0001185185-18-000398 Sample Contracts

AGREEMENT AND PLAN OF EXCHANGE
Agreement and Plan of Exchange • March 12th, 2018 • Royale Energy, Inc. • Crude petroleum & natural gas • Delaware

This AGREEMENT AND PLAN OF EXCHANGE (this “Agreement”) made effective as of February 28, 2018, 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.

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AGREEMENT AND PLAN OF EXCHANGE
Agreement and Plan of Exchange • March 12th, 2018 • Royale Energy, Inc. • Crude petroleum & natural gas • Delaware

This AGREEMENT AND PLAN OF EXCHANGE (this “Agreement”) made effective as of February 28, 2018, 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.

PLEDGE AGREEMENT BY ROYALE ENERGY, INC., formerly known as Royale Energy Holdings, Inc. AS DEBTOR IN FAVOR OF ARENA LIMITED SPV, LLC AS SECURED PARTY
Pledge Agreement • March 12th, 2018 • Royale Energy, Inc. • Crude petroleum & natural gas • New York

This PLEDGE AGREEMENT (the “Agreement”) is executed effective as of February 28, 2018 (the “Effective Date”), by ROYALE ENERGY, INC., a Delaware corporation, formerly known as Royale Energy Holdings, Inc. (the “Debtor”), the address for which, for purposes hereof, is 104 West Anapamu, Suite C, Santa Barbara, California 93101, in favor of ARENA LIMITED SPV, LLC, a Delaware limited liability company, the address for which, for purposes hereof, is 405 Lexington Avenue, 59th Floor, New York, NY 10174, in its capacity as administrative agent (in such capacity, “Secured Party”) for the lenders (individually, a “Lender” and collectively, the “Lenders”) party to that certain Term Loan Agreement dated of even date hereof by and among (i) MATRIX OIL CORPORATION, a California corporation (“MOC”); (ii) MATRIX PIPELINE LP, a California limited partnership (“MP”); (iii) MATRIX OIL MANAGEMENT CORPORATION, a California corporation (“MOMC”); (iv) MATRIX LAS CIENEGAS LIMITED PARTNERSHIP, a California li

SETTLEMENT AGREEMENT AND RELEASE
Settlement Agreement • March 12th, 2018 • Royale Energy, Inc. • Crude petroleum & natural gas • California

JOSEPH HENRY PAQUETTE TR FBO OVE, INC PROFIT SHARING PLAN FBO JOSEPH PAQUETTE (“Paquette”) 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:

CONSENT TO MERGER, JOINDER, WAIVER AND FOURTH AMENDMENT TO TERM LOAN AGREEMENT
Term Loan Agreement • March 12th, 2018 • Royale Energy, Inc. • Crude petroleum & natural gas

This CONSENT TO MERGER, JOINDER, WAIVER AND FOURTH AMENDMENT TO TERM LOAN AGREEMENT, dated as of February 28, 2018 (this “Amendment”), is entered into by and among: (i) MATRIX OIL CORPORATION, a California corporation (“MOC”); (ii) MATRIX PIPELINE LP, a California limited partnership (“MP”); (iii) MATRIX OIL MANAGEMENT CORPORATION, a California corporation (“MOMC”); (iv) MATRIX LAS CIENEGAS LIMITED PARTNERSHIP, a California limited partnership (“MLC”); (v) MATRIX INVESTMENTS, L.P., a California limited partnership (“MI”); (vi) MATRIX PERMIAN INVESTMENTS, LP, a Texas limited partnership (“MPI”); (vii) MATRIX ROYALTY, LP, a Texas limited partnership (“MR,” and MOC, MP, MOMC, MLC, MI, MPI and MR, each a “Matrix Entity”) and a “Borrower” and, collectively, the “Borrowers”); (viii) ROYALE ENERGY HOLDINGS, INC., a Delaware corporation (“Holdings”), (ix) ROYALE ENERGY, INC., a California corporation (“Royale”), (x) ARENA LIMITED SPV, LLC, a Delaware limited liability company, as administrativ

PREFERRED EXCHANGE AGREEMENT
Preferred Exchange Agreement • March 12th, 2018 • Royale Energy, Inc. • Crude petroleum & natural gas • Delaware

This PREFERRED EXCHANGE AGREEMENT (this “Agreement”) made effective as of February 28, 2018, 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 Class B Limited Partners, Class C Limited Partners and Class D Limited Partners of Matrix Investments, L.P., a California Limited Partnership (the “Partnership”). Defined terms used herein have the respective meanings set forth in ARTICLE I.

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