Blueprint

Exhibit 10.1

September 18, 2017

Jonathan Carroll

Lazarus Energy, LLC

Blue Dolphin Energy Company

Lazarus Energy Holdings, LLC

By Electronic Mail (JCarroll@lazarusenergy.com)

Re:

GEL Tex Marketing, LLC v. Lazarus Energy, LLC

Stipulation Regarding Confirmation and Enforcement of Final Award

Dear Jonathan:

In order to facilitate further discussions, GEL Tex Marketing, LLC (“GEL Tex”) and Lazarus Energy, LLC (“Lazarus”) have come to an agreement regarding the confirmation and enforcement of the Final Award issued on August 11, 2017 in AAA Arbitration Case No. 02-16-0001-5548. This letter memorializes that agreement (“Letter Agreement”). Blue Dolphin Energy Company (“BDEC”) and Lazarus Energy Holdings, LLC (“LEH”), both affiliates of Lazarus and Jonathan Carroll, are also party to this Letter Agreement. Lazarus, BDEC, LEH, and Jonathan Carroll are collectively referred to herein as the “Lazarus Parties”.

GEL Tex and the Lazarus Parties stipulate and agree to the following.

● Before September 18, 2017 at 9:30 am, GEL Tex and Lazarus will jointly notify the 165th District Court of Harris County (the “District Court”) that, in order to facilitate settlement discussions between the parties, the hearing to confirm the Final Award in Cause No. 2016-28397 will be continued for no more than 90 days (the “Continuance Period”). Notwithstanding the foregoing, on November 1, 2017 (the 45th day of the Continuance Period), in the event GEL Tex determines in its sole discretion that the settlement discussions between the parties are not advancing to an acceptable resolution, then GEL Tex shall have the option to immediately terminate this Letter Agreement by delivering written notice to Lazarus’ counsel listed below.

● Before September 18, 2017 at 9:30 am, the Lazarus Parties will notify the District Court that it has no objection to the immediate disbursement of all funds in the Court’s Registry to GEL Tex, which will be applied to reduce the balance of the Final Award.

● Prior to the hearing on September 18, 2017, the Lazarus Parties will wire $1.5 million to GEL Tex, which will be applied to reduce the balance of the Final Award.

● During the Continuance Period, the Lazarus Parties and GEL Tex agree to work together in good faith to negotiate and document the terms of a settlement and payment structure to resolve all of their disputes and obligations, including those relating to and arising from the Final Award.

● During the Continuance Period, the Lazarus Parties agree to permit and, if requested by GEL Tex, to facilitate, direct contact between GEL Tex and the Lazarus Parties’ banks and other lenders.

Mr. Jonathan Carroll

September 18, 2017

Page Two

● During the Continuance Period, the Lazarus Parties agree to cooperate with Opportune to review the business of each Lazarus Party and their affiliates as well as Jonathan and Gina Carroll.

● The Lazarus Parties hereby waive all objections to confirmation of the Final Award. Notwithstanding this waiver, GEL Tex agrees that GEL Tex will take no action to confirm, enforce, collect, execute upon, perfect, or exercise any remedies in connection with the Lazarus Parties’ waiver and/or the Final Award prior to the earlier to occur of (1) the expiration of the Continuance Period without the parties agreeing to a settlement and payment structure to resolve all of the disputes between them, including those relating to and arising from the Final Award, and (2) the termination of this Letter Agreement. The Lazarus Parties’ waiver set forth in this paragraph shall survive the expiration and/or termination of this Letter Agreement.

● Without the prior written consent of GEL Tex, which consent may be granted or withheld in GEL Tex's sole discretion, the Lazarus Parties and all of their respective affiliates shall: (i) not incur or become liable for any debt (other than under such existing debt instruments and amounts as reflected in Attachment A hereto, which includes the borrowing necessary to fund the $1.5 million payment referenced above); (ii) not permit to exist any liens or other encumbrances on any of its assets (other than the specific existing liens and other encumbrances list in Attachment A hereto); (iii) not transfer, assign, sell, lease, or convey any asset to any person or entity other than (a) refined product sales for fair value in the ordinary course of business by Lazarus to unaffiliated third parties (except jet sales to LEH for fair value for further sale to the Defense Logistics Agency), (b) payment to its third-party trade creditors in the ordinary course of business, and (c) scheduled debt payments to third-party lenders under the existing debt instruments and payment terms reflected in Attachment A hereto; (iv) not engage in any affiliate transactions or other arrangements of any kind whatsoever (other than the existing affiliate transactions specifically described in Attachment A hereto) and not amend or modify any terms of such existing affiliate transactions; (v) permit GEL Tex at any time to inspect its property, examine its books and records, and discuss its affairs with its officers, accountants, attorneys, Veritex, and the USDA; (vi) fail to pay debts generally as they become due or become party to (or made the subject of) any bankruptcy, reorganization, liquidation, or similar proceeding; (vii) not form or make an investment in any new subsidiary or business venture or merge or consolidate with any other entity, or acquire material assets of any other entity, or allow any changes in the current equity ownership of any Lazarus Party or any of their affiliates; (viii) not amend or supplement any of their debt instruments, liens, or organizational documents, or change their names or the location of their principal place of business; and (ix) not take any action to challenge the validity or enforceability of this Letter Agreement or to violate the terms herein in any manner. Notwithstanding subsection (i) of this paragraph, it is understood that as to debt of Jonathan and Gina Carroll in their individual capacities to which the other Lazarus Parties have no liability or obligation, Attachment A hereto contains only such debt and amounts that represent material indebtedness of such individuals.

Mr. Jonathan Carroll

September 18, 2017

Page Three

● GEL Tex has the right to immediately terminate this Letter Agreement upon any violation of this Letter Agreement by any Lazarus Party by providing written notice to Lazarus’ counsel listed below of GEL Tex’s termination of this stipulation Letter Agreement.

● GEL Tex and the Lazarus Parties agree that this Letter Agreement may be executed in separate parts delivered by electronic means that, taken together, will be deemed to be one instrument. GEL Tex and each Lazarus Party represent and warrant that this Letter Agreement has been approved and authorized by all necessary action and the execution hereof does not violate any agreement to which it is a party.

[Signature Page Follows.]

Mr. Jonathan Carroll

September 18, 2017

Page Four

If these terms accurately state the stipulation and agreement between GEL Tex and the Lazarus Parties, please sign where indicated below and we will file this Letter Agreement with the 165th Judicial District Court.

Very truly yours,

DLA Piper LLP (US)		DLA Piper LLP (US)



/s/ THOMAS R. CALIFANO		/s/ CHRISTINA P. MACCIO
Thomas R. Califano		Christina P. Maccio
Partner		Partner
Attorney for GEL Tex Marketing, LLC		Attorney for GEL Tex Marketing, LLC


Agreed:


/s/ JONATHAN CARROLL
Jonathan Carroll, in his individual capacity



Lazarus Energy, LLC
Blue Dolphin Energy Company
Lazarus Energy Holdings, LLC


/s/ JONATHAN CARROLL
By:	Jonathan Carroll


/s/ FRANK A MEROLA
Frank A. Merola
Attorney for Lazarus Energy, LLC


/s/ BRYAN MELTON
Bryan Melton
Attorney for Lazarus Energy, LLC

Attachment “A”