NOTE
Exhibit
10.8
NOTE
September
30, 2016
FOR
VALUE RECEIVED, BLUE DOLPHIN ENERGY COMPANY (the "Borrower"), hereby promises to pay to the order of
LAZARUS CAPITAL,
LLC ("Payee"), the principal sum of $422,373.79
pursuant to the terms and conditions
set forth herein.
PAYMENT
OF PRINCIPAL. The
principal amount of this Promissory Note (the "Note") and any
accrued but unpaid interest shall be due and payable on January 1,
2018.
INTEREST.
This Note shall bear interest, compounded annually, at eight
percent.
PREPAYMENT. The Borrower shall have the right at any
time and from time to time to prepay this Note in whole or in part
without premium or penalty.
REMEDIES.
No delay or omission on part of the holder of this 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 Payee shall be cumulative and may be
pursued singly, successively, or together, in the sole discretion
of the Payee.
SUBORDINATION.
The Borrower's obligations under this 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 Note
and such subordination is required under the loan documents
providing for such indebtedness.
EXPENSES.
In the event any payment under this Note is not paid when due, the
Borrower agrees to pay, in addition to the principal and interest
hereunder, reasonable attorneys' fees not exceeding a sum equal to
15% of the then outstanding balance owing on the Note, plus all
other reasonable expenses incurred by Xxxxx in exercising any of
its rights and remedies upon default.
GOVERNING
LAW. This Note shall be
governed by, and construed in accordance with, the laws of the
State of Texas.
IN
WITNESS WHEREOF, Xxxxxxxx
has executed this Note as of the day and year first above
written.
___/s/ XXXXXXXX X.
XXXXXXX____ (LENDER SIGNATURE)
LAZARUS CAPITAL,
LLC
September 30, 2016
__/s/ XXXXX X.
XXXX___ (BORROWER SIGNATURE)
BLUE DOLPHIN ENERGY
COMPANY
September 30, 2016