EXHIBIT 99.2
CRANSHIRE CAPITAL,
L.P.
3100 Dundee Road, Suite 703
Northbrook, IL 60062
Stephen M. Hosmer
Royale Energy, Inc.
7676 Hazard Center Drive, Suite
1500
San Diego, California
92108
Dear Stephen:
Reference is hereby made to that
certain (i) Warrant No. 0001 issued by Royale Energy, Inc. (the
“ Company ”) issued to Cranshire Capital, L.P.
(“ Cranshire ”) on June 10, 2008 (the “
Warrant ”) and (ii) Securities Purchase Agreement,
dated as of August 4, 2009, by and among the Company and the other
parties thereto (the “ Purchase Agreement ”).
All capitalized terms used herein and not otherwise defined herein
shall have the meanings ascribed to such terms in the
Warrant.
In connection with the issuance of
common stock of the Company (the “ Common Stock
”) under the Purchase Agreement, pursuant to the express
terms of the Warrant, the Exercise Price of the Warrant will be
automatically adjusted to $1.99 pursuant to Section 2(b) of the
Warrant. Cranshire hereby waives the automatic upward adjustment
that would occur pursuant to Section 2(c) of the Warrant solely as
a result of such downward adjustment to the Exercise Price
described above. Notwithstanding the foregoing, this waiver shall
only be valid and effective to the following extent: if and
whenever after the date hereof the Company issues or sells, or is
deemed to have issued or sold, Common Stock (as determined pursuant
to Section 2(b) of the Warrant) (but excluding any Excluded
Securities (as defined in the Secu
