energy Holdings, Inc., may have been issued upon the merger of Royale Energy with and into Royale Energy Holdings, Inc., Xxxxxxxx hereby consents to the cancellation of such shares and/or the transfer of such shares to Royale Energy Holdings, Inc., for cancellation. Xxxxxxxx hereby irrevocably constitutes and appoints Xxxxxxxx Xxxxxxx as attorney in fact to transfer the said shares on the books of the Corporation, with full power of substitution in the premises. Xxxxxxxx hereby consents to the cancellation of warrants to purchase 1,066,667 shares of Royale Energy common stock previously issued in his name on the books of Royale Energy.
described in Section 2, above, and a release given by the Parties relinquishing their claims against the other. By executing this Agreement, the Parties intend to and do hereby extinguish the obligations heretofore existing between them and arising from that dispute. THE NATURE AND EFFECT OF THIS AGREEMENT, AND THE ENFORCEMENT OF ANY OF THE PROVISIONS FOUND HEREIN, IS STRICTLY CONDITIONED UPON PAYMENT IN THE AMOUNT SET FORTH HEREIN BEING TIMELY TENDERED BY ROYALE ENERGY TO XXXXXXXX IN THE MANNER AS SET FORTH HEREIN. IT IS EXPRESSLY AGREED AND UNDERSTOOD BY THE PARTIES THAT, WITHOUT FURTHER NOTICE, THIS AGREEMENT SHALL BE AUTOMATICALLY NULL AND VOID IN THE EVENT PAYMENT IN THE AMOUNT SET FORTH HEREIN IS NOT TIMELY TENDERED BY ROYALE ENERGY TO XXXXXXXX IN THE MANNER AS SET FORTH HEREIN.
It is understood and agreed that this Agreement shall constitute a general release by each of the Parties in favor of each of the other Parties and shall be effective as a full and final accord and satisfaction, and as a bar to all actions, causes of action, costs, expenses, attorneys’ fees, damages, claims for sanctions, claims for malicious prosecution by any Party or their counsel, or any other claims or liabilities whatsoever, whether known or unknown, suspected, claimed, or concealed, with respect to the Claims and specifically WAIVE any rights afforded by California Civil Code section 1542. The Parties hereto acknowledge that they are familiar with Section 1542 of the California Civil Code, which provides as follows, and specifically waive any rights provided thereunder:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.
(a) Each Party has authority to execute this Agreement.
(b) Each Party has made such investigation of the facts pertaining to the Dispute and this Agreement and all of the matters pertaining thereto, as they deem necessary.
(c) The terms of this Agreement are contractual, and are the result of negotiation between the parties.
(d) This Agreement has been carefully read by each of the Parties and the contents hereof are known to and understood by each of the parties. It is signed freely by each Party executing this Agreement.
(e) Each Party has been represented by independent legal counsel during the negotiation and execution of this Agreement. Any rule of construction or interpretation otherwise requiring this Agreement to be construed or interpreted against any Party shall not apply to any construction or interpretation of this Agreement.
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party hereto, except as specifically set forth in this Agreement. All prior discussions and negotiations have been and are merged and integrated into, and are superseded by, this Agreement. Except as expressly stated in this Agreement, none of the Parties has made any statement or representation to the others regarding any fact that is relied upon in entering into this Agreement. No Party to this Agreement relies upon any statement, representation or promise of any other Party not contained herein in executing this Agreement or in making the settlement provided for herein.
10. Choice of Law and Attorney’s Fees. This Agreement shall be construed under and controlled by the laws of the State of California. If a Party incurs any expense, including reasonable attorney’s fees, in connection with any action or proceeding, including one seeking declaratory relief, instituted by any Party by reason of any default or alleged default of another Party under this Agreement, the Party prevailing in such action or proceeding shall be entitled to recover such reasonable expenses and attorneys’ fees from the opposing Party.
XXXXXX XXXXX XXXXXXXX XX FBO OVE, INC PROFIT SHARING PLAN FBO XXXXXX XXXXXXXX
/s/ Xxxxxx Xxxxx Xxxxxxxx
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/s/ Xxxxxxxx Xxxxxxx
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By Xxxxxx Xxxxx Xxxxxxxx, Trustee
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By Xxxxxxxx Xxxxxxx, CEO
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