0001162677-15-000120.txt : 20151215 0001162677-15-000120.hdr.sgml : 20151215 20151215162911 ACCESSION NUMBER: 0001162677-15-000120 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 14 FILED AS OF DATE: 20151215 DATE AS OF CHANGE: 20151215 EFFECTIVENESS DATE: 20151215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROYALE ENERGY INC CENTRAL INDEX KEY: 0000864839 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 330224120 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-208555 FILM NUMBER: 151288811 BUSINESS ADDRESS: STREET 1: 3777 WILLOW GLEN DRIVE CITY: EL CAJON STATE: CA ZIP: 92019-4601 BUSINESS PHONE: 6193836600 MAIL ADDRESS: STREET 1: 3777 WILLOW GLEN DRIVE CITY: EL CAJON STATE: CA ZIP: 92019-4601 FORMER COMPANY: FORMER CONFORMED NAME: ROYALE ENERGY FUNDS INC DATE OF NAME CHANGE: 19940318 S-8 1 res8regstmt.htm res8regstmt.htm

File No. 333-______
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 
FORM S-8
REGISTRATION STATEMENT
Under the Securities Act of 1933
 
ROYALE ENERGY, INC.
(Exact name of registrant as specified in its charter)

California
33-0224120
(State or other jurisdiction
of incorporation or organization)
(I.R.S. Employer
Identification Number)

3777 Willow Glen Drive
El Cajon, California 92019
619-383-6600
(Name and address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Individual Compensation to Directors
(Full title of the plan)

Stephen M. Hosmer
Royale Energy, Inc.
3777 Willow Glen Drive
El Cajon, California 92019
619-383-6600
Copies to:
Lee Polson
Strasburger & Price, LLP
720 Brazos Street, Suite 700
Austin, Texas 78701
512-499-3600
Name, address, including zip code, and telephone number, including area code, of agent for service

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

 
 
Large accelerated filer  [  ]       Accelerated filer  [  ]
Non-accelerated filer  [  ]  (Do not check if smaller reporting company)     Smaller reporting company  [X]

CALCULATION OF REGISTRATION FEE

Title of securities
to be registered
Amount to be
registered
Proposed maximum offering price
per share
Proposed maximum aggregate offering price
Amount of registration fee
Common stock
1,486,588 Shares
$0.40
$594,635
$59.94

(1)  Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h), based on the average of the high and low prices of the common stock as reported by the NASDAQ Capital Market on December 11, 2015.


 
 
 

 


 
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

In accordance with the Note to Part I of Form S-8, the information specified by Part I of Form S-8 has been omitted from this Registration Statement on Form S-8.  Information required by Part I (Items 1 and 2) will, to the extent applicable, be included in documents sent or given to participants pursuant to Rule 428(b) under the Securities Act of 1933, as amended (the “Securities Act”).

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3     Incorporation of Documents by Reference

The following documents filed by the registrant (SEC file number 0-22750) with the Commission are hereby incorporated by reference:

-
Our Annual Report on Form 10-K for the year ended December 31, 2014, filed with the SEC on March 31, 2015;
-
Our Current Reports on Form 8-K filed with the SEC on March 24, 2015, April 13, 2015, May 21, 2015, June 4, 2015, June 10, 2015, August 4, 2015, August 7, 2015, September 4, 2015, September 10, 2015, September 21, 2015, September 24, 2015, October 9, 2015, November 13, 2015, November 20, 2015, and November 30, 2015;
-
Our Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 22, 2015;
-
Our Definitive Proxy Statement on Schedule 14A, filed with the SEC on October 6, 2015
-
Our Quarterly Report on Form 10-Q for the period ended September 30, 2015, filed with the SEC on October 28, 2015; and
-
The description of our common stock contained in our Registration Statement on Form S-4 filed with the SEC on November 25, 2008.

Item 4     Description of Securities

Not applicable.

Item 5     Interests of Named Experts and Counsel

Not applicable.

Item 6     Indemnification of Directors and Officers

Under Article IV of our Articles of Incorporation, we have eliminated the potential liability of Directors to us, and we are also required to indemnify our Directors against any liability for monetary damages, to the extent allowed by California law.  The California Corporations Code allows corporations, including Royale Energy, to eliminate or limit the liability of directors for monetary damages except to the extent that the acts of the director are in bad faith, constitute intentional or reckless misconduct, result in an improper personal benefit, or amount to an abdication of the directors' duties.  The Corporations Code provisions do not affect the availability of equitable remedies against directors nor change the standard of duty to which directors are held.

Our Articles of Incorporation also provide that if California law is amended to provide additional indemnity or relief from liability to directors, such relief or indemnity shall automatically be applied for the benefit of our Directors.

The Securities and Exchange Commission has stated that, in its opinion, indemnification of officers and directors for violations of federal securities laws is unenforceable and void as a matter of public policy.

 
 

 
Item 7     Exemption from Registration Claimed

Not applicable.

Item 8     Exhibits

Exhibit
 
Description
 
5.1
 
 
Opinion of Strasburger & Price, L.L.P., as to the validity of the securities being offered
10.1
 
 
Compensation Agreement between the Company and Gary Grinsfelder
10.2
 
 
Compensation Agreement between the Company and Jonathan Gregory
10.3
 
 
Compensation Agreement between the Company and Donald M. Hosmer
10.4
 
 
Compensation Agreement between the Company and Harry E. Hosmer
10.5
 
 
Compensation Agreement between the Company and Stephen M. Hosmer
10.6
 
 
Compensation Agreement between the Company and Ronald Verdier
10.7
 
Compensation Agreement between the Company and Ronald Buck
 
23.1
 
 
Consent of SingerLewak LLP
23.2
 
 
Consent of Padgett, Stratemann & Co., LLP
23.3
 
 
Consent of Strasburger & Price, L.L.P. (included in Exhibit 5.1)
23.4
 
 
Consent of Netherland, Sewell & Associates, Inc.
23.5
 
 
Consent of Source Energy, LLC


Item 9     Undertakings

The undersigned registrant undertakes:

(a)           To file, during any period in which it offers or sells securities, a post-effective amendment to this registration statement to:

(1)           include any prospectus required by section 10(a)(3) of the Securities Act.

(2)           reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement; and notwithstanding the forgoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospects filed with the Commission as required by to Rule 424(b) if, in the aggregate, the changes in the volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

(3)           To include any additional or changed material information on the plan of distribution.

 
 

 
(b)           That, for determining liability under the Securities Act of 1933, the Registrant will treat each post-effective amendment as a new registration statement of the securities offered, and the offering of the securities at that time to be the initial bona fide offering.

(c)           To remove from registration by means of a post-effective amendment any of the securities that remain unsold at the end of the offering.

The undersigned Registrant undertakes that, for the purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report as required by Section 13(a) or 15(d) of the Securities Exchange Act of 1934 shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Because indemnification for liabilities arising under the Securities Act of 1933 may be permitted for directors, officers, and controlling persons of the Registrant according to the provisions set forth or described in Item 6 of this Registration Statement, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.  If a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of El Cajon, State of California, on December 14, 2015.

 
ROYALE ENERGY, INC.
   
   
 
/s/Jonathan Gregory
 
Jonathan Gregory, Chief Executive Officer
   
   
 
/s/ Stephen M.Hosmer
 
Stephen M. Hosmer, Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons, in the capacities and on the dates indicated.

Date:           December 14, 2015
 
/s/ Harry E. Hosmer
   
Harry E. Hosmer, Chairman of the Board and Director
     
   
/s/ Jonathan Gregory
   
Jonathan Gregory, Chief Executive Officer and Director (Principal Executive Officer)
     
Date:           December 14, 2015
 
/s/ Donald H. Hosmer
   
Donald H. Hosmer, Co-President and Director
     
     
 
 
 

 
     
Date:           December 14, 2015
 
/s/ Stephen M. Hosmer
   
Stephen M. Hosmer, Co-President, Chief Financial Officer and Director (Principal Financial Officer and Principal Accounting Officer)
     
Date:           December 14, 2015
 
/s/ Gary Grinsfelder
   
Gary Grinsfelder, Director
     
Date:           December 14, 2015
 
/s/ Ronald Buck
   
Ronald Buck, Director
     
Date:           December 14, 2015
 
/s/ Ronald Verdier
   
Ronald Verdier, Director
     



EX-5.1 2 re5_1legalopinion.htm re5_1legalopinion.htm

EXHIBIT 5.1

FORM OF LEGAL OPINION

Strasburger & Price, L.L.P.
2301 Broadway
San Antonio, Texas 78215-1157
210.250.6000
www.strasburger.com

December 15, 2015

Royale Energy, Inc.
3777 Willow Glen Drive
El Cajon, California 92019

Re: Registration Statement on Form S-8

Gentlemen:

We have acted as counsel for Royale Energy, Inc., a California Corporation (the "Company"), in connection with the registration under the Securities Act of 1933, as amended (the “Act”), of up to 1,486,588 shares of the Company's common stock (the "Shares") to be issued as compensation to certain directors of the Company for services rendered, as described in the Registration Statement on Form S-8 to be filed with the Securities and Exchange Commission (the "Registration Statement").  This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement, other than as expressly stated herein with respect to the issuance of the Shares.

As such counsel, we have conducted such inquiries as we have deemed necessary for the purpose of rendering this opinion.  We have examined copies of the Registration Statement and the Exhibits thereto. We have conferred with officers of the Company and have examined the originals or certified, conformed or photostatic copies of such records of the Company, certificates of officers of the Company, certificates of public officials, and such other documents as we have deemed relevant and necessary under the circumstances as the basis of the opinion expressed herein. In all such examinations, we have assumed the authenticity of all documents submitted as originals or duplicate originals, the conformity to original documents of all document copies, the authenticity of the respective originals of such latter documents, and the correctness and completeness of such certificates.

We are opining herein only as to the Corporations Code of the State of California, and we express no opinion with respect to any other laws.

 
 

 
Based upon the foregoing and subject to the qualifications and assumptions set forth herein, it is our opinion that, when and if (a) the Registration Statement shall be declared effective by the Securities and Exchange Commission, as the same may hereafter be amended; (b) the actions being taken in order to permit such transactions to be carried out in accordance with the securities laws of the various states where required, are taken; and (c) the Shares shall have been issued as contemplated in the Registration Statement, then all of the Shares, upon execution and delivery of proper certificates therefor, will be legally and validly issued, fully paid and nonassessable.

We hereby consent to the inclusion of this opinion in the Exhibits to the Registration Statement. Subject to the foregoing, this opinion is limited to the matters expressly set forth in this letter, as limited herein as of the date of this letter.

Very truly yours,

STRASBURGER & PRICE, L.L.P.


By:         /s/ Jeremy Kell
Jeremy Kell
Licensed to Practice in California


EX-10.1 3 ex10_1dhosmer.htm ex10_1dhosmer.htm
EXHIBIT 10.1

COMPENSATION AGREEMENT


This Compensation Agreement is made by and entered into between Donald Hosmer (“Director”) and Royale Energy, Inc. ("Royale") (together, Director and Royale are each a "Party" and collectively, the "Parties"), who agree as follows:


1. In compensation for management services rendered to Royale, Royale agrees to issue to Director the sum of $173,250 through March 31, 2016.  Such compensation shall be paid according to Royale’s standard policies on compensation of employees, dates of payment, withholding, employment status, etc.
 
2. Director may, in his sole discretion, elect to receive all or any part of his compensation to be paid pursuant to this Agreement in shares of common stock issued by Royale Energy (the “Shares”).  In order to receive compensation payments in Shares, Director must notify the Company of the payment to be made in Shares, either as a dollar amount or as a percentage of the compensation to be paid for the period covered by the notice, using the form attached at the end of this Agreement.  The form must be received at least two business days prior to the date on which the payment is expected to be made.
 
3. The number of Shares to be delivered to Director as compensation for any payment period shall be determined by dividing the dollar amount of compensation for which the Director has elected to be paid in Shares by the closing price per share of the Company’s common stock on the NASDAQ Stock Market (or, if the Company’s stock is not traded on the NASDAQ Stock Market when it receives notice from the Director of payment to be made in Shares, the most recent market closing transaction price on the OTC Markets quotation system) preceding the payment date or in the case of deferred compensation, the notice date.
 
4. The amount to be paid to Director in Shares for any pay period may not exceed the gross amount of compensation due minus any amounts to be withheld by the Company pursuant to its standard practices for withholding taxes and other payments from compensation paid to employees and directors.
 
5. Director may, at his election, receive the shares either in certificated form or by DWAC transfer to a securities account designated by him. The Company will use its commercial best efforts to promptly instruct the Company’s transfer agent on the issuance and delivery of the shares as instructed by the Director.
 
6. Royale will file a registration statement on Form S-8 (or, if Form S-8 is unavailable, the form which is most appropriate for registration of such Shares) with the U.S. Securities and Exchange Commission (the "SEC") to register the Shares under the Securities Act of 1933.
 
7. The Parties agree that the services for which Director is being compensated were not rendered in connection with the offer or sale of securities in a capital raising transaction, and do not directly or indirectly promote or maintain a market for Royale's securities.
 
 
 

EXHIBIT 10.1
 
8. This Agreement is entered in the State of California, and it shall be construed and interpreted in accordance with the laws of the State of California.  The exclusive venue of any suit, claim or action arising under this Agreement shall lie exclusively with Superior Courts of San Diego County, California.
 
9. This Agreement may be executed in multiple counterparts which shall be construed together as one document.
 
10. Should any provision of this Agreement be declared or determined to be invalid or illegal, the validity of the remaining parts, terms or provisions shall not be affected thereby, and the illegal or invalid part, term or provision shall be deemed not to be a part of this Agreement.
 
11. The signatures hereto warrant that they have authority to bind the Party for whom they act.
 
12. This Agreement was approved by the Board of Directors of Royale Energy, Inc., on September 22, 2015.
 
In witness whereof, the Parties have executed this Agreement as of December 11, 2015.

Royale Energy, Inc.
 
 
   
Name:
Harry Hosmer
 
Name:
 
Title:
Chairman
 
                                          Donald Hosmer


 
 

 
EXHIBIT 10.1

DELIVERY OF COMPENSATION IN SHARES

Date
   
Director’s Name
   
     
Pay Period Ending
   
     
Amount (expressed as one of the following):
   
Amount in dollars
 
$
Percentage of total compensation due
 
%
     
     
I authorize and direct Royale Energy to pay the above amount of compensation due to me in shares of common stock issued by Royale Energy as stated above (the “Shares”) as provided in my compensation agreement with the Company.  I will cooperate with the Company providing for transfer and delivery of the shares and provision of any information and execution of any documents necessary for the transfer of the Shares and registration of the Shares with the Securities and Exchange Commission under the Securities Act of 1933.


____________________________


EX-10.2 4 ex10_2hhosmer.htm ex10_2hhosmer.htm

 
EXHIBIT 10.2

COMPENSATION AGREEMENT


This Compensation Agreement is made by and entered into between Harry Hosmer (“Director”) and Royale Energy, Inc. ("Royale") (together, Director and Royale are each a "Party" and collectively, the "Parties"), who agree as follows:


1. In compensation for management services rendered to Royale, Royale agrees to issue to Director the sum of $115,385 through March 31, 2016.  Such compensation shall be paid according to Royale’s standard policies on compensation of employees, dates of payment, withholding, employment status, etc.
 
2. Director may, in his sole discretion, elect to receive all or any part of his compensation to be paid pursuant to this Agreement in shares of common stock issued by Royale Energy (the “Shares”).  In order to receive compensation payments in Shares, Director must notify the Company of the payment to be made in Shares, either as a dollar amount or as a percentage of the compensation to be paid for the period covered by the notice, using the form attached at the end of this Agreement.  The form must be received at least two business days prior to the date on which the payment is expected to be made.
 
3. The number of Shares to be delivered to Director as compensation for any payment period shall be determined by dividing the dollar amount of compensation for which the Director has elected to be paid in Shares by the closing price per share of the Company’s common stock on the NASDAQ Stock Market (or, if the Company’s stock is not traded on the NASDAQ Stock Market when it receives notice from the Director of payment to be made in Shares, the most recent market closing transaction price on the OTC Markets quotation system) preceding the payment date or in the case of deferred compensation, the notice date.
 
4. The amount to be paid to Director in Shares for any pay period may not exceed the gross amount of compensation due minus any amounts to be withheld by the Company pursuant to its standard practices for withholding taxes and other payments from compensation paid to employees and directors.
 
5. Director may, at his election, receive the shares either in certificated form or by DWAC transfer to a securities account designated by him. The Company will use its commercial best efforts to promptly instruct the Company’s transfer agent on the issuance and delivery of the shares as instructed by the Director.
 
6. Royale will file a registration statement on Form S-8 (or, if Form S-8 is unavailable, the form which is most appropriate for registration of such Shares) with the U.S. Securities and Exchange Commission (the "SEC") to register the Shares under the Securities Act of 1933.
 
7. The Parties agree that the services for which Director is being compensated were not rendered in connection with the offer or sale of securities in a capital raising transaction, and do not directly or indirectly promote or maintain a market for Royale's securities.
 
 
 

EXHIBIT 10.2
 
8. This Agreement is entered in the State of California, and it shall be construed and interpreted in accordance with the laws of the State of California.  The exclusive venue of any suit, claim or action arising under this Agreement shall lie exclusively with Superior Courts of San Diego County, California.
 
9. This Agreement may be executed in multiple counterparts which shall be construed together as one document.
 
10. Should any provision of this Agreement be declared or determined to be invalid or illegal, the validity of the remaining parts, terms or provisions shall not be affected thereby, and the illegal or invalid part, term or provision shall be deemed not to be a part of this Agreement.
 
11. The signatures hereto warrant that they have authority to bind the Party for whom they act.
 
12. This Agreement was approved by the Board of Directors of Royale Energy, Inc., on September 22, 2015.
 
In witness whereof, the Parties have executed this Agreement as of December 11, 2015.

Royale Energy, Inc.
 
 
   
Name:
Stephen Hosmer
 
Name:
 
Title:
Secretary, President, CFO
 
                                  Harry Hosmer


 
 

 
EXHIBIT 10.2

DELIVERY OF COMPENSATION IN SHARES

Date
   
Director’s Name
   
     
Pay Period Ending
   
     
Amount (expressed as one of the following):
   
Amount in dollars
 
$
Percentage of total compensation due
 
%
     
     
I authorize and direct Royale Energy to pay the above amount of compensation due to me in shares of common stock issued by Royale Energy as stated above (the “Shares”) as provided in my compensation agreement with the Company.  I will cooperate with the Company providing for transfer and delivery of the shares and provision of any information and execution of any documents necessary for the transfer of the Shares and registration of the Shares with the Securities and Exchange Commission under the Securities Act of 1933.


____________________________


EX-10.3 5 ex10_3shosmer.htm Unassociated Document
EXHIBIT 10.3

COMPENSATION AGREEMENT


This Compensation Agreement is made by and entered into between Stephen Hosmer (“Director”) and Royale Energy, Inc. ("Royale") (together, Director and Royale are each a "Party" and collectively, the "Parties"), who agree as follows:


1. In compensation for management services rendered to Royale, Royale agrees to issue to Director the sum of $131,250 through March 31, 2016.  Such compensation shall be paid according to Royale’s standard policies on compensation of employees, dates of payment, withholding, employment status, etc.
 
2. Director may, in his sole discretion, elect to receive all or any part of his compensation to be paid pursuant to this Agreement in shares of common stock issued by Royale Energy (the “Shares”).  In order to receive compensation payments in Shares, Director must notify the Company of the payment to be made in Shares, either as a dollar amount or as a percentage of the compensation to be paid for the period covered by the notice, using the form attached at the end of this Agreement.  The form must be received at least two business days prior to the date on which the payment is expected to be made.
 
3. The number of Shares to be delivered to Director as compensation for any payment period shall be determined by dividing the dollar amount of compensation for which the Director has elected to be paid in Shares by the closing price per share of the Company’s common stock on the NASDAQ Stock Market (or, if the Company’s stock is not traded on the NASDAQ Stock Market when it receives notice from the Director of payment to be made in Shares, the most recent market closing transaction price on the OTC Markets quotation system) preceding the payment date or in the case of deferred compensation, the notice date.
 
4. The amount to be paid to Director in Shares for any pay period may not exceed the gross amount of compensation due minus any amounts to be withheld by the Company pursuant to its standard practices for withholding taxes and other payments from compensation paid to employees and directors.
 
5. Director may, at his election, receive the shares either in certificated form or by DWAC transfer to a securities account designated by him. The Company will use its commercial best efforts to promptly instruct the Company’s transfer agent on the issuance and delivery of the shares as instructed by the Director.
 
6. Royale will file a registration statement on Form S-8 (or, if Form S-8 is unavailable, the form which is most appropriate for registration of such Shares) with the U.S. Securities and Exchange Commission (the "SEC") to register the Shares under the Securities Act of 1933.
 
7. The Parties agree that the services for which Director is being compensated were not rendered in connection with the offer or sale of securities in a capital raising transaction, and do not directly or indirectly promote or maintain a market for Royale's securities.
 
 
 

EXHIBIT 10.3
 
8. This Agreement is entered in the State of California, and it shall be construed and interpreted in accordance with the laws of the State of California.  The exclusive venue of any suit, claim or action arising under this Agreement shall lie exclusively with Superior Courts of San Diego County, California.
 
9. This Agreement may be executed in multiple counterparts which shall be construed together as one document.
 
10. Should any provision of this Agreement be declared or determined to be invalid or illegal, the validity of the remaining parts, terms or provisions shall not be affected thereby, and the illegal or invalid part, term or provision shall be deemed not to be a part of this Agreement.
 
11. The signatures hereto warrant that they have authority to bind the Party for whom they act.
 
12. This Agreement was approved by the Board of Directors of Royale Energy, Inc., on September 22, 2015.
 
In witness whereof, the Parties have executed this Agreement as of December 11, 2015.

Royale Energy, Inc.
 
 
   
Name:
Harry Hosmer
 
Name:
 
Title:
Chairman
 
                                 Stephen Hosmer


 
 

 
EXHIBIT 10.3

DELIVERY OF COMPENSATION IN SHARES

Date
   
Director’s Name
   
     
Pay Period Ending
   
     
Amount (expressed as one of the following):
   
Amount in dollars
 
$
Percentage of total compensation due
 
%
     
     
I authorize and direct Royale Energy to pay the above amount of compensation due to me in shares of common stock issued by Royale Energy as stated above (the “Shares”) as provided in my compensation agreement with the Company.  I will cooperate with the Company providing for transfer and delivery of the shares and provision of any information and execution of any documents necessary for the transfer of the Shares and registration of the Shares with the Securities and Exchange Commission under the Securities Act of 1933.


____________________________


EX-10.4 6 ex10_4grinsfelder.htm Unassociated Document
EXHIBIT 10.4

COMPENSATION AGREEMENT


This Compensation Agreement is made by and entered into between Gary Grinsfelder (“Director”) and Royale Energy, Inc. ("Royale") (together, Director and Royale are each a "Party" and collectively, the "Parties"), who agree as follows:


1. In compensation for management services rendered to Royale, Royale agrees to issue to Director the sum of $18,750 through March 31, 2016.  Such compensation shall be paid according to Royale’s standard policies on compensation of employees, dates of payment, withholding, employment status, etc.
 
2. Director may, in his sole discretion, elect to receive all or any part of his compensation to be paid pursuant to this Agreement in shares of common stock issued by Royale Energy (the “Shares”).  In order to receive compensation payments in Shares, Director must notify the Company of the payment to be made in Shares, either as a dollar amount or as a percentage of the compensation to be paid for the period covered by the notice, using the form attached at the end of this Agreement.  The form must be received at least two business days prior to the date on which the payment is expected to be made.
 
3. The number of Shares to be delivered to Director as compensation for any payment period shall be determined by dividing the dollar amount of compensation for which the Director has elected to be paid in Shares by the closing price per share of the Company’s common stock on the NASDAQ Stock Market (or, if the Company’s stock is not traded on the NASDAQ Stock Market when it receives notice from the Director of payment to be made in Shares, the most recent market closing transaction price on the OTC Markets quotation system) preceding the payment date or in the case of deferred compensation, the notice date.
 
4. The amount to be paid to Director in Shares for any pay period may not exceed the gross amount of compensation due minus any amounts to be withheld by the Company pursuant to its standard practices for withholding taxes and other payments from compensation paid to employees and directors.
 
5. Director may, at his election, receive the shares either in certificated form or by DWAC transfer to a securities account designated by him. The Company will use its commercial best efforts to promptly instruct the Company’s transfer agent on the issuance and delivery of the shares as instructed by the Director.
 
6. Royale will file a registration statement on Form S-8 (or, if Form S-8 is unavailable, the form which is most appropriate for registration of such Shares) with the U.S. Securities and Exchange Commission (the "SEC") to register the Shares under the Securities Act of 1933.
 
7. The Parties agree that the services for which Director is being compensated were not rendered in connection with the offer or sale of securities in a capital raising transaction, and do not directly or indirectly promote or maintain a market for Royale's securities.
 
 
 

EXHIBIT 10.4
 
8. This Agreement is entered in the State of California, and it shall be construed and interpreted in accordance with the laws of the State of California.  The exclusive venue of any suit, claim or action arising under this Agreement shall lie exclusively with Superior Courts of San Diego County, California.
 
9. This Agreement may be executed in multiple counterparts which shall be construed together as one document.
 
10. Should any provision of this Agreement be declared or determined to be invalid or illegal, the validity of the remaining parts, terms or provisions shall not be affected thereby, and the illegal or invalid part, term or provision shall be deemed not to be a part of this Agreement.
 
11. The signatures hereto warrant that they have authority to bind the Party for whom they act.
 
12. This Agreement was approved by the Board of Directors of Royale Energy, Inc., on September 22, 2015.
 
In witness whereof, the Parties have executed this Agreement as of December 11, 2015.

Royale Energy, Inc.
 
 
   
Name:
Harry Hosmer
 
Name:
 
Title:
Chairman
 
                                 Gary Grinsfelder


 
 

 
EXHIBIT 10.4

DELIVERY OF COMPENSATION IN SHARES

Date
   
Director’s Name
   
     
Pay Period Ending
   
     
Amount (expressed as one of the following):
   
Amount in dollars
 
$
Percentage of total compensation due
 
%
     
     
I authorize and direct Royale Energy to pay the above amount of compensation due to me in shares of common stock issued by Royale Energy as stated above (the “Shares”) as provided in my compensation agreement with the Company.  I will cooperate with the Company providing for transfer and delivery of the shares and provision of any information and execution of any documents necessary for the transfer of the Shares and registration of the Shares with the Securities and Exchange Commission under the Securities Act of 1933.


____________________________


EX-10.5 7 ex10_5gregory.htm Unassociated Document
EXHIBIT 10.5

COMPENSATION AGREEMENT


This Compensation Agreement is made by and entered into between Jonathan Gregory (“Director”) and Royale Energy, Inc. ("Royale") (together, Director and Royale are each a "Party" and collectively, the "Parties"), who agree as follows:


1. In compensation for management services rendered to Royale, Royale agrees to issue to Director the sum of $118,500 through March 31, 2016.  Such compensation shall be paid according to Royale’s standard policies on compensation of employees, dates of payment, withholding, employment status, etc.
 
2. Director may, in his sole discretion, elect to receive all or any part of his compensation to be paid pursuant to this Agreement in shares of common stock issued by Royale Energy (the “Shares”).  In order to receive compensation payments in Shares, Director must notify the Company of the payment to be made in Shares, either as a dollar amount or as a percentage of the compensation to be paid for the period covered by the notice, using the form attached at the end of this Agreement.  The form must be received at least two business days prior to the date on which the payment is expected to be made.
 
3. The number of Shares to be delivered to Director as compensation for any payment period shall be determined by dividing the dollar amount of compensation for which the Director has elected to be paid in Shares by the closing price per share of the Company’s common stock on the NASDAQ Stock Market (or, if the Company’s stock is not traded on the NASDAQ Stock Market when it receives notice from the Director of payment to be made in Shares, the most recent market closing transaction price on the OTC Markets quotation system) preceding the payment date or in the case of deferred compensation, the notice date.
 
4. The amount to be paid to Director in Shares for any pay period may not exceed the gross amount of compensation due minus any amounts to be withheld by the Company pursuant to its standard practices for withholding taxes and other payments from compensation paid to employees and directors.
 
5. Director may, at his election, receive the shares either in certificated form or by DWAC transfer to a securities account designated by him. The Company will use its commercial best efforts to promptly instruct the Company’s transfer agent on the issuance and delivery of the shares as instructed by the Director.
 
6. Royale will file a registration statement on Form S-8 (or, if Form S-8 is unavailable, the form which is most appropriate for registration of such Shares) with the U.S. Securities and Exchange Commission (the "SEC") to register the Shares under the Securities Act of 1933.
 
7. The Parties agree that the services for which Director is being compensated were not rendered in connection with the offer or sale of securities in a capital raising transaction, and do not directly or indirectly promote or maintain a market for Royale's securities.
 
 
 

EXHIBIT 10.5
 
 
8. This Agreement is entered in the State of California, and it shall be construed and interpreted in accordance with the laws of the State of California.  The exclusive venue of any suit, claim or action arising under this Agreement shall lie exclusively with Superior Courts of San Diego County, California.
 
9. This Agreement may be executed in multiple counterparts which shall be construed together as one document.
 
10. Should any provision of this Agreement be declared or determined to be invalid or illegal, the validity of the remaining parts, terms or provisions shall not be affected thereby, and the illegal or invalid part, term or provision shall be deemed not to be a part of this Agreement.
 
11. The signatures hereto warrant that they have authority to bind the Party for whom they act.
 
12. This Agreement was approved by the Board of Directors of Royale Energy, Inc., on September 22, 2015.
 
In witness whereof, the Parties have executed this Agreement as of December 11, 2015.

Royale Energy, Inc.
 
 
   
Name:
Harry Hosmer
 
Name:
 
Title:
Chairman
 
                                Jonathan Gregory


 
 

 
EXHIBIT 10.5

DELIVERY OF COMPENSATION IN SHARES

Date
   
Director’s Name
   
     
Pay Period Ending
   
     
Amount (expressed as one of the following):
   
Amount in dollars
 
$
Percentage of total compensation due
 
%
     
     
I authorize and direct Royale Energy to pay the above amount of compensation due to me in shares of common stock issued by Royale Energy as stated above (the “Shares”) as provided in my compensation agreement with the Company.  I will cooperate with the Company providing for transfer and delivery of the shares and provision of any information and execution of any documents necessary for the transfer of the Shares and registration of the Shares with the Securities and Exchange Commission under the Securities Act of 1933.


____________________________


EX-10.6 8 ex10_6rbuck.htm Unassociated Document
EXHIBIT 10.6
COMPENSATION AGREEMENT


This Compensation Agreement is made by and entered into between Ronald Buck (“Director”) and Royale Energy, Inc. ("Royale") (together, Director and Royale are each a "Party" and collectively, the "Parties"), who agree as follows:


1. In compensation for management services rendered to Royale, Royale agrees to issue to Director the sum of $18,750 through March 31, 2016.  Such compensation shall be paid according to Royale’s standard policies on compensation of employees, dates of payment, withholding, employment status, etc.
 
2. Director may, in his sole discretion, elect to receive all or any part of his compensation to be paid pursuant to this Agreement in shares of common stock issued by Royale Energy (the “Shares”).  In order to receive compensation payments in Shares, Director must notify the Company of the payment to be made in Shares, either as a dollar amount or as a percentage of the compensation to be paid for the period covered by the notice, using the form attached at the end of this Agreement.  The form must be received at least two business days prior to the date on which the payment is expected to be made.
 
3. The number of Shares to be delivered to Director as compensation for any payment period shall be determined by dividing the dollar amount of compensation for which the Director has elected to be paid in Shares by the closing price per share of the Company’s common stock on the NASDAQ Stock Market (or, if the Company’s stock is not traded on the NASDAQ Stock Market when it receives notice from the Director of payment to be made in Shares, the most recent market closing transaction price on the OTC Markets quotation system) preceding the payment date or in the case of deferred compensation, the notice date.
 
4. The amount to be paid to Director in Shares for any pay period may not exceed the gross amount of compensation due minus any amounts to be withheld by the Company pursuant to its standard practices for withholding taxes and other payments from compensation paid to employees and directors.
 
5. Director may, at his election, receive the shares either in certificated form or by DWAC transfer to a securities account designated by him. The Company will use its commercial best efforts to promptly instruct the Company’s transfer agent on the issuance and delivery of the shares as instructed by the Director.
 
6. Royale will file a registration statement on Form S-8 (or, if Form S-8 is unavailable, the form which is most appropriate for registration of such Shares) with the U.S. Securities and Exchange Commission (the "SEC") to register the Shares under the Securities Act of 1933.
 
7. The Parties agree that the services for which Director is being compensated were not rendered in connection with the offer or sale of securities in a capital raising transaction, and do not directly or indirectly promote or maintain a market for Royale's securities.
 
 
 

EXHIBIT 10.6
 
 
8. This Agreement is entered in the State of California, and it shall be construed and interpreted in accordance with the laws of the State of California.  The exclusive venue of any suit, claim or action arising under this Agreement shall lie exclusively with Superior Courts of San Diego County, California.
 
9. This Agreement may be executed in multiple counterparts which shall be construed together as one document.
 
10. Should any provision of this Agreement be declared or determined to be invalid or illegal, the validity of the remaining parts, terms or provisions shall not be affected thereby, and the illegal or invalid part, term or provision shall be deemed not to be a part of this Agreement.
 
11. The signatures hereto warrant that they have authority to bind the Party for whom they act.
 
12. This Agreement was approved by the Board of Directors of Royale Energy, Inc., on September 22, 2015.
 
In witness whereof, the Parties have executed this Agreement as of December 11, 2015.

Royale Energy, Inc.
 
 
   
Name:
Harry Hosmer
 
Name:
 
Title:
Chairman
 
                                Ronald Buck


 
 

 
EXHIBIT 10.6

DELIVERY OF COMPENSATION IN SHARES

Date
   
Director’s Name
   
     
Pay Period Ending
   
     
Amount (expressed as one of the following):
   
Amount in dollars
 
$
Percentage of total compensation due
 
%
     
     
I authorize and direct Royale Energy to pay the above amount of compensation due to me in shares of common stock issued by Royale Energy as stated above (the “Shares”) as provided in my compensation agreement with the Company.  I will cooperate with the Company providing for transfer and delivery of the shares and provision of any information and execution of any documents necessary for the transfer of the Shares and registration of the Shares with the Securities and Exchange Commission under the Securities Act of 1933.


____________________________


EX-10.7 9 ex10_7verdier.htm Unassociated Document
EXHIBIT 10.7
COMPENSATION AGREEMENT


This Compensation Agreement is made by and entered into between Ronald Verdier (“Director”) and Royale Energy, Inc. ("Royale") (together, Director and Royale are each a "Party" and collectively, the "Parties"), who agree as follows:


1. In compensation for management services rendered to Royale, Royale agrees to issue to Director the sum of $18,750 through March 31, 2016.  Such compensation shall be paid according to Royale’s standard policies on compensation of employees, dates of payment, withholding, employment status, etc.
 
2. Director may, in his sole discretion, elect to receive all or any part of his compensation to be paid pursuant to this Agreement in shares of common stock issued by Royale Energy (the “Shares”).  In order to receive compensation payments in Shares, Director must notify the Company of the payment to be made in Shares, either as a dollar amount or as a percentage of the compensation to be paid for the period covered by the notice, using the form attached at the end of this Agreement.  The form must be received at least two business days prior to the date on which the payment is expected to be made.
 
3. The number of Shares to be delivered to Director as compensation for any payment period shall be determined by dividing the dollar amount of compensation for which the Director has elected to be paid in Shares by the closing price per share of the Company’s common stock on the NASDAQ Stock Market (or, if the Company’s stock is not traded on the NASDAQ Stock Market when it receives notice from the Director of payment to be made in Shares, the most recent market closing transaction price on the OTC Markets quotation system) preceding the payment date or in the case of deferred compensation, the notice date.
 
4. The amount to be paid to Director in Shares for any pay period may not exceed the gross amount of compensation due minus any amounts to be withheld by the Company pursuant to its standard practices for withholding taxes and other payments from compensation paid to employees and directors.
 
5. Director may, at his election, receive the shares either in certificated form or by DWAC transfer to a securities account designated by him. The Company will use its commercial best efforts to promptly instruct the Company’s transfer agent on the issuance and delivery of the shares as instructed by the Director.
 
6. Royale will file a registration statement on Form S-8 (or, if Form S-8 is unavailable, the form which is most appropriate for registration of such Shares) with the U.S. Securities and Exchange Commission (the "SEC") to register the Shares under the Securities Act of 1933.
 
7. The Parties agree that the services for which Director is being compensated were not rendered in connection with the offer or sale of securities in a capital raising transaction, and do not directly or indirectly promote or maintain a market for Royale's securities.
 
 
 

EXHIBIT 10.7
 
 
8. This Agreement is entered in the State of California, and it shall be construed and interpreted in accordance with the laws of the State of California.  The exclusive venue of any suit, claim or action arising under this Agreement shall lie exclusively with Superior Courts of San Diego County, California.
 
9. This Agreement may be executed in multiple counterparts which shall be construed together as one document.
 
10. Should any provision of this Agreement be declared or determined to be invalid or illegal, the validity of the remaining parts, terms or provisions shall not be affected thereby, and the illegal or invalid part, term or provision shall be deemed not to be a part of this Agreement.
 
11. The signatures hereto warrant that they have authority to bind the Party for whom they act.
 
12. This Agreement was approved by the Board of Directors of Royale Energy, Inc., on September 22, 2015.
 
In witness whereof, the Parties have executed this Agreement as of December 11, 2015.

Royale Energy, Inc.
 
 
   
Name:
Harry Hosmer
 
Name:
 
Title:
Chairman
 
                              Ronald Verdier


 
 

 
EXHIBIT 10.7

DELIVERY OF COMPENSATION IN SHARES

Date
   
Director’s Name
   
     
Pay Period Ending
   
     
Amount (expressed as one of the following):
   
Amount in dollars
 
$
Percentage of total compensation due
 
%
     
     
I authorize and direct Royale Energy to pay the above amount of compensation due to me in shares of common stock issued by Royale Energy as stated above (the “Shares”) as provided in my compensation agreement with the Company.  I will cooperate with the Company providing for transfer and delivery of the shares and provision of any information and execution of any documents necessary for the transfer of the Shares and registration of the Shares with the Securities and Exchange Commission under the Securities Act of 1933.


____________________________


EX-23.1 10 ex23_1slconsent.htm ex23_1slconsent.htm

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We consent to the incorporation by reference in Registration Statement on Form S-8 of Royale Energy, Inc. of our report dated March 30, 2015, relating to our audit of the financial statements, which appear in the Annual Report on Form 10-K of Royale Energy, Inc., for the year ended December 31, 2014.

We also consent to the reference to our Firm under the caption “Experts” in the Prospectus, which is part of this Registration Statement.


/s/ Singer Lewak LLP
Singer Lewak LLP

Los Angeles, California
December 15, 2015

 


EX-23.2 11 re23_2padgett.htm re23_2padgett.htm

Exhibit 23.2

Consent of Independent
Registered Public Accounting Firm

We consent to the incorporation by reference in Registration Statement filed December 14, 2015 on Form S-8 of Royale Energy, Inc. (the “Company”), of our report dated March 15, 2014, relating to our audit of the financial statements which appear in the Annual Report on Form 10-K of the Company as of December 31, 2013 and for the year then ended.

We also consent to the reference to our firm under the caption "Experts" in the Prospectus, which is part of this Registration Statement.

 
/s/ Padgett, Stratemann & Co., L.L.P.
San Antonio, Texas
December 14, 2015


EX-23.4 12 re23_4nsai.htm re23_4nsai.htm


 




Exhibit 23.4












 

 
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS
 

As independent petroleum engineers, we hereby consent to the inclusion of information included or incorporated by reference in this Registration Statement on Form S-8 of Royale Energy, Inc. (the "Company") with respect to the information from our firm’s report dated February 5, 2015, which appears in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, in reliance upon the report of this firm and upon the authority of this firm as experts in petroleum engineering.  We further consent to the reference to this firm under the heading "Experts" in such Registration Statement.

 
NETHERLAND, SEWELL & ASSOCIATES, INC.
   
 
By:  /s/ Danny D. Simmons
 
       Danny D. Simmons, P.E.
 
       President and Chief Operating Officer
   
               Houston, Texas
 
               December 14, 2015
 

 




Please be advised that the digital document you are viewing is provided by Netherland, Sewell & Associates, Inc. (NSAI) as a convenience to our clients.  The digital document is intended to be substantively the same as the original signed document maintained by NSAI.  The digital document is subject to the parameters, limitations, and conditions stated in the original document.   In the event of any differences between the digital document and the original document, the original document shall control and supersede the digital document.

 




EX-23.5 13 re23_5source.htm re23_5source.htm

Exhibit 23.5

Source Energy, Corp.
3555 Santoro Way, Suite A
San Diego, CA 92130
Phone (858) 259-2271
Fax (858) 259-2273

December 14, 2015

Mr. Stephen Hosmer
Royale Energy, Inc.
3777 Willow Glen Drive
El Cajon, CA 92019

CONSENT OF INDEPENDENT PETROLEUM ENGINEERS

Dear Mr. Hosmer,

As independent petroleum engineers, we hereby consent to the inclusion of information included or incorporated by reference in this Registration Statement on Form S-8 of Royale Energy, Inc. ("the Company") with respect to the information from our firm's reserves report dated February 24, 2015, which appears in the Company's Annual Report on Form 10-K for the year ended December 31, 2014, in reliance upon the report of this firm and upon the authority of this firm as experts in petroleum engineering.

We further consent to the reference to this firm under the heading "Experts" in such Registration Statement.

 
Source Energy, Inc.
   
 
 /s/ James Frimodig
 
James Frimodig
 
President



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