EXHIBIT 10.2
FORM OF WAIVER AGREEMENT
THIS WAIVER AGREEMENT is entered into by Blue Dolphin Energy Company, a Delaware
corporation (the "Company"), and ________________ (the "Investor") Certain
capitalized terms not defined herein have the meanings assigned to them in the
Purchase Agreement (as defined below).
RECITALS:
In Section 5.10 of Article 5 of the Note and Warrant Purchase
Agreement dated September 8, 2004 (the "Purchase Agreement") between
the Company and certain investors, each investor, including the
Investor, agreed that, during the nine (9) month period following the
Additional Closing Date, it will not sell, transfer or assign any of
the Warrants or the Warrant Shares without the prior written consent of
the Company.
The Investor has requested that the Company waive compliance
with Section 5.10 of the Purchase Agreement.
Concurrently herewith the Company and the Investor are
entering into the Note Modification Agreement (as defined below).
NOW, THEREFORE, in consideration of the promises herein contained, the
mutual benefits to be derived herefrom and other good and valuable consideration
received by each party, and each intending to be legally bound hereby, the
Company and the Investor hereby agree as follows:
The Company waives any further compliance by the Investor with Section
5.10 of the Purchase Agreement.
The Company agrees to use its commercially reasonable best efforts to
(i) file a registration statement on Form S-3 or such other form that the
Company is then eligible to use (the "Registration Statement") by May 15, 2005
registering the resale of the Warrant Shares beneficially owned by the Investor
and (ii) cause such Registration Statement to be declared effective under the
Securities Act as soon as reasonably practicable thereafter.
Concurrently with the execution of this Waiver Agreement, the Investor
agrees to enter into that certain Note Modification Agreement of even date
herewith, between the Company and the Investor (the "Note Modification
Agreement").
Except as modified by this Agreement all other obligations of the
Investor and the Company pursuant to the Purchase Agreement remain in full force
and effect.
IN WITNESS WHEREOF, the parties have caused this Agreement which may be
executed in multiple counterparts, to be executed by their duly authorized
representatives, all as of the ____ day of April, 2005.
THE COMPANY:
BLUE DOLPHIN ENERGY COMPANY
By:_________________________
Name: Xxxxxxx X. Xxxxxxxx
Title: President
THE INVESTOR:
By:_________________________
Name:
Title:
