Employment AgreementEmployment Agreement • October 29th, 2018 • Royale Energy, Inc. • Crude petroleum & natural gas • California
This Employment Agreement (the “Agreement”) is made and entered on October 10, 2018, to be effective as of March 1, 2018, by and between Johnny Jordan (the “Executive”) and Royale Energy, Inc. (formerly known as Royale Energy Holdings, Inc.), a Delaware corporation (“Royale” or the “Company”).
AGREEMENT AND PLAN OF EXCHANGEAgreement 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.
COMPENSATION AGREEMENTCompensation Agreement • October 29th, 2018 • Royale Energy, Inc. • Crude petroleum & natural gas • California
This Compensation Agreement is made to be effective from July 26, 2018, by and between Barry Lasker (“Director”) and Royale Energy, Inc. ("Royale") (together, Director and Royale are each a "Party" and collectively, the "Parties"), who agree as follows:
ContractRoyale Energy Holdings, Inc. • September 11th, 2017 • 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 8th, 2018 • Royale Energy Holdings, 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
AGREEMENT AND PLAN OF EXCHANGEAgreement 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.
LIMITED PARTNERSHIP AGREEMENT Matrix Permian Limited Partnership, LP A TEXAS LIMITED PARTNERSHIPLimited Partnership Agreement • February 14th, 2017 • Royale Energy Holdings, Inc. • Texas
THIS LIMITED PARTNERSHIP AGREEMENT (this “Agreement”) is entered into as of this 11th day of July, 2011, by and among Matrix Partnership Management Corporation, a California Corporation, having an office at 104 W. Anapamu Street Suite C, Santa Barbara, Texas as General Partner and the parties executing this Agreement as Limited Partners as provided in Article One (“Limited Partners” or individually, a “Limited Partner”).
ContractRoyale Energy Holdings, Inc. • September 11th, 2017 • 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.
TERM LOAN AGREEMENT AMONG MATRIX OIL CORPORATION MATRIX PIPELINE LP MATRIX OIL MANAGEMENT CORPORATION MATRIX LAS CIENEGAS LIMITED PARTNERSHIP MATRIX INVESTMENTS, L.P. MATRIX PERMIAN INVESTMENTS, LP MATRIX ROYALTY, LP ARENA LIMITED SPV, LLC, AS...Term Loan Agreement • September 11th, 2017 • Royale Energy Holdings, Inc. • Crude petroleum & natural gas • New York
This TERM LOAN AGREEMENT is made and entered into effective the 15th day of June, 2016, by and among MATRIX OIL CORPORATION, a California corporation (“MOC”), MATRIX PIPELINE LP, a California limited partnership (“MP”), MATRIX OIL MANAGEMENT CORPORATION, a California corporation (“MOMC”), MATRIX LAS CIENEGAS LIMITED PARTNERSHIP, a California limited partnership (“MLC”), MATRIX INVESTMENTS, L.P., a California limited partnership (“MI”), MATRIX PERMIAN INVESTMENTS, LP, a Texas limited partnership (“MPI”), MATRIX ROYALTY, LP, a Texas limited partnership (“MR,” and MOC, MP, MOMC, MLC, MI, MPI and MR, each a “Borrower” and, collectively, the “Borrowers”), each lender that is a signatory hereto or becomes a party hereto as provided in Section 9.1 (individually, together with its successors and assigns, a “Lender” and, collectively, together with their respective successors and assigns, the “Lenders”), and ARENA LIMITED SPV, LLC, a Delaware limited liability company (“Arena”), as administrati
PARTICIPATION AGREEMENTParticipation Agreement • November 19th, 2018 • Royale Energy, Inc. • Crude petroleum & natural gas • California
This Participation Agreement (this “Agreement”) is entered into this 10 day of October, 2018 (“Effective Date”), by and between CALIFORNIA RESOURCES PETROLEUM CORPORATION and its affiliates, a corporation organized and existing under the laws of the State of Delaware with its offices at 11109 River Run Boulevard, Bakersfield, California 93311 (“CRPC”), and ROYALE ENERGY, INC., a corporation organized and existing under the laws of the State of Delaware with its offices at 1870 Cordell Court, Suite 210, El Cajon, CA 92020 (“Royale”), both of which may hereinafter be referred to individually as a “Party” or collectively as the “Parties”.
COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • April 10th, 2018 • Royale Energy, Inc. • Crude petroleum & natural gas • Delaware
THIS CERTIFIES THAT, for value received, [________] or its assigns (the “Holder”) is entitled to purchase, and Royale Energy, Inc., a Delaware 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 “Issue Date” listed above, and on or prior to the close of business on the five (5) year anniversary of the Issue Date (the “Termination Date”) but not thereafter,up to 4,000,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock, par value $0.001 per share (the “Common Stock”), of the Company, at the “Exercise Price.” The initial Exercise Price of one share of Common Stock under this Warrant shall be $0.01, subject to adjustment as provided herein.
LIMITED LIABILITY COMPANY AGREEMENT OF RMX RESOURCES, LLC (A Texas limited liability company) Dated as of April 3, 2018Limited Liability Company Agreement • April 10th, 2018 • Royale Energy, Inc. • Crude petroleum & natural gas • Texas
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF RMX RESOURCES, LLC, dated as of April 3, 2018 (this “Agreement”), is entered into by and among (i) the Persons (as hereinafter defined) identified on Exhibit A, as Members (as hereinafter defined) of RMX Resources, LLC, a Texas limited liability company (the “Company”), (ii) Marshall Payne, Chris Cowan, Bayard Friedman, Jonathan Gregory and Johnny Jordan, each individually, as the Managers (as hereinafter defined) constituting the members of the Board (as hereinafter defined) of the Company, and (iii) the Company.
PURCHASE AND SALE AGREEMENT SUNNY FROG OIL LLCPurchase and Sale Agreement • April 10th, 2018 • Royale Energy, Inc. • Crude petroleum & natural gas • California
This Purchase and Sale Agreement (this “Agreement”) is made and entered into effective as of November 27, 2017 (the “Effective Date”), by and between SUNNY FROG OIL LLC, a Delaware limited liability company (“Seller”) and ROYALE ENERGY, INC., a California corporation (“Buyer”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 10th, 2018 • Royale Energy, Inc. • Crude petroleum & natural gas • Texas
This Registration Rights Agreement (the “Agreement”) is dated as of April __, 2018 (the “Agreement Date”) and is entered into by and among Royale Energy, Inc., a Delaware corporation (the “Company”), and the Investors (defined below). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed thereto in that certain Limited Liability Company Agreement of RMX Resources, LLC, a Texas limited liability company, dated on or about the date hereof (the “Company Agreement”).
FOURTH AMENDMENT TO THE AGREEMENT AND PLAN OF MERGERThe Agreement and Plan of Merger • September 11th, 2017 • Royale Energy Holdings, Inc. • Crude petroleum & natural gas • Delaware
This Fourth Amendment to the Amended and Restated Agreement and Plan of Merger (this “Amendment”) is dated as of September 7, 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 m
EMPLOYMENT AGREEMENTEmployment Agreement • April 10th, 2018 • Royale Energy, Inc. • Crude petroleum & natural gas • California
This Employment Agreement (the “Agreement”) is made and entered into as of April 3, 2018, by and between Jonathan Gregory (the “Executive”) and Royale Energy, Inc. (formerly known as Royale Energy Holdings, Inc.), a Delaware corporation (“Royale” or the “Company”).
AMENDMENT EXTENDING CONVERTIBLE NOTEExtending Convertible Note • September 11th, 2017 • Royale Energy Holdings, Inc. • Crude petroleum & natural gas
This Amendment To The Royale Energy, Inc., Convertible Note (this “Amendment”) is executed as of August 2, 2017 (the “Effective Date”), by and between Royale Energy, Inc. (the “Borrower”) and Walou Corporation Defined Benefit Pension Plan (the “Lender”).
PLEDGE AGREEMENT BY ROYALE ENERGY, INC., formerly known as Royale Energy Holdings, Inc. AS DEBTOR IN FAVOR OF ARENA LIMITED SPV, LLC AS SECURED PARTYPledge 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
RMX RESOURCES, LLC April 12, 2018Royale Energy, Inc. • April 17th, 2018 • Crude petroleum & natural gas
SEVENTH AMENDMENT TO THE AGREEMENT AND PLAN OF MERGERThe Agreement and Plan of Merger • March 8th, 2018 • Royale Energy Holdings, 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
CONSULTING AGREEMENTConsulting Agreement • October 29th, 2018 • Royale Energy, Inc. • Crude petroleum & natural gas • California
This Consulting Agreement (this “Agreement”) is entered into effective as of June 1, 2018, by and between Royale Energy, Inc., (“Royale”), and PEM Resources Limited Partnership (tax ID 22-3856853) (“Consultant”).
Incentive Stock Option Award AgreementIncentive Stock Option Award Agreement • October 29th, 2018 • Royale Energy, Inc. • Crude petroleum & natural gas • Delaware
This Incentive Stock Option Award Agreement (this “Award Agreement”) is made and entered into as of October 10, 2018, by and between Royale Energy, Inc., a Delaware corporation (the “Company”) and Stephen M. Hosmer (the “Participant”).
SECURED TERM LOAN NOTERoyale Energy, Inc. • February 15th, 2024 • Crude petroleum & natural gas • Texas
FOR VALUE RECEIVED, the undersigned, ROYALE ENERGY, INC., a Delaware corporation, with a mailing address of 1530 Hilton Head Road, Suite 205, El Cajon, California 92019 (“Borrower”), promises to pay, severally and not jointly, to each of (a) WALOU INVESTMENTS, LP, a Texas limited partnership, with a mailing address of 104 W. Anapamu, Suite C, Santa Barbara, California 93101 (in its capacity as administrative agent for Lenders (“Agent”) and in its capacity as a lender hereunder, “Walou”), and (b) any Additional Lender defined below, whether one or more, that becomes a party to this Note after the Effective Date in accordance with the terms hereof (Walou, together with any such Additional Lender, whether one or more, each a “Lender” and, collectively, “Lenders”), at the address of Agent set forth above, in lawful money of the United States of America, in the aggregate principal amount of THREE MILLION & NO/100 Dollars ($3,000,000.00), or such lesser principal amount extended by Lenders t
SETTLEMENT AGREEMENT AND RELEASESettlement Agreement and Release • 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 AGREEMENTTerm 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
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • April 10th, 2018 • Royale Energy, Inc. • Crude petroleum & natural gas • California
This Assignment and Assumption Agreement (this “Agreement”) is made and entered into effective as of March [29], 2018 (the “Effective Date”), by and between RMX RESOURCES, LLC, a Texas limited liability company (“RMX”), and ROYALE ENERGY, FUNDS, INC., a California corporation (“Royale”). All capitalized terms used in this Agreement but not defined herein shall have the respective meanings set forth in the Purchase Agreement (as defined below). “Party” means either RMX or Royale, as the case may be, and “Parties” means both of them.
COMPENSATION AGREEMENTCompensation Agreement • October 29th, 2018 • Royale Energy, Inc. • Crude petroleum & natural gas • California
This Compensation Agreement is made to be effective from July 26, 2018, by and between Harry E. Hosmer (“Chairman Emeritus”) and Royale Energy, Inc. ("Royale") (together, Chairman Emeritus and Royale are each a "Party" and collectively, the "Parties"), who agree as follows:
CONSULTING AGREEMENTConsulting Agreement • October 29th, 2018 • Royale Energy, Inc. • Crude petroleum & natural gas • California
This Consulting Agreement (this “Agreement”) is entered into effective as of March 1, 2018, by and between Royale Energy, Inc., (“Royale”), and Meeteetse Limited Partnership (tax ID 56-2298132) (“Consultant”).
ROYALE ENERGY, INC.Letter Agreement • September 16th, 2019 • Royale Energy, Inc. • Crude petroleum & natural gas
PREFERRED EXCHANGE AGREEMENTPreferred 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.
AMENDED & RESTATED LIMITED PARTNERSHIP AGREEMENTLimited Partnership Agreement • February 14th, 2017 • Royale Energy Holdings, Inc. • California
THIS AMENDED & RESTATED LIMITED PARTNERSHIP AGREEMENT (this “Agreement”) is entered into to be effective as of December 31, 2016, by and among Matrix Oil Management Corporation, a California Corporation, having an office at 920 Garden Street Suite B, Santa Barbara, California as the sole general partner of the Partnership (the “General Partner”), and the parties executing this Agreement as limited partners of the Partnership who are identified on Schedules A, B, C and D of this Agreement (“Limited Partners” or individually, a “Limited Partner”).
MASTER SERVICES AGREEMENTMaster Services Agreement • April 10th, 2018 • Royale Energy, Inc. • Crude petroleum & natural gas • Texas
This MASTER SERVICES AGREEMENT (this “Agreement”) is made and entered into as of April __, 2018 by and between RMX RESOURCES, LLC, a Texas limited liability company (the “Company”), and ROYALE ENERGY, INC., a Delaware corporation (“Royale”).
