Blueprint





 










 Exhibit 10.3



 


 AMENDED
AND RESTATED NOTE


 


THIS AMENDED AND RESTATED PROMISSORY NOTE (this
“Amended
Note”) is effective as of
March 31, 2017, by and between BLUE DOLPHIN ENERGY
COMPANY (the
“Borrower”)
and LAZARUS
CAPITAL, LLC (the
“Lender).



    


WHEREAS, on September 30, 2016, Lender and
Borrower entered that certain Promissory Note (the
“Original
Note”) wherein Borrower
promised to pay Lender a principal amount of $422,374 (the
“Original
Principal”) plus any
accrued but unpaid interest;


 


WHEREAS, the Original Principal increased by
$170,038 at December 31, 2016, and further increased by $183,030 at
March 31, 2017 (the “Principal
Increases,” and together
with the Original Principal the “Amended
Principal”);


 


WHEREAS,
Borrower and Lender desire to amend and restate the Original Note
to reflect the Amended Principal, revise the payment terms, and
extend the maturity date.


 


NOW,
THEREFORE, in consideration of the premises, the agreements
hereinafter set forth, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby covenant and agree as follow:


 


PRINCIPAL BALANCE.
Borrower promises to pay to the order
of Lender the aggregate unpaid balance of the Amended Principal
plus any subsequent additions (an “Advance,”
and together with the Amended Principal the
“Principal
Balance”) plus any
accrued but unpaid interest pursuant to the terms and conditions
set forth herein.


 


PAYMENT.  The Principal Balance of this Amended Note
plus any accrued but unpaid interest shall be due and payable on
January 1, 2019 (the “Maturity
Date”).


 


Borrower shall pay Lender in cash and shares of
Blue Dolphin Energy Company common stock, par value $0.01 per share
(the “Common
Stock”). The initial
payment under this Amended Note shall be 100% in Common Stock.
Thereafter, payments shall be 50% in cash and 50% in Common Stock.
For the second payment and each payment thereafter, the number of
shares of Common Stock issued shall be determined by dividing the
Principal Balance plus any accrued but unpaid interest by 50% (the
“Share
Basis Amount”). The Share
Basis Amount shall then be divided by the preceding 30-day average
closing price of the Common Stock. This 30-day average closing
price shall be the cost basis for the issued shares, and the issued
shares shall be restricted pursuant to applicable securities
holding periods for affiliates.



            


INTEREST.  This Amended Note shall bear interest,
compounded annually, at eight percent (8%).


 


PREPAYMENT.  Borrower shall have the right at any time
and from time to time to prepay this Amended Note, in whole or in
part, without premium or penalty.



            


 



            




 

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REMEDIES.  No delay or omission on the part of the
holder of this Amended Note in exercising any right hereunder shall
operate as a waiver of any such right or of any other right of such
holder, nor shall any delay, omission or waiver on any one occasion
be deemed a bar to or waiver of the same or any other right on any
future occasion.  The rights and remedies of the Lender shall
be cumulative and may be pursued singly, successively, or together,
in the sole discretion of the Lender.


 


SUBORDINATION. 
Borrower's obligations under this Amended Note are subordinated to
all indebtedness of Borrower to any unrelated third party lender to
the extent such indebtedness is outstanding on the date of this
Amended Note and such subordination is required under the loan
documents providing for such indebtedness.


 


EXPENSES.  In the event any payment under this Amended
Note is not paid by the Maturity Date, Borrower agrees to pay, in
addition to the Principal Balance plus any accrued but unpaid
interest, reasonable attorneys' fees not exceeding a sum equal to
fifteen percent (15%) of the then outstanding amount owing on this
Amended Note, plus all other reasonable expenses incurred by Lender
in exercising any of its rights and remedies upon
default.


 


GOVERNING
LAW.  This Amended Note
shall be governed by, and construed in accordance with, the laws of
the State of Texas.


 


 



[Remainder of page intentionally left blank; signature page to
follow.]


 


 


 


 


 




 

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IN WITNESS
WHEREOF, Borrower has
executed this Amended Note as of the day and year first above
written.


 


 


 


 



____________________________ (LENDER SIGNATURE)



LAZARUS CAPITAL, LLC


 


 


 


 



____________________________ (BORROWER SIGNATURE)


 BLUE
DOLPHIN ENERGY COMPANY



 



                                                                                                                               










 

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