AGREEMENT AND PLAN OF EXCHANGEAgreement and Plan of Exchange • December 2nd, 2016 • Royale Energy Inc • Crude petroleum & natural gas • Delaware
This AGREEMENT AND PLAN OF EXCHANGE (this “Agreement”) made effective as of [ ], 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.
AGREEMENT AND PLAN OF EXCHANGEAgreement and Plan of Exchange • December 2nd, 2016 • Royale Energy Inc • Crude petroleum & natural gas • Delaware
This AGREEMENT AND PLAN OF EXCHANGE (this “Agreement”) made effective as of [ ], 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.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 2nd, 2016 • Royale Energy Inc • Crude petroleum & natural gas • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of November 30, 2016 is entered into 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”). Matrix, Royale and Parent are together the “Continuing Corporations”. Defined terms used herein have the respective meanings set forth in ARTICLE I.
DEBT EXCHANGE AGREEMENTDebt Exchange Agreement • December 2nd, 2016 • Royale Energy Inc • Crude petroleum & natural gas • Delaware
This DEBT EXCHANGE AGREEMENT (this “Agreement”) made effective as of [ ], 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 holders of approximately $20,124,000.00 in aggregate principal amount of certain subordinated promissory notes (the “Notes”) jointly issued between June 6, 2016 and August 22, 2016, by the following entities as borrowers (collectively, the “Borrowers”): Matrix Oil Management Corporation, a California corporation (“Matrix”), Matrix Oil Corporation, a California corporation (“Matrix Operator”), Matrix Investments L.P., a California Limited Partnership (“Matrix Investments”), Matrix Las Cienegas Limited Partnership, a California limited partnership (“Matrix Las Cienegas”), Matrix Pipeline L.P., a California limited partnership, Matrix Royalty, LP, a Texas limited partnership, and Matrix Permia
