Third Amended and Restated Operating Agreement

An amendment and restatement of the Second Amended and Restated Operating Agreement between LEH, Blue Dolphin, and Blue Dolphin's subsidiaries was approved by the Board on March 30, 2024 with an effective date of April 1, 2024. The renewal term of the Third Amended and Restated Operating Agreement begins on the effective date and expires upon the earliest to occur of the following: (a) upon the first anniversary of the effective date, which termination date shall be April 1, 2025, (b) upon written notice of either party upon the material breach of the agreement by the other party, or (c) upon 90 days’ notice by the Board if the Board determines that the Third Amended and Restated Operating Agreement is not in the best interest of Blue Dolphin and its subsidiaries. The terms of the Third Amended and Restated Operating Agreement are substantially the same as the Second Amended and Restated Operating Agreement. For services rendered: (a) Blue Dolphin and its subsidiaries shall reimburse LEH at cost for all direct expenses, either paid directly by LEH or financed with LEH’s credit card. Amounts payable to LEH shall be invoiced by LEH weekly but may be reimbursed sooner and (b) Blue Dolphin shall also pay to LEH a management fee equal to 5% of all consolidated operating costs, excluding crude costs, depreciation, amortization, and interest.

Amended and Restated Jet Fuel Sales Agreement

An amendment and restatement of the Jet Fuel Sales Agreement between LEH and LE was approved by the Board on March 30, 2024. Under the amended and restated agreement, the effective date remained April 1, 2023; however, at March 31,2024 the initial one-year term automatically renewed for a one year period expiring on March 31, 2025.  The amended and restated agreement automatically renews for one year periods unless either party notifies the other party of its intent not to renew at least sixty (60) days prior to the expiration of any then-current renewal term.  In addition to updated pricing, LEH shall purchase all jet fuel produced by LE.

Affiliate Revolving Credit Agreement

An Affiliate Revolving Credit Agreement between LEH, Blue Dolphin, and Blue Dolphin's subsidiaries was approved by the Board on March 30, 2024 with an effective date of April 1, 2024. The Affiliate Revolving Credit Agreement extends credit to Blue Dolphin and its subsidiaries, at LEH's sole discretion, for working capital purposes up to a maximum of $5.0 million in the aggregate and has an initial term that expires on April 30, 2025.  The agreement automatically renews for one year periods unless sooner terminated by the parties.  Under the agreement, interest accrues at the WSJ Prime rate plus 2.00%, compounded annually, and shall be paid quarterly.

Together, Jonathan Carroll and LEH own 83% of Blue Dolphin’s Common Stock.  See “Note (3)” for additional disclosures related to agreements with Affiliates.