First Amendment to the Settlement Agreement, dated as of October 17, 2018, by and among Lazarus Energy, LLC, Blue Dolphin Energy Company, Lazarus Energy Holdings, LLC, Nixon Product Storage, LLC, Carroll & Carroll Financial Holdings, L.P., and Jonathan Carroll

This First Amendment to the Settlement Agreement (this “First Amendment”), dated as of October 17, 2018, is by and between Lazarus Energy, LLC, a Delaware limited liability company (“Lazarus”); Blue Dolphin Energy Company, a Delaware corporation (“BDEC”); Lazarus Energy Holdings, LLC, a Delaware limited liability company (“LEH”); Nixon Product Storage, LLC, a Delaware limited liability company (“Nixon”); Carroll & Company Financial Holdings, L.P. (“C&C”); Jonathan Carroll (“Carroll” and, together with Lazarus, BDEC, LEH, Nixon, and C&C the “Lazarus Parties”); and GEL Tex Marketing, LLC, a Delaware limited liability company (“GEL Tex”) (each, a “Party” and, collectively, the “Parties”).

WHEREAS, on July 20, 2018, the Parties executed the Settlement Agreement1 in order to provide for a settlement between the Lazarus Parties and GEL Tex regarding the Final Award that resolves the Arbitration and the District Court Action contingent upon the Lazarus Parties obtaining the Settlement Financing to fund a settlement in accordance with the terms of the Settlement Agreement;

WHEREAS, paragraph 15(d) of the Settlement Agreement requires the Lazarus Parties to achieve certain milestones in connection with obtaining the Settlement Financing;

WHEREAS, in order to facilitate the Lazarus Parties’ ongoing negotiations to obtain the Settlement Financing, GEL Tex and the Lazarus Parties hereby agree to amend the Settlement Agreement;

NOW, THEREFORE, in consideration of the foregoing and the mutual covenant and agreements set forth in the Settlement Agreement and this First Amendment, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

Provide GEL Tex with a copy of the United States Department of Agriculture’s or a bona fide third-party lender’s Commitment of the Settlement Financing by no later than November 15, 2018, unless otherwise extended in writing by GEL Tex;

1 All capitalized terms used but not otherwise defined in this First Amendment shall have the meanings given to such terms in the Settlement Agreement.

 

IN WITNESS WHEREOF, the undersigned have caused this First Amendment to the Settlement Agreement to be duly executed and delivered as of the date first set forth above.

 

GEL TEX MARKETING, LLC

 

 

LAZARUS ENERGY, LLC

 

 

BLUE DOLPHIN ENERGY COMPANY

 

 

LAZARUS ENERGY HOLDINGS, LLC

 

 

NIXON PRODUCT STORAGE, LLC

 

 

CARROLL & COMPANY FINANCIAL HOLDINGS, L.P.