Exhibit 2.1 SECOND AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER

This Second Amendment to the Agreement and Plan of Merger (this “Amendment”) is effective as of 9:00 a.m. CST on December 31, 2016, 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 by that certain First Amendment to the Agreement and Plan of Merger dated December 30, 2016, the “Merger Agreement”).  Capitalized terms used and not otherwise defined in this Amendment shall have the respective meanings set forth in the Merger Agreement. Royale, Parent, Royale Merger Sub, Matrix Merger Sub and Matrix are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties.”

WHEREAS, the Parties desire to modify the Merger Agreement on the terms herein.

NOW, THEREFORE, in consideration of the premises and mutual promises, representations, warranties, covenants, conditions and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound by the terms hereof, agree as follows:

“(ii)  any of the conditions set forth in Section 8.01 or Section 8.02 shall not have been fulfilled by June 30, 2017 (the “Outside Date”), or if it becomes impossible or extremely unlikely for any such conditions to be fulfilled by the Outside Date, unless such failure shall be due to the failure of the Royale Parties to perform or comply with any of the covenants, agreements or conditions hereof to be performed or complied with by it prior to the Closing;”

“Section 9.02     Termination Fee.   Matrix shall pay to Royale a termination fee in the amount equal to $100,000.00 (the “Termination Fee”) in the event that either Matrix or Royale terminates this Agreement pursuant to either Section 9.01(d)(i) (unless one or more conditions to closing set forth in any of Section 8.01, Section 8.02 or Section 8.03 are not satisfied, and such failure to satisfy such condition is not due to the failure of Matrix to perform or comply with any of its covenants or agreements to be performed hereunder) or Section 9.01(d)(iv). Payment of the Termination Fee under this Section 9.02 shall be paid to Royale within five (5) Business Days following the date of termination of this Agreement.”

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first above written.