Blueprint





 







Exhibit 10.3


 


 



____________________________________________________________________________________

 


Pledge
Agreement

 


Dated
as of May 3, 2019

 


between

 


PILOT
TRAVEL CENTERS LLC

 


as the
Lender,

 


and

 



BLUE DOLPHIN ENERGY COMPANY,

 


as the
Pledgor

 





 

 



 








 






 




 TABLE
OF CONTENTS

 





	

1

	

Definitions.

	

1


	

2

	

Pledge

	

2


	

3

	

Security for
Obligations.

	

2


	

4

	

Delivery of Pledged
Collateral.

	

2


	

5

	

Representations and
Warranties.

	

2


	

6

	

Covenants.

	

4


	

7

	

Pledgor's
Rights.

	

5


	

8

	

Defaults and
Remedies.

	

6


	

9

	

Assignment.

	

8


	

10

	

Expenses

	

9


	

11

	

Termination.

	

9


	

12

	

Lien Absolute.

	

9


	

13

	

Release.

	

9


	

14

	

Reinstatement.

	

10


	

15

	

Severability.

	

10


	

16

	

Notices.

	

10


	

17

	

Indemnification.

	

10


	

18

	

Choice Of Governing Law;
Construction; Forum Selection

	

11


	

19

	

Modification

	

11


	

20

	

Headings of
Subdivisions

	

11


	

21

	

Counterparts

	

12


	

22

	

Waiver Of Jury Trial; Other
Waivers.

	

12


	

23

	

Nonliability of
Lender.

	

13






 





SCHEDULE I
–
Pledged
Equity Interests


SCHEDULE II
–
Pledge
Amendment


EXHIBIT
A –
Form of
Stock Power


EXHIBIT
B –
Form of
Irrevocable Proxy


EXHIBIT
C –
Form of
Acknowledgement and Consent by Issuer of Pledged Equity
Interest

 







 








 










 



PLEDGE AGREEMENT

 


This
PLEDGE AGREEMENT (as amended, modified or supplemented from time to
time, this “Agreement”)
is dated as of May 3, 2019, between Blue Dolphin Energy Company, a Delaware
corporation (the
“Pledgor”),
and Pilot Travel Centers LLC, a
Delaware limited liability company, the lender under the Loan
Agreement referred to below (the “Lender”).

 


WHEREAS,
concurrently with the execution and delivery of this Agreement,
Lender, Nixon Product Storage, LLC, a Delaware limited liability
company (the “Borrower”),
Lazarus Energy Holdings LLC, a Delaware limited liability company,
Lazarus Refining & Marketing, LLC, a Delaware limited liability
company, Lazarus Energy, LLC, a Delaware limited liability company
and the Pledgor are entering into that certain Loan, Guarantee and
Security Agreement dated as of the date hereof (as amended,
modified or supplemented from time to time, the “Loan
Agreement”);

 


WHEREAS, Pledgor is
the record and beneficial owner of 100% of the Equity Interests in
the Borrower;

 


WHEREAS, as a
condition precedent to the effectiveness of this Agreement and the
making of the loans under the Loan Agreement, Lender has required
that Pledgor (i) pledge and grant to Lender all of Pledgor’s
Equity Interests in the Borrower, and (ii) execute and deliver this
Agreement to secure the Obligations (as defined in the Loan
Agreement); and

 


WHEREAS, Pledgor
will derive financial benefit from the financing of
Borrower.

 


NOW,
THEREFORE, in consideration of the extension of credit to Borrower
and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by Pledgor, the
parties agree as follows:

 

1. Definitions. All capitalized
terms used herein but not otherwise defined shall have the
respective meanings set forth in the Loan Agreement. As used in
this Agreement, the following capitalized terms have the following
meanings (such meanings being equally applicable to both the
singular and plural form of the terms defined):

 


“Act”
has the meaning assigned to such term in Section 8(d) hereof.

 


“Bankruptcy
Code” means title 11, United States Code, as amended
from time to time, and any successor statute thereto.

 


“Borrower”
has the meaning assigned to such term in the Recitals.

 


“Event of
Default” means the occurrence of any of the following
events: (a) the occurrence of an “Event of Default”
under and as defined in the Loan Agreement; (b) any representation
or warranty made by the Pledgor herein shall prove to have been
incorrect in any respect on or as of the date made; or (c) the
Pledgor shall default in the performance of any covenant or
agreement contained in this Agreement.

 


“Indemnified
Liabilities” has the meaning assigned to such term in
Section
17
hereof.

 


“Irrevocable
Proxy” has the meaning assigned to such term in
Section
4
hereof.

 


“Lender
Party” has the meaning assigned to such term in
Section
17
hereof.

 


“Loan
Agreement” has the meaning assigned to such term in
the Recitals.

 




 

1








 






 

 


“Obligations”
has the meaning assigned to such term in the Loan
Agreement.

 


“Pledge
Amendment” has the meaning assigned to such term in
Section
6(g)
hereof.

 


“Pledged
Collateral” has the meaning assigned to such term in
Section
2
hereof.

 


“Pledged Equity
Interests” means all of the issued and outstanding
Equity Interests in the Borrower held by the Pledgor now or
hereafter acquired along with any certificates representing such
Equity Interests.

 


“Registration
Page” has the meaning assigned to such term in
Section
4
hereof.

 


“Termination
Date” has the meaning assigned to such term in
Section
6
hereof.

 

2. Pledge. Pledgor hereby pledges
to Lender, and grants to Lender, a security interest in all of the
Pledged Equity Interests and, subject to Section 7(b) hereof, all dividends,
distributions, cash, instruments and other property or proceeds
from time to time received, receivable or otherwise distributed in
respect of or in exchange for any or all of the Pledged Equity
Interests (collectively, the “Pledged
Collateral”).

 

3. Security for Obligations. This
Agreement secures, and the Pledged Collateral is security for, the
prompt payment in full when due, whether at stated maturity, by
acceleration or otherwise, and performance of all of the
Obligations including, without limitation, all fees, costs and
expenses whether in connection with collection actions hereunder or
otherwise.

 

4. Delivery of Pledged Collateral.
All certificates and instruments, if any, evidencing the Pledged
Collateral shall be delivered to and held by or on behalf of
Lender, pursuant hereto. All Pledged Equity Interests shall be
accompanied by (a) if such Pledged Equity Interests are
certificated, duly executed instruments of transfer or assignment
in blank, substantially in the form of Exhibit A attached hereto or
otherwise in form and substance reasonably satisfactory to Lender,
(b) duly executed irrevocable proxies, in substantially the form of
Exhibit B hereto
(each, an “Irrevocable
Proxy”), (c) [reserved], and (d) if such Pledged
Equity Interests are uncertificated security, a duly executed
acknowledgement and consent from issuer of Pledged Equity
Interests, substantially in the form of Exhibit C attached hereto
or otherwise in form and substance reasonably satisfactory to
Lender. Upon obtaining ownership of any additional Pledged Equity
Interests, Pledgor shall, in addition to delivery of a Pledge
Amendment to Lender, deliver to Lender (y) duly executed
instruments of transfer to be assigned
in blank, substantially in the form of Exhibit A
attached hereto or otherwise in form
and substance satisfactory to Lender (and prior to the delivery
thereof to Lender, all such additional Pledged Equity Interests
shall be held by Pledgor separate and apart from its other property
and in express trust for Lender), and (z) an Irrevocable Proxy in
respect of such additional Pledged Equity
Interests. 

 

5. Representations and Warranties.
Pledgor represents and warrants to Lender that:

 

(a) Pledgor is a
corporation, duly organized, validly existing and in good standing
under the laws of the State of Delaware.

 

(b) Pledgor is, and at
the time of delivery of the Pledged Equity Interests to Lender will
be, the sole holder of record and the sole beneficial owner of the
Pledged Collateral free and clear of any lien thereon or affecting
the title thereto, except for any lien created by this
Agreement.


 







 

2








 





 




(c) All of the Pledged
Equity Interests have been duly authorized, validly issued and are
fully paid and non-assessable.

 

(d) Pledgor has the
requisite corporate right and authority to (i) execute, deliver and
perform its obligations under this Agreement and (ii) pledge,
assign, transfer, deliver, deposit and set over the Pledged
Collateral as provided herein.

 

(e) The execution,
delivery and performance by Pledgor of this Agreement and the
creation of all liens provided for herein: (i) have been duly
authorized by all necessary corporate or similar action on the part
of Pledgor; (ii) are not in violation of its organizational
documents, any contractual obligation of Pledgor or any applicable
laws; and (iii) do not result in the creation or imposition of any
lien upon any of the Pledged Collateral, except pursuant to this
Agreement.

 

(f) Pledgor’s
name as it appears in official filings in the jurisdiction of its
incorporation and the organizational identification number issued
by Pledgor’s jurisdiction of incorporation are as follows:
Blue Dolphin Energy Company, a corporation organized and existing
under the laws of Delaware, organizational identification number
2081487.

 

(g) None of the Pledged
Equity Interests has been issued or transferred in violation of the
securities registration, securities disclosure or similar laws of
any jurisdiction to which such issuance or transfer may be
subject.

 

(h) All of the Pledged
Equity Interests are presently owned by Pledgor, and are as
described on Schedule
I hereto. As of the date hereof, there are no existing
options, warrants, calls, purchase rights or commitments of any
character whatsoever relating to the Pledged Equity
Interests.

 

(i) No consent,
approval, authorization or other order or other action by, and no
notice to or filing with, any governmental authority or any other
Person is required (i) for the pledge by Pledgor of the Pledged
Collateral pursuant to this Agreement or for the execution,
delivery or performance of this Agreement by Pledgor, or (ii) for
the exercise by Lender of the voting or other rights provided for
in this Agreement or the remedies in respect of the Pledged
Collateral pursuant to this Agreement, except as may be required in
connection with such disposition by laws affecting the offering and
sale of securities generally.

 

(j) The pledge,
assignment and delivery of the Pledged Collateral pursuant to this
Agreement will create a valid first priority lien on and a first
priority perfected security interest in favor of Lender in the
Pledged Collateral and the proceeds thereof, securing the payment
of the Obligations, subject to no other lien.

 

(k) This Agreement has
been duly authorized, executed and delivered by Pledgor and
constitutes a legal, valid and binding obligation of Pledgor
enforceable against Pledgor in accordance with its terms subject to
the effects of laws governing creditors' rights generally and
general principles of equity, except as such enforcement may be
limited by bankruptcy, insolvency, moratorium, reorganization or
other similar laws affecting creditors’ rights and to
equitable principles of general applicability.

 

(l) The Pledged Equity
Interests constitute 100% of the issued and outstanding shares of
capital stock or membership interests of the Borrower. As of the
date hereof, no additional contributions are required to be made by
Pledgor in respect of the Pledged Equity Interests.


 







 

3








 





 





The
representations and warranties set forth in this Section 5 shall survive the execution
and delivery of this Agreement.

 

6. Covenants. Pledgor covenants
and agrees that until the Termination Date (as defined in the Loan
Agreement, the “Termination
Date”):

 

() Pledgor shall
preserve and maintain (i) its legal existence under the laws of the
jurisdiction of its incorporation; and (ii) in all material
respects its rights (charter and statutory), privileges, and
franchises necessary in the conduct of its business.

 

(a) Pledgor shall not,
unless it shall have provided to the Pledgor at least 30 days prior
notice thereof, change its (i) name from that set forth in
Section 5(f)
hereof; (ii) type of legal entity; (iii) company identification
number, if any, issued by its jurisdiction of incorporation and set
forth in Section
5(f) hereof; or (iv) jurisdiction of
organization from that set forth in Section 5(a) hereof.

 

(b) Pledgor shall cause
the Borrower to record on its books and records the pledge created
hereby.

 

(c) Without the prior
written consent of Lender, Pledgor will not sell, assign, transfer,
pledge, or otherwise encumber any of its rights in or to the
Pledged Collateral, or any unpaid dividends, interest or other
distributions or payments with respect to the Pledged Collateral or
grant a lien in the Pledged Collateral, unless otherwise expressly
permitted by the Loan Agreement.

 

(d) Pledgor will, at
its expense, promptly execute, acknowledge and deliver all such
instruments and take all such actions as Lender from time to time
may request in order to ensure to Lender the benefits of the liens
in and to the Pledged Collateral intended to be created by this
Agreement, including the filing of any necessary UCC financing
statements, which may be filed by Lender with or (to the extent
permitted by law) without the signature of Pledgor, and will
cooperate with Lender, at Pledgor's expense, in obtaining all
necessary approvals and making all necessary filings under federal,
state, local or foreign law in connection with such liens or any
sale or transfer of the Pledged Collateral pursuant to the terms of
this Agreement.

 

(e) Pledgor has and
will defend the title to the Pledged Collateral and the liens of
Lender in the Pledged Collateral against the claim of any Person
and will maintain and preserve such liens.

 

(f) Pledgor will, upon
obtaining ownership of any additional capital stock of the
Borrower, promptly (and in any event within five (5) Business Days)
deliver to Lender an amendment to this Agreement, duly executed by
Pledgor, in substantially the form of Schedule II hereto (a
“Pledge
Amendment”) in respect of any such additional capital
stock pursuant to which Pledgor shall pledge to Lender, all of such
additional capital stock. Pledgor hereby authorizes Lender to
attach each Pledge Amendment to this Agreement and agrees that all
Pledged Equity Interests listed on any Pledge Amendment delivered
to Lender shall for all purposes hereunder be considered Pledged
Collateral.

 

(g) Pledgor shall
comply in all respects with its formation documents. Without the
prior written consent of the Pledgor, Pledgor shall not amend,
supplement or otherwise modify (or consent to any such amendment,
supplement or modification) its formation documents in a manner
which would adversely affect the liens created in the Pledged
Collateral pursuant to this Agreement.

 

(h) If the Pledged
Equity Interests become evidenced by certificates or any other
instrument, Pledgor shall promptly deliver all such certificates or
instruments to the Pledgor together with duly executed instruments
of transfer or assignment in blank, all in form and substance
reasonably satisfactory to the Pledgor.


 







 

4








 





 




7. Pledgor's Rights. As long as no
Event of Default shall have occurred and be
continuing:

 

(a) Pledgor shall have
the right, from time to time, to vote and give consents with
respect to the Pledged Collateral, or any part thereof for all
purposes not inconsistent with the provisions of this Agreement,
the Loan Agreement or any other Loan Document; provided, however, that no vote shall be
cast, and no consent shall be given or action taken, which would
have the effect of impairing the position or interest of Lender in
respect of the Pledged Collateral or which would authorize, effect
or consent to (unless and to the extent expressly permitted by the
Loan Agreement or any other Loan Document):

 

(i) the dissolution or
liquidation, in whole or in part, of the Borrower;

 

(ii) the
consolidation or merger of the Borrower with any other
Person;

 

(iii) the
sale, disposition or encumbrance of all or substantially all of the
assets of the Borrower, except for liens in favor of
Lender;

 

(iv) any
change in the authorized number of shares, the stated capital or
the authorized share capital of the Borrower or the issuance of any
additional shares of its capital stock; or

 

(v) the alteration of
the voting rights with respect to the capital stock of the
Borrower; and

 

(b)  Pledgor shall
be entitled, from time to time, to collect, receive and retain for
its own use all cash dividends paid in respect of the Pledged
Equity Interests to the extent not in violation of the Loan
Agreement or any other Loan Document other than any and all: (A)
dividends paid or payable other than in cash in respect of any
Pledged Collateral, and instruments and other property received,
receivable or otherwise distributed in respect of, or in exchange
for, any Pledged Collateral; (B) dividends and other distributions
paid or payable in cash in respect of any Pledged Equity Interests
in connection with a partial or total liquidation or dissolution or
in connection with a reduction of capital, capital surplus or
paid-in capital of the Borrower; and (C) cash paid, payable or
otherwise distributed, in respect of principal of, or in redemption
of, or in exchange for, any Pledged Collateral; provided, however, that until actually
paid, all rights to such distributions shall remain subject to the
lien created by this Agreement; and

 

(i) all dividends
(other than such cash dividends as are permitted to be paid to
Pledgor in accordance with Section 7(b)(i) hereof) and all
other distributions in respect of any of the Pledged Equity
Interests, whenever paid or made, shall be delivered to Lender to
hold as Pledged Collateral and shall, if received by a Pledgor, be
received in trust for the benefit of Lender, be segregated from the
other property or funds of Pledgor, and should there be an Event of
Default, shall be forthwith delivered to Lender as Pledged
Collateral in the same form as so received (with any necessary
endorsement); provided, however, until there is an Event of Default
hereunder, the foregoing dividends and interests shall be permitted
to be received and held by Pledgor.


 







 

5








 





 




8. Defaults and
Remedies.

 

(a) Upon the occurrence
of an Event of Default and during the continuation of such Event of
Default, Lender (personally or through an agent) is hereby
authorized and empowered to (i) transfer and register in its
name or in the name of its nominee the whole or any part of the
Pledged Collateral, (ii) exchange certificates or instruments
representing or evidencing Pledged Collateral for certificates or
instruments of smaller or larger denominations, (iii) exercise
the voting and all other rights as a holder with respect thereto,
(iv) collect and receive all cash dividends and other payments
and distributions made thereon, (v) notify the Borrower to
make payment to Lender of any amounts due or to become due in
respect of the Pledged Collateral, (vi) endorse instruments in
the name of Pledgor to allow collection of any of the Pledged
Collateral, (vii) enforce collection of any of the Pledged
Collateral by suit or otherwise, and surrender, release or exchange
all or any part thereof, or compromise or renew for any period
(whether or not longer than the original period) any liabilities of
any nature of any Person with respect thereto, (viii) sell in
one or more sales after ten (10) days' notice of the time and place
of any public sale or of the time at which a private sale is to
take place (which notice Pledgor hereby agrees is commercially
reasonable) the whole or any part of the Pledged Collateral,
(ix) otherwise act with respect to the Pledged Collateral as
though Lender was the outright owner thereof, and (x) exercise
any other rights or remedies Lender may have under the UCC or other
applicable law. Any sale shall be made at a public or private sale
at Lender's place of business, or at any place to be named in the
notice of sale, either for cash or upon credit or for future
delivery at such price as Lender may deem fair, and Lender may be
the purchaser of the whole or any part of the Pledged Collateral so
sold and hold the same thereafter in its own right free from any
claim of Pledgor or any right of redemption. Each sale shall be
made to the highest bidder, but Lender reserves the right to reject
any and all bids at such sale which, in its discretion, it shall
deem inadequate. Demands of performance and, except as otherwise
herein specifically provided for, notices of sale, advertisements
and the presence of property at sale are hereby waived and any sale
hereunder may be conducted by an auctioneer or any officer or agent
of Lender.

 

(b) PLEDGOR HEREBY
IRREVOCABLY CONSTITUTES AND APPOINTS LENDER AS THE PROXY AND
ATTORNEY-IN-FACT OF PLEDGOR WITH RESPECT TO THE PLEDGED COLLATERAL.
UPON THE OCCURRENCE AND DURING THE CONTINUATION OF AN EVENT OF
DEFAULT, LENDER SHALL HAVE (I) THE RIGHT TO TRANSFER AND
REGISTER IN ITS NAME OR IN THE NAME OF ITS NOMINEE THE WHOLE OR ANY
PART OF THE PLEDGED COLLATERAL, (II) THE RIGHT TO VOTE THE
PLEDGED EQUITY INTERESTS, WITH FULL POWER OF SUBSTITUTION TO DO SO,
(III) THE RIGHT TO RECEIVE AND COLLECT ANY DIVIDEND OR OTHER
PAYMENT OR DISTRIBUTION IN RESPECT OF OR IN EXCHANGE FOR THE
PLEDGED COLLATERAL OR ANY PORTION THEREOF, TO GIVE FULL DISCHARGE
FOR THE SAME AND TO INDORSE ANY INSTRUMENT MADE PAYABLE TO PLEDGOR
FOR SAME, (IV) THE RIGHT TO EXERCISE ALL OTHER RIGHTS, POWERS,
PRIVILEGES AND REMEDIES TO WHICH A HOLDER OF THE PLEDGED COLLATERAL
WOULD BE ENTITLED (INCLUDING, WITH RESPECT TO THE PLEDGED EQUITY
INTERESTS, GIVING OR WITHHOLDING WRITTEN CONSENTS OF SHAREHOLDERS,
CALLING SPECIAL MEETINGS OF SHAREHOLDERS AND VOTING AT SUCH
MEETINGS), AND (V) THE RIGHT TO TAKE ANY ACTION AND TO EXECUTE
ANY INSTRUMENT WHICH LENDER MAY DEEM NECESSARY OR ADVISABLE TO
ACCOMPLISH THE PURPOSES OF THIS AGREEMENT. THE APPOINTMENT OF
LENDER AS PROXY AND ATTORNEY-IN-FACT IS COUPLED WITH AN INTEREST
AND SHALL BE IRREVOCABLE UNTIL THE TERMINATION OF THIS AGREEMENT.
SUCH PROXY SHALL BE EFFECTIVE, AUTOMATICALLY AND WITHOUT THE
NECESSITY OF ANY ACTION (INCLUDING ANY TRANSFER OF ANY PLEDGED
EQUITY INTERESTS ON THE RECORD BOOKS OF THE ISSUER THEREOF) BY ANY
PERSON (INCLUDING THE ISSUER OF THE PLEDGED EQUITY INTERESTS OR ANY
OFFICER OR AGENT THEREOF). NOTWITHSTANDING THE FOREGOING, LENDER
SHALL NOT HAVE ANY DUTY TO EXERCISE ANY SUCH RIGHT OR TO PRESERVE
THE SAME AND SHALL NOT BE LIABLE FOR ANY FAILURE TO DO SO OR FOR
ANY DELAY IN DOING SO.


 







 

6








 





 




(c) If, at the original
time or times appointed for the sale of the whole or any part of
the Pledged Collateral, the highest bid, if there be but one sale,
shall be inadequate to discharge in full all the Obligations, or if
the Pledged Collateral be offered for sale in lots, if at any of
such sales, the highest bid for the lot offered for sale would
indicate to Lender, in its discretion, that the proceeds of the
sales of the whole of the Pledged Collateral would be unlikely to
be sufficient to discharge all the Obligations, Lender may, on one
or more occasions and in its discretion, postpone any of said sales
by public announcement at the time of sale or the time of previous
postponement of sale, and no other notice of such postponement or
postponements of sale need be given, any other notice being hereby
waived.

 

(d) If, at any time
when Lender shall determine to exercise its right to sell the whole
or any part of the Pledged Collateral hereunder, such Pledged
Collateral or the part thereof to be sold shall not, for any reason
whatsoever, be effectively registered under the Securities Act of
1933, as amended (or any similar statute then in effect) (the
“Act”),
Lender may, in its discretion (subject only to applicable
requirements of law), sell such Pledged Collateral or part thereof
by private sale in such manner and under such circumstances as
Lender may deem necessary or advisable, but subject to the other
requirements of this Section 8, and shall not be required to
effect such registration or to cause the same to be effected.
Without limiting the generality of the foregoing, in any such
event, Lender in its discretion (x) may, in accordance with
applicable securities laws, proceed to make such private sale
notwithstanding that a registration statement for the purpose of
registering such Pledged Collateral or part thereof could be or
shall have been filed under said Act (or similar statute), (y) may
approach and negotiate with a single possible purchaser to effect
such sale, and (z) may restrict such sale to a purchaser who is an
accredited investor under the Act and who will represent and agree
that such purchaser is purchasing for its own account, for
investment and not with a view to the distribution or sale of such
Pledged Collateral or any part thereof. In addition to a private
sale as provided above in this Section 8, if any of the Pledged
Collateral shall not be freely distributable to the public without
registration under the Act (or similar statute) at the time of any
proposed sale pursuant to this Section 8, then Lender shall not be
required to effect such registration or cause the same to be
effected but, in its discretion (subject only to applicable
requirements of law), may require that any sale hereunder
(including a sale at auction) be conducted subject to
restrictions:

 

(i) as to the financial
sophistication and ability of any Person permitted to bid or
purchase at any such sale;

 

(ii) as
to the content of legends to be placed upon any certificates
representing the Pledged Collateral sold in such sale, including
restrictions on future transfer thereof;

 

(iii) as
to the representations required to be made by each Person bidding
or purchasing at such sale relating to that Person's access to
financial information about Pledgor and such Person's intentions as
to the holding of the Pledged Collateral so sold for investment for
its own account and not with a view to the distribution thereof;
and

 

(iv) as
to such other matters as Lender may, in its discretion, deem
necessary or appropriate in order that such sale (notwithstanding
any failure so to register) may be effected in compliance with the
Bankruptcy Code and other laws affecting the enforcement of
creditors' rights and the Act and all applicable state securities
laws.

 

(e) Pledgor recognizes
that Lender may be unable to effect a public sale of any or all the
Pledged Collateral and may be compelled to resort to one or more
private sales thereof in accordance with Section 8(d) hereof. Pledgor also
acknowledges that any such private sale may result in prices and
other terms less favorable to the seller than if such sale were a
public sale and, notwithstanding such circumstances, agrees that
any such private sale shall not be deemed to have been made in a
commercially unreasonable manner solely by virtue of such sale
being private. Lender shall be under no obligation to delay a sale
of any of the Pledged Collateral for the period of time necessary
to permit the Borrower to register such securities for public sale
under the Act, or under applicable state securities laws, even if
the Pledgor and the Borrower would agree to do so.


 







 

7








 





 




(f) All proceeds or
payments realized from the Pledged Collateral in accordance
herewith shall be applied to the Obligations in accordance with the
terms of the Loan Agreement and any surplus (if any) shall be
returned to Pledgor.

 

(g) Pledgor agrees to
the maximum extent permitted by applicable law that following the
occurrence and during the continuance of an Event of Default it
will not at any time plead, claim or take the benefit of any
appraisal, valuation, stay, extension, moratorium or redemption law
now or hereafter in force in order to prevent or delay the
enforcement of this Agreement, or the absolute sale of the whole or
any part of the Pledged Collateral or the possession thereof by any
purchaser at any sale hereunder, and Pledgor waives the benefit of
all such laws to the extent it lawfully may do so. Pledgor agrees
that it will not interfere with any right, power and remedy of
Lender provided for in this Agreement or now or hereafter existing
at law or in equity or by statute or otherwise, or the exercise or
beginning of the exercise by Lender of any one or more of such
rights, powers or remedies. No failure or delay on the part of
Lender to exercise any such right, power or remedy and no notice or
demand which may be given to or made upon Pledgor by Lender with
respect to any such remedies shall operate as a waiver thereof, or
limit or impair Lender's right to take any action or to exercise
any power or remedy hereunder, without notice or demand, or
prejudice its rights as against Pledgor in any
respect.

 

(h) Pledgor further
agrees that a breach of any of the covenants contained in this
Section 8 will
cause irreparable injury to Lender, that Lender shall have no
adequate remedy at law in respect of such breach and, as a
consequence, agrees that each and every covenant contained in this
Section 8 shall be
specifically enforceable against Pledgor, and Pledgor hereby waives
and agrees not to assert any defenses against an action for
specific performance of such covenants except for a defense that
the Obligations are not then due and payable in accordance with the
agreements and instruments governing and evidencing such
obligations or that the Obligations have been paid in full in
cash.

 

(i) No delay on
Lender's part in exercising any power of sale, lien, option or
other right hereunder, and no notice or demand which may be given
to or made upon any Pledgor by Lender with respect to any power of
sale, lien, option or other right hereunder, shall constitute a
waiver thereof, or limit or impair Lender's right to take any
action or to exercise any power of sale, lien, option, or any other
right hereunder, without notice or demand, or prejudice Lender's
rights as against any Pledgor in any respect.

 

(j) Following the
occurrence and continuation of an Event of Default, Pledgor hereby
authorizes and instructs the Borrower to comply with any
instruction received by it from the Lender in respect of the
Pledged Collateral without any further order or further consent or
instruction from Pledgor.

 

9. Assignment. Lender may assign,
indorse or transfer any instrument evidencing all or any part of
the Obligations as provided in, and in accordance with, the Loan
Agreement, and the holder of such instrument shall be entitled to
the benefits of this Agreement. The Pledgor shall not assign or
transfer its rights and obligations under this Agreement without
prior written consent of the Lenders. This Agreement and all
obligations of Pledgor hereunder shall be binding upon the
successors and assigns of Pledgor (including any
debtor-in-possession on behalf of Pledgor) and shall, together with
the rights and remedies of the Lender, for the benefit of the
Lender, hereunder, inure to the benefit of the Lender, all future
holders of any instrument evidencing any of the Obligations and
their respective successors and assigns. No sales of
participations, other sales, assignments, transfers or other
dispositions of any agreement governing or instrument evidencing
the Obligations or any portion thereof or interest therein shall in
any manner impair the lien granted to the Lender, for the benefit
of the Lender, hereunder.


 







 

8








 





 




10. Expenses. Pledgor agrees to
promptly reimburse Lender for its expenses, including, without
limitation, reasonable counsel fees, incurred by Lender in
connection with the administration and enforcement of this
Agreement.

 

11. Termination. Immediately upon
the Termination Date, the liens in the Pledged Collateral created
pursuant to this Agreement shall, automatically and without the
necessity of any confirmation or action on the part of any Person,
be released and terminated, and thereupon the Lender shall deliver
to Pledgor any Pledged Collateral pledged by Pledgor at the time in
the possession of the Lender subject to this Agreement and all
instruments of assignment executed in connection therewith, free
and clear of the liens hereof and, except as otherwise provided
herein, all of Pledgor’s obligations hereunder shall at such
time terminate. The Lender shall, at Pledgor’s expense,
promptly, upon request of Pledgor, confirm such release of liens
and terminations.

 

12. Lien Absolute. All rights of
Lender hereunder, and all obligations of Pledgor hereunder, shall
be absolute and unconditional irrespective of:

 

(a) any lack of
validity or enforceability of the Loan Agreement, any other Loan
Documents or any other agreement or instrument governing or
evidencing any Obligations;

 

(b) any change in the
time, manner or place of payment of, or in any other term of, all
or any part of the Obligations, or any other amendment or waiver of
or any consent to any departure from the Loan Agreement, any other
Loan Documents or any other agreement or instrument governing or
evidencing any Obligations;

 

(c) any exchange,
release or non-perfection of any other Collateral, or any release
or amendment or waiver of or consent to departure from any
guaranty, for all or any of the Obligations;

 

(d) the insolvency of
Pledgor; or

 

(e) any other
circumstance which might otherwise constitute a defense available
to, or a discharge of, Pledgor.

 

13. Release. Pledgor consents and
agrees that Lender may at any time, or from time to time, in its
discretion:

 

(a) renew, extend or
change the time of payment, and/or the manner, place or terms of
payment of all or any part of the Obligations; and

 

(b) exchange, release
and/or surrender all or any of the Collateral, or any part thereof,
by whomsoever deposited, which is now or may hereafter be held by
Lender in connection with all or any of the Obligations; all in
such manner and upon such terms as Lender may deem proper, and
without notice to or further assent from Pledgor, it being hereby
agreed that Pledgor shall be and remain bound upon this Agreement,
irrespective of the value or condition of any of the Collateral,
and notwithstanding any such change, exchange, settlement,
compromise, surrender, release, renewal or extension, and
notwithstanding also that the Obligations may, at any time, exceed
the aggregate principal amount thereof set forth in the Loan
Agreement, or any other agreement governing any Obligations.
Pledgor hereby waives notice of acceptance of this Agreement, and
also presentment, demand, protest and notice of dishonor of any and
all of the Obligations, and promptness in commencing suit against
any party hereto or liable hereon, and in giving any notice to or
of making any claim or demand hereunder upon Pledgor. No act or
omission of any kind on Lender's part shall in any event affect or
impair this Agreement.


 







 

9








 





 




14. Reinstatement. This Agreement
shall remain in full force and effect and continue to be effective
should any petition be filed by or against Pledgor or the Borrower
for liquidation or reorganization, should Pledgor or the Borrower
become insolvent or make an assignment for the benefit of creditors
or should a receiver or trustee be appointed for all or any
significant part of a Pledgor's or the Borrower’s assets, and
shall continue to be effective or be reinstated, as the case may
be, if at any time payment and performance of the Obligations, or
any part thereof, is, pursuant to applicable law, rescinded or
reduced in amount, or must otherwise be restored or returned by any
obligee of the Obligations, whether as a “voidable
preference”, “fraudulent conveyance”, or
otherwise, all as though such payment or performance had not been
made. In the event that any payment, or any part thereof, is
rescinded, reduced, restored or returned, the Obligations shall be
reinstated and deemed reduced only by such amount paid and not so
rescinded, reduced, restored or returned.

 

15. Severability. If for any reason
any provision or provisions hereof are determined to be invalid and
contrary to any existing or future law, such invalidity shall not
impair the operation of or effect those portions of this Agreement
which are valid.

 

16. Notices. All written notices
and other written communications with respect to this Agreement
shall be sent by ordinary, certified or overnight mail, by telecopy
or delivered in person, and in the case of Lender shall be sent to
it at Pilot Travel Centers LLC, 20 Greenway Plaza, Suite 310,
Houston, TX 77046, attention: Head of Commercial Credit and Finance
(Jason Sohmer), email: CommercialCredit@pilottravelcenters.com, and
in the case of a Pledgor shall be sent to it at its address set
forth on Schedule
6.2 of the Loan Agreement or as otherwise directed by
Pledgor in writing. All notices shall be deemed received upon
actual receipt thereof or refusal of delivery. All communications
described above and all other notices, demands, requests and other
communications made in connection with this Agreement shall be
effective and be deemed to have been received (i) if delivered by
hand, upon personal delivery; (ii) if delivered by overnight
courier service, one (1) Business Day after delivery to such
courier service; (iii) if delivered by mail, when deposited in the
mail; and (iv) if delivered by facsimile or other electronic means
of transmission, upon sender’s receipt of confirmation of
proper transmission.

 

17. Indemnification.

 


PLEDGOR
HEREBY AGREES TO INDEMNIFY, EXONERATE AND HOLD LENDER AND EACH OF
THE OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES AND AGENTS OF LENDER
(EACH A “LENDER
PARTY”) FREE AND HARMLESS FROM AND AGAINST ANY AND ALL
ACTIONS, CAUSES OF ACTION, SUITS, LOSSES, LIABILITIES, DAMAGES AND
EXPENSES, INCLUDING ATTORNEY COSTS (COLLECTIVELY, THE
“INDEMNIFIED
LIABILITIES”), INCURRED BY LENDER PARTIES OR ANY OF
THEM AS A RESULT OF, OR ARISING OUT OF, OR RELATING TO THE
EXECUTION, DELIVERY, PERFORMANCE OR ENFORCEMENT OF THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENT BY ANY OF LENDER PARTIES, EXCEPT FOR ANY
SUCH INDEMNIFIED LIABILITIES ARISING ON ACCOUNT OF THE APPLICABLE
LENDER PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED
BY A FINAL, NONAPPEALABLE JUDGMENT BY A COURT OF COMPETENT
JURISDICTION. IF AND TO THE EXTENT THAT THE FOREGOING UNDERTAKING
MAY BE UNENFORCEABLE FOR ANY REASON, PLEDGOR HEREBY AGREES TO MAKE
THE MAXIMUM CONTRIBUTION TO THE PAYMENT AND SATISFACTION OF EACH OF
THE INDEMNIFIED LIABILITIES WHICH IS PERMISSIBLE UNDER APPLICABLE
LAW. ALL OBLIGATIONS PROVIDED FOR IN THIS SECTION 17 SHALL SURVIVE REPAYMENT OF
THE LOANS, CANCELLATION OF THE NOTES, EXPIRATION OR TERMINATION OF
THE LETTERS OF CREDIT, ANY FORECLOSURE UNDER, OR ANY MODIFICATION,
RELEASE OR DISCHARGE OF, ANY OR ALL OF THE LOAN DOCUMENTS AND
TERMINATION OF THIS AGREEMENT.

 


 




 

10








 





 




18. Choice Of Governing Law; Construction;
Forum Selection.

 


This
Agreement and the other Loan Documents are submitted by Pledgor to
Lender for Lender's acceptance or rejection at Lender's principal
place of business. If so accepted by Lender, this Agreement and the
other Loan Documents shall be deemed to have been made at said
place of business. THIS AGREEMENT SHALL BE GOVERNED AND CONTROLLED
BY THE INTERNAL LAWS OF THE STATE OF NEW YORK AS TO INTERPRETATION,
ENFORCEMENT, VALIDITY, CONSTRUCTION, EFFECT, AND IN ALL OTHER
RESPECTS, INCLUDING, WITHOUT LIMITATION, THE LEGALITY OF THE
INTEREST RATE AND OTHER CHARGES, BUT EXCLUDING PERFECTION OF THE
SECURITY INTERESTS IN COLLATERAL LOCATED OUTSIDE OF THE STATE OF
NEW YORK, WHICH SHALL BE GOVERNED AND CONTROLLED BY THE LAWS OF THE
RELEVANT JURISDICTION IN WHICH SUCH COLLATERAL IS LOCATED. If any
provision of this Agreement shall be held to be prohibited by or
invalid under applicable law, such provision shall be ineffective
only to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or remaining
provisions of this Agreement.

 


To
induce Lender to accept this Agreement, PLEDGOR IRREVOCABLY AGREES
THAT ANY LEGAL ACTION
OR PROCEEDING ARISING OUT OF OR WITH RESPECT TO THIS AGREEMENT AND
ANY ACTION FOR ENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF
(OTHER THAN THE RIGHTS AND OBLIGATIONS UNDER ANY LOAN DOCUMENT
EXPRESSLY GOVERNED BY THE LAWS OF ANOTHER JURISDICTION) SHALL BE
BROUGHT ONLY IN ANY OF THE COURTS OF THE STATE OF NEW YORK OR OF
THE UNITED STATES OF AMERICA SITTING IN THE BOROUGH OF MANHATTAN,
IN THE CITY OF NEW YORK. BY EXECUTION AND DELIVERY OF THIS
AGREEMENT, PLEDGOR HEREBY EXPRESSLY AND IRREVOCABLY ACCEPTS FOR
ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND
UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS
AND APPELLATE COURTS IN ANY LEGAL ACTION, SUIT OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT. PLEDGOR HEREBY
EXPRESSLY AND IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY LAW, THE JURISDICTION OF ANY OTHER
COURTS THAT MAY CORRESPOND BY VIRTUE OF PLEDGOR’S DOMICILE
(PRESENT OR FUTURE), THE LOCATION OF ITS ASSETS OR OTHERWISE.
FURTHERMORE, PLEDGOR HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW
OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID
ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT BROUGHT IN THE COURTS REFERRED TO ABOVE AND HEREBY
FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY
SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH
COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NOTHING IN THIS
AGREEMENT SHALL AFFECT ANY RIGHT THAT THE LENDER MAY HAVE TO BRING
ANY ACTION OR PROCEEDING ARISING OUT OF OR WITH RESPECT TO THIS
AGREEMENT AGAINST THE PLEDGOR OR ITS PROPERTY IN THE COURTS OF ANY
JURISDICTION.

 

19. Modification. This Agreement
may not be modified, altered or amended except by an agreement in
writing signed by Pledgor and Lender.

 

20. Headings of Subdivisions. The
headings of subdivisions in this Agreement are for convenience of
reference only, and shall not govern the interpretation of any of
the provisions of this Agreement.


 







 

11








 





 




21. Counterparts. This Agreement
and any amendments, waivers, consents or supplements may be
executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which, when so executed
and delivered, shall be deemed an original, but all of which
counterparts together shall constitute but one agreement. Receipt
by facsimile or other electronic transmission (including
“.pdf” files) of any executed signature page to this
agreement shall constitute delivery of such signature
page.

 

22. Waiver
Of Jury Trial; Other Waivers.

 

(a) PLEDGOR AND LENDER
EACH HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR
PROCEEDING WHICH PERTAINS DIRECTLY OR INDIRECTLY TO THIS AGREEMENT,
ANY OF THE OTHER LOAN DOCUMENTS, THE OBLIGATIONS, THE COLLATERAL,
ANY ALLEGED TORTIOUS CONDUCT BY PLEDGOR OR LENDER OR WHICH, IN ANY
WAY, DIRECTLY OR INDIRECTLY, ARISES OUT OF OR RELATES TO THE
RELATIONSHIP BETWEEN PLEDGOR AND LENDER. IN NO EVENT SHALL LENDER
BE LIABLE FOR LOST PROFITS OR OTHER SPECIAL, EXEMPLARY, PUNITIVE OR
CONSEQUENTIAL DAMAGES.

 

(b) Pledgor hereby
waives demand, presentment, protest and notice of nonpayment, and
further waives the benefit of all valuation, appraisal and
exemption laws.

 

(c) Pledgor hereby
waives the benefit of any law that would otherwise restrict or
limit Lender or any Affiliate of Lender in the exercise of its
right, which is hereby acknowledged and agreed to, to set-off
against the Obligations, without notice at any time hereafter, any
indebtedness, matured or unmatured, owing by Lender or such
Affiliate of Lender to Pledgor, including, without limitation any
Deposit Account at Lender or such Affiliate.

 

(d) PLEDGOR HEREBY
WAIVES ALL RIGHTS TO NOTICE AND HEARING OF ANY KIND PRIOR TO THE
EXERCISE BY LENDER OF ITS RIGHTS TO REPOSSESS THE COLLATERAL OF
PLEDGOR WITHOUT JUDICIAL PROCESS OR TO REPLEVY, ATTACH OR LEVY UPON
SUCH COLLATERAL, PROVIDED THAT IN THE EVENT THAT LENDER SEEKS TO
ENFORCE ITS RIGHTS HEREUNDER BY JUDICIAL PROCESS OR SELF HELP,
LENDER SHALL PROVIDE PLEDGOR WITH SUCH NOTICES AS ARE REQUIRED BY
LAW.

 

(e) Lender's failure,
at any time or times hereafter, to require strict performance by
Pledgor of any provision of this Agreement or any of the other Loan
Documents shall not waive, affect or diminish any right of Lender
thereafter to demand strict compliance and performance therewith.
Any suspension or waiver by Lender of an Event of Default under
this Agreement or any default under any of the other Loan Documents
shall not suspend, waive or affect any other Event of Default under
this Agreement or any other default under any of the other Loan
Documents, whether the same is prior or subsequent thereto and
whether of the same or of a different kind or character. No delay
on the part of Lender in the exercise of any right or remedy under
this Agreement or any other Loan Document shall preclude other or
further exercise thereof or the exercise of any right or remedy.
None of the undertakings, agreements, warranties, covenants and
representations of the Pledgor contained in this Agreement or any
of the other Loan Documents and no Event of Default under this
Agreement or default under any of the other Loan Documents shall be
deemed to have been suspended or waived by Lender unless such
suspension or waiver is in writing, signed by a duly authorized
officer of Lender and directed to the applicable Pledgor specifying
such suspension or waiver.


 







 

12








 





 




23.  Nonliability of Lender. Lender
has no fiduciary relationship with or duty to any Loan Party
arising out of or in connection with this Agreement or any of the
other Loan Documents, and the relationship between the Loan
Parties, on the one hand, and Lender, on the other hand, in
connection herewith or therewith is solely that of debtor and
creditor. Lender undertakes no responsibility to any Loan Party to
review or inform any Loan Party of any matter in connection with
any phase of any Loan Party's business or operations. Pledgor
agrees that Lender shall have no liability to any Loan Party
(whether sounding in tort, contract or otherwise) for losses
suffered by any Loan Party in connection with, arising out of, or
in any way related to the transactions contemplated and the
relationship established by the Loan Documents, or any act,
omission or event occurring in connection therewith, unless it is
determined in a final non-appealable judgment by a court of
competent jurisdiction that such losses resulted from the gross
negligence or willful misconduct of the party from which recovery
is sought. NO LENDER PARTY SHALL BE LIABLE FOR ANY DAMAGES ARISING
FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS
OBTAINED THROUGH INTRALINKS OR OTHER SIMILAR INFORMATION
TRANSMISSION SYSTEMS IN CONNECTION WITH THE LOAN DOCUMENTS, NOR
SHALL ANY LENDER PARTY HAVE ANY LIABILITY WITH RESPECT TO, AND
PLEDGOR HEREBY WAIVES, RELEASES AND AGREES NOT TO SUE FOR ANY
SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES
RELATING TO THIS AGREEMENT OR ARISING OUT OF ITS ACTIVITIES IN
CONNECTION HEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE).
Pledgor acknowledges that it has been advised by counsel in the
negotiation, execution and delivery of this Agreement and the other
Loan Documents to which it is a party. No joint venture is created
hereby or by the other Loan Documents or otherwise exists by virtue
of the transactions contemplated hereby among the Loan Parties and
Lender.

 


[Signature
Page Follows]

 




 

13








 






 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the date first written above.

 


	

 

 



PLEDGOR:



BLUE DOLPHIN ENERGY COMPANYBy: /s/ JONATHAN P.
CARROLL Name: Jonathan P. Carroll Title:
President

 


 


	
 







 


 




 

14








 






 


	


LENDER:PILOT TRAVEL CENTERS LLC


By: /s/
SHAMEEK KONARName: Shameek Konar Title: Chief Strategy
Officer


 

 


 









 

15








 





 



SCHEDULE I






 


PLEDGED
EQUITY INTERESTS


 


	

Name of
Pledgor


 

	

Name of
Issuer


 

	

Class
of Equity Interest


 

	

Equity
Interest Certificate Number(s)


 

	

Percentage
of OutstandingEquity Interests


 


	


Blue Dolphin Energy Company


 

	

Nixon
Product Storage, LLC


 

	

Not
applicable

	

Not
applicable

	

100%


 







 


 


 




 

16








 







SCHEDULE
II 






 


PLEDGE
AMENDMENT

 


This
Pledge Amendment, dated ________________, ___ is delivered pursuant
to Section
6(g) of the Pledge
Agreement referred to below. All defined terms herein shall have
the meanings ascribed thereto or incorporated by reference in the
Pledge Agreement. The undersigned hereby certifies that the
representations and warranties in Section 5 of the Pledge Agreement are
and continue to be true and correct, both as to the equity
interests pledged prior to this Pledge Amendment and as to the
equity interests pledged pursuant to this Pledge Amendment. The
undersigned further agrees that this Pledge Amendment (the
“Pledge
Amendment”) may be attached to that certain Pledge
Agreement dated on or about May 3, 2019, between the undersigned,
as a Pledgor, and Pilot Travel Centers LLC and that the Pledged
Equity Interests listed on this Pledge Amendment shall be and
become a part of the Pledged Collateral referred to in said Pledge
Agreement and all shall secure all Obligations referred to in said
Pledge Agreement.

 


	


PLEDGOR:BLUE DOLPHIN ENERGY
COMPANYBy: Name: Title:


 







 



PLEDGED EQUITY INTERESTS


 


	
 
Name of
Pledgor

	

Name of
Issuer

	

Class
of Equity Interest

	

Equity
Interest Certificate Number(s)

	

Number
of Shares or Equivalent*

	

Percentage
of OutstandingEquity Interests


	

Blue
Dolphin Energy Company

	

[_____]

	

[_____]

	

[_____]

	

[_____]

	

[_____]







  





 


* (type "N/A" if not
applicable)


 




 

17








 








EXHIBIT A






 


FORM OF
STOCK
POWER

 



FOR VALUE RECEIVED, the
undersigned, Blue Dolphin
Energy Company, a Delaware Corporation
(“Pledgor”),
does hereby sell, assign and transfer to
_______________________________*
all of its
Equity Interests (as hereinafter defined) represented by
Certificate No(s).____*
in
Nixon Product Storage, LLC., a Delaware limited
liability company (“Issuer”) standing in the name of
Pledgor on the books of said Issuer. Pledgor does hereby
irrevocably constitute and appoint
______________________*,
as attorney, to transfer the Equity Interests in said Issuer with
full power of substitution in the premises. The term “Equity
Interest” means any security, share, unit, partnership
interest, membership interest, ownership interest, equity interest,
option, warrant, participation, “equity security” (as
such term is defined in Rule 3(a)11-1 of the General Rules and
Regulations of the Securities Exchange Act of 1934, as amended, or
any similar statute then in effect, promulgated by the Securities
and Exchange Commission and any successor thereto) or analogous
interest (regardless of how designated) of or in a corporation,
partnership, limited partnership, limited liability company,
business trust or other entity, of whatever nature, type, series or
class, whether voting or nonvoting, certificated or uncertificated,
common or preferred, and all rights and privileges incident
thereto.


 






Dated: 
*


 





	


PLEDGOR:BLUE
DOLPHIN ENERGY COMPANY



By: Name: Title:


 







 


  



 



*To Remain Blank - Not Completed at Closing

 




 

18








 








EXHIBIT B






 


FORM OF
IRREVOCABLE PROXY

 



Irrevocable Proxy

 


(Interests
of Nixon Product Storage, LLC)

 


For
good and valuable consideration, receipt of which is hereby
acknowledged, the undersigned hereby irrevocably (to the fullest
extent permitted by law) appoints and constitutes Pilot Travel
Centers LLC (the “Proxy Holder”), the
attorney and proxy of the undersigned with full power of
substitution and resubstitution, to the full extent of the
undersigned's rights with respect to all of the Pledged Equity
Interests (as defined in the Pledge Agreement, defined below) which
constitute the shares or other equity interests (the
“Interests”) of Nixon
Product Storage, LLC (the “Company”). Upon the
execution hereof, all prior proxies given by the undersigned with
respect to any of the Interests are hereby revoked, and no
subsequent proxies will be given with respect to any of the
Interests.

 


This
proxy is irrevocable, is coupled with an interest and is granted
pursuant to that certain Pledge Agreement among Blue Dolphin Energy
Company and the Proxy Holder dated on or about May 3, 2019 (as
amended, restated, modified or supplemented from time to time, the
“Pledge
Agreement”) for the benefit of the Proxy Holder in
consideration of the credit extended pursuant to (i) that certain
Loan, Guarantee and Security Agreement dated on or about May 3,
2019 by and between the Proxy Holder, the Company, and the other
parties from time to time thereto. Capitalized terms used herein
but not otherwise defined in this irrevocable proxy have the
meanings ascribed to such terms in the Pledge
Agreement.

 


The
Proxy Holder named above will be empowered and may exercise this
irrevocable proxy to vote the Interests at any and all times after
the occurrence and during the continuation of an Event of Default,
including but not limited to, at any meeting of the members of the
Company, however called, and at any adjournment thereof, or in any
written action by consent of the members of the Company. This proxy
shall remain in effect with respect to the Interests as long as any
of the Obligations remain outstanding (other than contingent
indemnity obligations that are not yet due and payable) and until
all of the commitments relating thereto have terminated, and will
continue to be effective or automatically reinstated, as the case
may be, if at any time payment, in whole or in part, of any of the
Obligations is rescinded or must otherwise be restored or returned
by Proxy Holder as a preference, fraudulent conveyance or otherwise
under any bankruptcy, insolvency or similar law, all as though such
payment had not been made (provided, that in the event payment of
all or any part of the Obligations is rescinded or must be restored
or returned, all reasonable and documented out-of-pocket costs and
expenses (including reasonable attorneys' fees and disbursements)
incurred by Proxy Holder in defending and enforcing such
reinstatement shall be deemed to be included as a part of the
Obligations), notwithstanding any time limitations set forth in the
operating agreement and other organizational documents of the
Company or the Limited Liability Company Act of the State of
Delaware.

 


Any
obligation of the undersigned hereunder shall be binding upon the
heirs, successors and assigns of the undersigned (including any
transferee of any of the Interests).

 




 

19








 






 


IN
WITNESS WHEREOF, the undersigned has executed this irrevocable
proxy as of May ___, 2019.

 


	


BLUE DOLPHIN ENERGY COMPANY


 


	
 

	

By Print
Name Title







 




 

20








 





 






EXHIBIT C

 



FORM OF
ACKNOWLEDGMENT AND CONSENT BY

 




ISSUER OF PLEDGED EQUITY INTERESTS

 




Acknowledgement and Consent

 


[Date]

 


The
undersigned hereby acknowledges receipt of a copy of the Pledge
Agreement dated on or about May 3, 2019 (as amended, restated,
supplemented or otherwise modified, the “Agreement”),
by and between Blue Dolphin Energy Company, a Delaware corporation
(the “Pledgor”)
and Pilot Travel Centers LLC (the “Lender”).
The undersigned agrees for the benefit of Lender as
follows:

 

(a) The undersigned
will comply with instructions originated by the Lender without
further consent by the Pledgor.

 

(b) The undersigned
will be bound by the terms of the Agreement and will comply with
such terms insofar as such terms are applicable to the
undersigned.

 

(c) The undersigned
will notify the Lender promptly in writing of the occurrence of any
of the events described in Section 7(a) of the
Agreement.

 

(d) The terms of the
Agreement shall apply to the undersigned, mutatis mutandis, with respect to all
actions that may be required of the undersigned under the
Agreement.

 

(e) The undersigned
hereby (i) waives any rights or requirements at any time hereafter
to receive a copy of such Agreement in connection with the
registration of any Pledged Equity Interests (as defined in the
Agreement) in the name of the Lender or its nominee or the exercise
of voting rights by the Lender and (ii) agrees promptly to note on
their books and records the grant of the security interest in the
stock of the undersigned as provided in such
Agreement.

 

(f) The undersigned
consents to the execution and delivery of the foregoing Agreement
and the security interests created thereby and absolutely postpone
any and all rights to a lien on the Pledged Equity Interests or
dividends declared on the Pledged Equity Interests to the rights of
the Lender with respect to the Pledged Equity Interests
thereunder.

 


 


	


NIXON PRODUCT STORAGE, LLC


 


	

By:                                                                 


 


	

Name:                                                                 


 


	

Title:                                                                 


 







 


 


 




 

21