Form 8-K

8-K — XCF Global, Inc.

Accession: 0001493152-26-034267

Filed: 2026-07-22

Period: 2026-07-16

CIK: 0002019793

SIC: 2860 (INDUSTRIAL ORGANIC CHEMICALS)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-4.1 (ex4-1.htm)

EX-10.1 (ex10-1.htm)

EX-10.2 (ex10-2.htm)

EX-10.3 (ex10-3.htm)

EX-10.4 (ex10-4.htm)

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8-K

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or Section 15(d)

the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): July 16, 2026

XCF

GLOBAL, INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-42687

33-4582264

(State

or other jurisdiction

incorporation or organization)

(Commission

File

Number)

(I.R.S.

Employer

Identification

No.)

3040

Post Oak Blvd.

Floor

18 Suite 164

Houston,

Texas

77056

(Address

of principal executive offices)

(Zip

Code)

(346)

630-4724

(Registrant’s

telephone number, including area code)

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under

any of the following provisions:

☐ Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on

which

registered

Class

A Common Stock

SAFX

The

Nasdaq Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2

of the Securities Exchange Act of 1934.

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

1.01 Entry into a Material Definitive Agreement

Short-Term

Note

July 16, 2026, XCF Global, Inc. (the “Company”), entered into a Senior Secured 25% Original Issue Discount

Promissory Note and Security Agreement (the “Note and Security Agreement”) with Hollywood Horizons, Inc. (the

“Hollywood”) pursuant to which the Company entered into a $400,000 senior secured loan with a 25% original

issue discount, resulting in a purchase price of $300,000.

The

loan amount is equal to $400,000 with a 25% original issue discount. The note bears interest at ten percent (10%) per annum, payable

monthly, with a non-amortizing two (2) month term. Interest is calculated on a 360-day year basis. The loan balance, including any accrued

interest, is due in full 60 days after funding, with optional prepayment allowed without penalty. Default interest accrues at 18% per

annum. The Company must make mandatory prepayments from (i) the first and any subsequent revenue collections from the sale of any products

or services and (ii) the proceeds of any assets that are sold outside the ordinary course of business, until the loan is fully repaid.

Additionally,

the Company agreed to issue a non-refundable commitment fee of 500,000 shares (the “Commitment Fee”) of its

Class A Common Stock, par value $0.0001 (“Common Stock”) pursuant to the Note and Security Agreement.

secure the loan, the Company granted Hollywood a first-priority security interest in all inventories, accounts, environmental attributes,

deposit and securities accounts, equipment, chattel paper, and proceeds. The security interest granted only covers assets of XCF Global,

Inc. and does not extend to the assets held by any subsidiaries of the Company. In addition, the Company must reserve 5,000,000 shares

of authorized but unissued Common Stock as Penalty of Default Shares, (the “Default Shares”) to be issued to

Hollywood immediately upon any Event of Default (as defined in the Note and Security Agreement). The secured loan is the sole responsibility

of XCF Global, Inc. and is not guaranteed by any of the Company’s subsidiaries

The

foregoing description of the Note and Security Agreement does not purport to be complete and is qualified in its entirety by the terms

and conditions thereof, which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated into this Item 1.01 by

reference.

Warrant

Purchase Agreement

July 17, 2026, XCF the Company, entered into a warrant purchase agreement (the “Warrant Purchase Agreement”)

with GL PART SPV II, LLC (the “Investor”), pursuant to which, among other things, the Company agreed to issue

and sell to the Investor and the Investor agreed to purchase from the Company in a private placement a Common Stock purchase warrant

(the “Initial Warrant”) to purchase up to 6,891,798 shares of Common Stock, at an exercise price of $2.50 per

share, subject to adjustment in accordance with the terms of the Initial Warrant. The Investor is to pay $1,000,000 for the Initial Warrant,

which is equal to $0.1451 per share of Common Stock underlying the Initial Warrant (the “Per Warrant Share Purchase Price”).

Subject to the satisfaction or waiver of the closing conditions set forth in the Warrant Purchase Agreement, the closing of the sale

of the Initial Warrant (the “Initial Closing”) is to occur to occur on July 31, 2026, or such other date as

may be agreed by the Company and the Investor.

The

Warrant Purchase Agreement also provides that, at the Investor’s sole discretion, the Investor may purchase from the Company up

to an additional $99.0 million of Common Stock purchase warrants (each, an “Additional Warrant” and, collectively,

the “Additional Warrants”, and together with Initial Warrants, the “Warrants”), with

terms substantially identical to the Initial Warrant. The Additional Warrants may be purchased on July 31, 2026, August 31, 2026, September

30, 2026, October 30, 2026, November 30, 2026, December 31, 2026, or such other dates prior to December 31, 2026 as may be mutually agreed

upon by the Company and the Investor. The price to be paid for the Additional Warrants will be based on a formula set forth in the Warrant

Purchase Agreement, which takes into account the Black-Scholes value of each Warrant. The Warrant Purchase Agreement provides that (i)

the aggregate number of shares of Common Stock issuable upon exercise of the Warrants issued under the Warrant Purchase Agreement may

not exceed 50,000,000 shares and (ii) the Per Warrant Share Purchase Price for the Additional Warrants may not be less than $0.10.

The

Investor is controlled by Majique Ladnier, who is the largest beneficial owner of the Common Stock.

The

Warrant Purchase Agreement contains customary representations and warranties, and the sale of the Warrants is subject to customary closing

conditions.

The

exercise price of the Warrants and the number of shares of Common Stock issuable upon exercise of the Warrants are subject to adjustments

for stock splits, combinations, stock dividends or similar events. The Warrants may be exercised for cash or on a cashless basis.

The

foregoing descriptions of the Warrant Purchase Agreement and the Warrants are summaries only, do not purport to be complete, and are

qualified in their entirety by the full terms and conditions of the Warrant Purchase Agreement and the Warrants. The Warrant Purchase

Agreement and the Form of Warrant are filed as Exhibits 10.2 and 4.1, respectively, to this Current Report and are incorporated herein

by reference.

Registration

Rights Agreement

Pursuant

to the terms of the Warrant Purchase Agreement, the Company and the Investor have agreed to enter into a Registration Rights Agreement

(the “Registration Rights Agreement”) at the Initial Closing, pursuant to which, among other things, the Company

will agree to (i) file a shelf registration statement (the “Registration Statement”) providing for the registration

of the resale of the Warrants and the shares of Common Stock underlying the Warrants (collectively, the “Registrable Securities”)

under the Securities Act of 1933, as amended (the “Securities Act”) on or before December 4, 2026 (the “Filing

Deadline”), unless the Investor notifies the Company prior to November 30, 2026 that it may purchase one or more Additional

Warrants after November 30, 2026 and before December 31, 2026, in which case the Filing Deadline shall be January 5, 2027, (ii) use its

reasonable best efforts to cause the Registration Statement to be declared effective after its filing at the earliest possible date,

but no later than the earlier of (a) the 120th calendar day following the initial filing date of the Registration Statement

if the Securities and Exchange Commission (“SEC”) notifies the Company that it will “review” the

Registration Statement and (b) the fifth Business Day after the date the Company is notified by the SEC that the Registration Statement

will not be “reviewed” or will not be subject to further review, and (iii) maintain the effectiveness of the Registration

Statement until the earlier of: the (a) date on which the Investor shall have resold all the Registrable Securities covered thereby;

(b) the date on which the Registrable Securities may be resold by the Investor without registration and without regard to any volume

or manner-of-sale limitations by reason of Rule 144 under the Securities Act (“Rule 144”), without the requirement

for the Company to be in compliance with the current public information requirement under Rule 144 or any other rule of similar effect;

(c) the date on which all legends restricting transfer of the Registrable Securities under the Securities Act have been removed from

the Registrable Securities.

The

foregoing description of the Registration Rights Agreement is a summary only, does not purport to be complete, and is qualified in its

entirety by the full terms and conditions of the Registration Rights Agreement. The form of Registration Rights Agreement is filed as

Exhibit 10.3 to this Current Report and is incorporated herein by reference.

Securities

Purchase Agreement

July 20, 2026, the Company entered into a Securities Purchase Agreement with Lombard Street Partners, LLC, pursuant to which the Company

sold 6,666,667 shares of its Common Stock to Lombard Street Partners, LLC for an aggregate amount of $1,000,000.05. The Company agreed

to issue one half of such shares promptly after the execution of such agreement and the remainder of such shares on July 24, 2026. The

purchase price also is being paid in two installments, with one half paid on July 22, 2026 and the remainder paid on July 24, 2026.

The

Company agreed to file a registration statement with the Securities and Exchange Commission registering the resale of such shares within

two weeks following the effective date of its Form S-4 registration statement related to its proposed business combination among the

Company, Southern Energy Renewables, Inc. and DevvStream Corp.

The

foregoing description of the Securities Purchase Agreement does not purport to be complete and is qualified in its entirety by the terms

and conditions thereof, which is filed as Exhibit 10.2 to this Current Report on Form 8-K, and is incorporated into this Item 1.01 by

reference.

Item

3.02 Unregistered Sales of Equity Securities.

The

information set forth in Item 1.01 of this Current Report on Form 8-K is hereby incorporated into this Item 3.02 by reference. The Company

issued all of such securities in reliance upon exemption from securities registration afforded by Section 4(a)(2) of the Securities Act,

and/or Rule 506(b) of Regulation D promulgated thereunder as transactions by an issuer not involving a public offering.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits:

Exhibit

No.

Description

4.1

Form of Warrant

10.1

Senior Secured 25% Original Issue Discount Promissory Note and Security Agreement, dated July 16, 2026, by and between the Company and Hollywood.

10.2

Warrant Purchase Agreement, dated as of July 17, 2026, by and between the Company and GL PART SPV II, LLC

10.3

Form of Registration Rights Agreement by and between the Company and GL PART SPV II, LLC.

10.4

Securities Purchase Agreement between the Company and Lombard Street Partners, LLC dated July 20, 2026.

104

Cover

page Interactive Data File (embedded in the cover page formatted in Inline XBRL)

SIGNATURE

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

Dated:

July 22, 2026

XCF

GLOBAL, INC.

By:

/s/

Christopher Cooper

Name:

Christopher

Cooper

Title:

Chief

Executive Officer

EX-4.1

Filename: ex4-1.htm · Sequence: 2

Exhibit

4.1

NEITHER

THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION

OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED

(THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS

OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

COMMON

STOCK PURCHASE WARRANT

XCF

GLOBAL INC.

Warrant

Shares: [●]

Issue

Date: July [●], 2026

Initial

Exercise Date: July [●], 2026

THIS

COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, GL PART SPV II, LLC or its permitted

assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter

set forth, at any time on or after the Initial Exercise Date and on or prior to 5:00 p.m. (New York City time) on September 30, 2029

(the “Termination Date”) but not thereafter, to subscribe for and purchase from XCF Global Inc., a Delaware corporation

(the “Company”), up to [●] shares of the Company’s Series A Common Stock, par value $0.0001 per share (“Common

Stock”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common

Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b) below. Pursuant to the Registration

Rights Agreement between the Company and the Holder, dated of even date herewith (the “RRA”), subject to the terms

and conditions of the RRA, the Company expects to file a registration statement on Form S-3 (or, if Form S-3 is not available to the

Company, any other form the Company is eligible to use) (as applicable, the “Registration Statement”) to register

under the Securities Act of 1933, as amended (the “Securities Act”), the resale of any Warrants and the Warrant Shares

issued to the Holder.

Section

1. Agreement. This Warrant is one of a several substantially identical warrants that may, at the option GL PART SPV II, LLC, be subsequently

issued pursuant to that certain Warrant Purchase Agreement, dated of even date herewith, by and among the Company and GL PART SPV II,

LLC (as the same may be amended from time to time, the “Purchase Agreement”).

Section

2. Exercise.

(a)

Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time

or times on or after the Initial Exercise Date on or before the Termination Date by delivery to the Company of a duly executed PDF copy

submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto as Exhibit A (the “Notice of

Exercise”). Unless the cashless exercise procedure specified in Section 2(d) below (if available) is specified in the applicable

Notice of Exercise, within two (2) Trading Days following the date of exercise as aforesaid, the Holder shall deliver to the Company

the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s

check drawn on a United States bank, and the date on which such Exercise Price is delivered to the Company is an “Exercise Date,”

provided that if the cashless exercise procedure specified in Section 2(d) below is specified in the applicable Notice of Exercise, the

Exercise Date shall be the date the Notice of Exercise is delivered to the Company. No ink-original Notice of Exercise shall be required,

nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding

anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company. Partial exercises

of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of

lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares

purchased in connection with such partial exercise. The Holder and the Company shall maintain records showing the number of Warrant Shares

purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day

of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the

provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available

for purchase hereunder at any given time may be less than the amount stated on the face hereof. For purposes of this Warrant, “Trading

Day” means any day on which the Common Stock is purchased and sold on the principal market on which the Common Stock is listed

or quoted (the “Trading Market”).

(b)

Exercise Price. The exercise price per share of Common Stock under this Warrant shall be $2.50, subject to adjustment hereunder

(the “Exercise Price”).

(c)

Mechanics of Exercise.

(i)

Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder (the “Exercise

Shares”) to be transmitted by its transfer agent to the Holder (i) by crediting the account of the Holder’s or its designee’s

balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if

the Company is then a participant in such system and there is an effective registration statement permitting the issuance of the Warrant

Shares to the Holder and (ii) otherwise by delivering evidence of issuance of the Warrant Shares in book entry with the Company’s

transfer agent, registered in the Company’s share register in the name of the Holder or its designee, for the number of Warrant

Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise (or,

evidence of such book entry issuance to the email address specified in such Notice of Exercise) by the date that is no less than the

number of Trading Days comprising the Standard Settlement Period following the Exercise Date. The Holder shall be deemed for all corporate

purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised as of the Exercise

Date, irrespective of the date such Warrant Shares are credited to the Holder’s Depository Trust Company account or the date of

the book entry positions evidencing such Warrant Shares. For purposes of this Warrant, “Standard Settlement Period”

means the standard settlement period, expressed in a number of Trading Days, for the Trading Market with respect to the Common Stock

that is in effect on the date of delivery of an applicable Exercise Notice, which as of the Issue Date was “T+1.”

(ii)

Buy-In. In addition to any other rights available to the Holder, if the Company fails to cause the transfer agent to deliver to

the Holder or its designee Exercise Shares in the manner required pursuant to Section 2(c)(i) within the Standard Settlement Period

following the Exercise Date (other than a failure caused by incorrect or incomplete information provided by the Holder to the Company)

and the Holder or the Holder’s broker on its behalf purchases (in an open market transaction or otherwise) shares of Common Stock

to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a

“Buy-In”) but did not receive within the Standard Settlement Period, then the Company shall, within two (2) Trading

Days after the Holder’s request (i) pay cash to the Holder in an amount equal to the excess (if any) of the Holder’s total

purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased in the Buy-In, less the product

of (A) the number of shares of Common Stock purchased in the Buy-In, times (B) the Closing Sale Price (as defined below) of a share of

Common Stock on the Exercise Date and (ii) in the Holder’s sole discretion, either reinstate the portion of the Warrant and equivalent

number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or promptly

honor its obligation to deliver to the Holder or its designee the Exercise Shares pursuant to Section 2(c)(i). The Holder shall

provide the Company written notice promptly after the occurrence of a Buy-In, including the amounts payable to the Holder in respect

of the Buy-In together with applicable confirmations and other evidence reasonably requested by the Company.

(iii)

Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of

Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant

evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in

all other respects be identical with this Warrant.

(iv)

No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise

of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company

shall pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the fair market value

(based on the Closing Sale Price) for any such fractional shares.

(v)

Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax

or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company,

and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided,

however, that in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when

surrendered for exercise shall be accompanied by the Assignment Form attached hereto as Exhibit B duly executed by the Holder and the

Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.

The Company shall pay all transfer agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository

Trust Company (or another established clearing corporation performing similar functions) required for same-day electronic delivery of

the Warrant Shares.

(vi)

Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise

of this Warrant, pursuant to the terms hereof.

(d)

Cashless Exercise if Registration Statement Not Available. Notwithstanding anything contained herein to the contrary, the Holder may,

in lieu of payment of the Exercise Price in the manner as specified in Section 2(a) above, but otherwise in accordance with the requirements

of Section 2(a), at its option, exercise this Warrant, in whole or in part, by means of a “cashless exercise” in which the

Holder shall be entitled to receive, and the Company shall issue to the Holder, such number of fully paid and non-assessable Warrant

Shares determined as follows: X = Y[(A-B)/A] (“Cashless Exercise”), where:

(X)

= the number of Warrant Shares to be issued to the Holder;

(A)

= the Closing Sale Price (as defined below) of the shares of Common Stock (as of the Trading Day on the date immediately preceding the

Exercise Date;

(B)

= the Exercise Price of this Warrant, as adjusted hereunder; and

(Y)

= the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such

exercise were by means of a cash exercise pursuant to Section 2(a) rather than a cashless exercise.

For

purposes of this Warrant, “Closing Sale Price” means, for any security as of any date, the last trade price for such

security on the principal Trading Market for such security, as reported by Bloomberg Financial Markets, or, if such Trading Market begins

to operate on an extended hours basis and does not designate the last trade price, then the last trade price of such security prior to

4:00 P.M., New York City time, as reported by Bloomberg Financial Markets, or if the foregoing do not apply, the last trade price of

such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg Financial Markets.

If the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Sale Price

of such security on such date shall be the fair market value as mutually determined by the Company and the Holder. Notwithstanding anything

to the contrary herein, if the Closing Price, as calculated in accordance with this paragraph, is above $15.00, the Closing Price for

determining the number of shares to be issued upon the cashless exercise of this Warrant shall be $15.00, i.e. in no event shall

the Closing Sales Price exceed $15.00 for purposes of determining the number of shares to be issued upon the cashless exercise of this

Warrant.

For

purposes of Rule 144, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction shall

be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the

date this Warrant was originally issued (provided that the Securities and Exchange Commission (the “Commission”) continues

to take the position that such treatment is proper at the time of such exercise).

Warrant Shares are issued in such a cashless exercise, the parties to this Warrant acknowledge and agree that in accordance with Section

3(a)(9) of the Securities Act, the holding period of the Warrant Shares being issued may be tacked on to the holding period of this Warrant.

The Company agrees not to take any position contrary to this Section 2(d).

Section

3. Certain Adjustments.

(a)

Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend on its Common

Stock or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities

payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company

upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including

by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification

of shares of Common Stock any shares of capital stock of the Company, then in each case the number of Warrant Shares shall be multiplied

by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately

after such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately before such event.

Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination

of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in

the case of a subdivision, combination or re-classification; provided, however, if an adjustment is made immediately after the

record date for the determination of stockholders entitled to receive a dividend or distribution but such dividend or distribution is

not so made, the number of Warrant Shares shall be readjusted, effective as of the date the Company’s Board of Directors determines

not to make such dividend or distribution, to the number of Warrant Shares issuable upon exercise of this Warrant that would then be

in effect at such time had no such adjustment been made.

(b)

Rights Upon Distribution of Assets. If, on or after the Issue Date and on or prior to the Termination Date, the Company shall

declare or make any dividend or other pro rata distribution of its assets (or rights to acquire its assets) to holders of shares of Common

Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities,

property, options, evidence of indebtedness or any other assets by way of a dividend, spin off, reclassification, corporate rearrangement,

scheme of arrangement or other similar transaction, but, for the avoidance of doubt, excluding any distribution of shares of Common Stock

subject to Section 3(a) and any Fundamental Transaction subject to Section 3(c) (a “Distribution”),

then, in each such case, the Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to the record

date fixed for determination of stockholders entitled to receive such Distribution by a fraction, of which the denominator shall be the

Closing Sale Price determined as of the record date, and of which the numerator shall be such Closing Sale Price on such record date

less the then per share fair market value at such record date of the portion of such Distribution so distributed applicable to one outstanding

share of the Common Stock as determined by the Board of Directors of the Company in good faith. The adjustment shall be described in

a statement provided to the Holder. Such adjustment shall be made whenever any such Distribution is made and shall become effective immediately

after the applicable record date.

(c)

Fundamental Transactions. If, at any time while this Warrant is outstanding (i) the Company effects any merger or consolidation

of the Company with or into another Person, in which the Company is not the surviving entity or in which the stockholders of the Company

immediately prior to such merger or consolidation do not own, directly or indirectly, at least 50% of the voting power of the surviving

entity immediately after such merger or consolidation, (ii) the Company effects any sale to another Person of all or substantially all

of its assets in one or a series of related transactions, (iii) pursuant to any tender offer or exchange offer (whether by the Company

or another Person), holders of capital stock tender shares representing more than 50% of the voting power of the capital stock of the

Company and the Company or such other Person, as applicable, accepts such tender for payment, (iv) the Company consummates a stock purchase

agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin off or scheme of arrangement)

with another Person whereby such other Person acquires more than 50% of the voting power of the capital stock of the Company (except

for any such transaction in which the stockholders of the Company immediately prior to such transaction maintain, in substantially the

same proportions, the voting power of such Person immediately after the transaction) or (v) the Company effects any reclassification

of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for

other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section

3(a) above) (in any such case, a “Fundamental Transaction”), then following such Fundamental Transaction the Holder

shall have the right to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would

have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental

Transaction, the holder of the number of Warrant Shares then issuable upon exercise of this Warrant (the “Alternate Consideration”).

The Company shall not effect any Fundamental Transaction in which the Company is not the surviving entity or the Alternate Consideration

includes securities of another Person unless (i) the Alternate Consideration is solely cash and the Company provides for the simultaneous

“cashless exercise” of this Warrant pursuant to Section 2(d) above or (ii) prior to or simultaneously with the consummation

thereof, any successor to the Company, surviving entity or other Person (including any purchaser of assets of the Company) shall assume

the obligation to deliver to the Holder such Alternate Consideration as, in accordance with the foregoing provisions, the Holder may

be entitled to receive, and the other obligations under this Warrant. The provisions of this paragraph (d) shall similarly apply to subsequent

transactions analogous to a Fundamental Transaction type. For purposes of this Warrant, “Person” shall mean an individual,

partnership, corporation, limited liability company, business trust, joint stock company, trust, incorporated or unincorporated association,

joint venture, government (or an agency or subdivision thereof) or any other entity or organization.

(d)

Number of Warrant Shares. Simultaneously with any adjustment to the number of Warrant Shares pursuant to Section 3, the

Exercise Price shall be increased or decreased proportionately, so that after such adjustment the aggregate Exercise Price payable hereunder

for the increased or decreased number of Warrant Shares shall be the same as the aggregate Exercise Price in effect immediately prior

to such adjustment. Notwithstanding the foregoing, in no event may the Exercise Price be adjusted below the par value of the Common Stock

then in effect.

(e)

Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share,

as the case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as

of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.

(f)

Notice to Holder.

(i)

Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the

Company shall promptly deliver to the Holder by e-mail a notice setting forth the Exercise Price after such adjustment and any resulting

adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.

(ii)

Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on

the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the

Company shall authorize any Distribution, (D) the approval of any stockholders of the Company shall be required in connection with any

reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially

all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash

or property or any Fundamental Transaction, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation

or winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by e-mail to the Holder at its

last e-mail address as it shall appear upon the Warrant Register (as defined below), at least 20 calendar days prior to the applicable

record or effective date hereinafter specified, a notice of such transaction in order to enable the Holder to participate in or vote

with respect to such transaction; provided that the failure to deliver such notice or any defect therein or in the delivery thereof

shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided

in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of its subsidiaries, the Company

shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled

to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice

except as may otherwise be expressly set forth herein.

Section

4. Representations and Covenants of the Holder. This Warrant has been entered into by the Company in reliance upon the following

representations and covenants of the Holder:

(a)

Investment Purpose. This Warrant and the Warrant Shares are being acquired for investment and not with a view to the sale or distribution

of any part thereof, and the Holder has no present intention of selling or engaging in any public distribution of the same except pursuant

to a registration under the Securities Act or an exemption from the registration requirements of the Securities Act. Holder is not a

registered broker-dealer under Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or an

entity engaged in a business that would require it to be so registered as a broker-dealer.

(b)

Private Issue. The Holder understands (i) that the Warrant Shares are not registered under the Securities Act or qualified under

applicable state securities laws on the ground that the issuance contemplated by this Warrant will be exempt from the registration and

qualifications requirements thereof, and (ii) that the Company’s reliance on such exemption is predicated on the representations

set forth in this Section 4.

(c)

Risk of No Registration. Without in any way limiting the Company’s obligations under this Warrant, the Holder understands

that if the Common Stock is not registered with the Commission pursuant to Section 12 of the Exchange Act or the Company is not required

to file reports pursuant to Section 13(a) or Section 15(d) of the Exchange Act, or if a registration statement is not effective under

the Securities Act covering the resale of the Warrant Shares when it desires to sell (i) the rights to purchase Common Stock pursuant

to this Warrant or (ii) the Warrant Shares, as applicable, it may be required to hold such securities for an indefinite period. The Holder

also understands that any sale of (A) its rights hereunder to purchase Warrant Shares or (B) Warrant Shares which might be made by it

in reliance upon Rule 144 under the Securities Act may be made only in accordance with the terms and conditions of that Rule.

(d)

Restricted Securities. The Holder understands that this Warrant and the Warrant Shares issuable upon exercise hereof have not

been registered under the Securities Act or registered or qualified under the securities laws of any state, and are issued in reliance

upon specific exemptions therefrom, which exemptions depend upon, among other things, the bona fide nature of the Holder’s

investment intent as expressed herein. The Holder understands that the Company is under no obligation to so register or qualify this

Warrant or the Warrant Shares, except to the extent provided in the RRA. The Holder understands that this Warrant and any Warrant Shares

issued upon any exercise hereof are “restricted securities” within the meaning of Rule 144 promulgated under the Securities

Act and must be held indefinitely unless subsequently registered under the Securities Act and registered or qualified under applicable

state securities laws, unless exemptions from such registration and qualification are otherwise available.

(e)

Accredited Investor. The Holder is, and on each date on which it exercises any portion of this Warrant it will be, an “accredited

investor” as defined in Regulation D promulgated under the Securities Act.

Section

5. Transfer of Warrant.

(a)

Transferability. This Warrant and the Warrant Shares issued upon exercise hereof may not be transferred or assigned in whole or

in part except in compliance with applicable federal and state securities laws by the transferor and the transferee (including, without

limitation, the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company or its transfer

agent, as reasonably requested by the Company or such transfer agent). Subject to the immediately preceding sentence, the Holder may

transfer all or part of this Warrant or the Warrant Shares to any transferee; provided, that in connection with any such transfer of

this Warrant, Holder will give the Company notice of the portion of the Warrant being transferred, with the name, address and taxpayer

identification number of the transferee in accordance with Exhibit B hereto, and the Holder will surrender this Warrant to the

Company for reissuance to the transferee(s) (and to the Holder if applicable); and provided further, that any transferee of this Warrant

shall make substantially the representations set forth in Section 4 above and shall agree in writing with the Company to be bound

by all of the terms and conditions of this Warrant.

(b)

New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of

the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by

the Holder or its agent or attorney. Subject to compliance with Section 5(a), as to any transfer which may be involved in such

division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be

divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the Issue Date of this

Warrant and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

(c)

Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the

“Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the

registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder,

and for all other purposes, absent actual notice to the contrary.

(d)

Removal of Legends. In connection with any sale or other transfer of Warrant Shares that complies with all applicable securities

laws, and subject to the Company’s receipt from the Holder of customary representations and other documentation reasonably acceptable

to the Company, the Company shall, within the Standard Settlement Period following any request therefor from the Holder, (A) deliver

to the transfer agent irrevocable instructions that the transfer agent shall make a new, unlegended entry for such book entry position

Warrant Shares and (B) cause its counsel to deliver to the transfer agent one or more opinions to the effect that the removal of such

legends in such circumstances may be effected under the Securities Act if required by the transfer agent to effect the removal of the

legends in accordance with the provisions hereof. The Company shall be responsible for the fees of its transfer agent.

Section

6. Miscellaneous.

(a)

No Rights as Stockholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights,

dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(c). Without limiting

the rights of a Holder to receive Warrant Shares on a Cashless Exercise, and to receive the cash payments contemplated pursuant to Section

2(c)(iv), in no event will the Company be required to net cash settle an exercise of this Warrant.

(b)

Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably

satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares,

and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant,

shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the

Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant

or stock certificate.

(c)

Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required

or granted herein shall not be a Trading Day, then, such action may be taken or such right may be exercised on the next succeeding Trading

Day.

(d)

Authorized Shares.

The

Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a

sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant.

The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with

the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all

such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any

applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants

that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise

of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly

issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof

(other than taxes in respect of any transfer occurring contemporaneously with such issue).

Except

and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending

its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale

of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant,

but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary

or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the

foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise

immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company

may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially

reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof,

as may be, necessary to enable the Company to perform its obligations under this Warrant.

Before

taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the

Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from

any public regulatory body or bodies having jurisdiction thereof.

(e)

Governing Law; Submission to Jurisdiction; Venue.

(i)

This Warrant shall be governed by, and construed in accordance with, the laws of the State of Delaware without regard to choice of laws

or conflicts of laws provisions thereof that would require the application of the laws of any other jurisdiction.

(ii)

Each of the Company and the Holder hereby irrevocably and unconditionally:

(1)

submits for itself and its property in any legal action or proceeding relating solely to this Warrant or the transactions contemplated

hereby, to the exclusive jurisdiction of first, the Chancery Court of the State of Delaware or if such court declines jurisdiction, then

to the Federal District Court for the District of Delaware;

(2)

consents that any such action or proceeding may be brought in such courts, and waives any objection that it may now or hereafter have

to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court

and agrees not to plead or claim the same to the extent permitted by applicable law;

(3)

agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified

mail (or any substantially similar form of mail), postage prepaid, to the party, as the case may be, at its address set forth in Section

6(i) or at such other address of which the other party shall have been notified pursuant thereto;

(4)

agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the

right to sue in any other jurisdiction for recognition and enforcement of any judgment or if jurisdiction in the courts referenced in

the foregoing Section 6(e)(ii)(1) are not available despite the intentions of the parties hereto; and

(5)

agrees that final judgment in any such suit, action or proceeding brought in such a court may be enforced in the courts of any jurisdiction

to which such party is subject by a suit upon such judgment, provided that service of process is effected upon such party in the manner

specified herein or as otherwise permitted by law.

(f)

Waiver of Jury Trial. Each party acknowledges and agrees that any controversy which may arise under this Warrant is likely

to involve complicated and difficult issues and, therefore, each such party irrevocably and unconditionally waives any right it may have

to a trial by jury in respect of any legal action arising out of or relating to this Warrant or the transactions contemplated hereby.

(g)

Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant will have restrictions

upon resale imposed by state and federal securities laws.

(h)

Nonwaiver. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as

a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies.

(i)

Notices. Any notices or other communications required or permitted to be given hereunder shall be in writing and shall be deemed

to be given (a) when delivered if personally delivered to the party for whom it is intended, (b) when delivered, if sent by electronic

mail during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next

Business Day, (c) three (3) Business Days after having been sent by certified or registered mail, return-receipt requested and postage

prepaid, or (d) one (1) Business Day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next Business

Day delivery, with written verification of receipt:

(i)

If to the Company, addressed as follows:

XCF

Global Inc.

2500

City West Blvd, Suite 150-13

Houston,

TX 77042

Attention:

Harvey Schnitzer

Email:

[***]

with

a copy (which shall not constitute notice):

Paul

Hastings LLP

200

Park Avenue

New

York, NY 10166

Attention:

Gil Savir

Email:

gilsavir@paulhastings.com

(ii)

If to Holder, addressed to address or email address of such Holder appearing on the signature page to this Warrant.

Any

Person may change the address to which notices and communications to it are to be addressed by notification as provided for herein.

(j)

Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant

to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of

the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company

or by creditors of the Company.

(k)

Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will

be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate

compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to

assert the defense in any action for specific performance that a remedy at law would be adequate.

(l)

Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall

inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns

of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall

be enforceable by the Holder or holder of Warrant Shares.

(m)

Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company, on

the one hand, and the Holder, on the other hand.

(n)

Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid

under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall

be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining

provisions of this Warrant.

(o)

Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be

deemed a part of this Warrant.

********************

(Signature

Page Follows)

WITNESS WHEREOF, the parties hereto have caused this Warrant to be executed by their respective officers thereunto duly authorized as

of the date first above indicated.

XCF GLOBAL, INC.

By:

Name:

Title:

HOLDER

GL PART SPV II, LLC

By:

Name:

Title:

Address of Holder:

30 N Gould St., Suite R

Sheridan WY 82801

Attention: Majique Ladnier

Email: [***]

EXHIBIT

NOTICE

OF EXERCISE

TO:

XCF GLOBAL INC.

(1)

The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant, and tenders

herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

(2)

Payment shall take the form of (check applicable box):

☐

in lawful money of the United States; or

☐

the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in Section 2(d) of the Warrant,

to exercise the Warrant with respect to the cashless exercise procedure set forth in Section 2(d) of the Warrant.

(3)

Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

_______________________________

The

Warrant Shares (or the direct registration statement with respect to the Warrant Shares) shall be delivered to the following [DWAC Account

Number][address and email]:

_______________________________

(4)

The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended.

HOLDER

Signature

of Authorized Signatory of Holder: ________________________________________________________

Name of Authorized Signatory: ___________________________________________________________________

Title of Authorized Signatory: ____________________________________________________________________

Date: _______________________________________________________________________________________

EXHIBIT

ASSIGNMENT

FORM

(To

assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.)

FOR

VALUE RECEIVED, the certain Warrant, dated July [●], 2026, issued by the Company to the Holder, and all rights evidenced thereby [with

respect to [●] Warrant Shares] are hereby assigned to (please print)

Name:

Address:

Taxpayer

Identification Number

Phone

Number:

Address:

Name

of Holder:

By:

Name:

Title:

Date:

Holder’s

Address:

EX-10.1

Filename: ex10-1.htm · Sequence: 3

Exhibit

10.1

SENIOR

SECURED 25% ORIGINAL ISSUE DISCOUNT PROMISSORY NOTE

AND

SECURITY AGREEMENT

THIS

SENIOR SECURED 25% ORIGINAL ISSUE DISCOUNT PROMISSORY NOTE AND SECURITY AGREEMENT (the “Note” or this “Agreement”)

is made on July 16, 2026, by and between Hollywood Horizons, Inc., a California corporation, with its registered address at 1628

Pandora Street, Los Angeles, CA 90024 (the “LENDER”) and XCF Global, Inc., a Delaware corporation with

its principal executive offices at 3040 Post Oak Blvd., 18th Floor, Suite 164, Houston, Texas 77056, United States (the “BORROWER”).

The LENDER and the BORROWER are referred to individually as a “Party” and collectively as the “Parties”.

RECITALS

WHEREAS

the LENDER wishes to lend funds to the BORROWER on a short-term, senior secured bridge basis, and the BORROWER wishes to borrow such

funds;

WHEREAS

the BORROWER’s obligations under this Note are to be secured by a first-priority security interest in the Collateral, and are to

be supported by the Pledged Shares and the registration rights described herein;

NOW,

THEREFORE, in consideration of the mutual covenants herein, the Parties agree as follows:

ARTICLE

I: DEFINITIONS

used in this Agreement, the following terms have the meanings set forth below; other capitalized terms are defined where they first appear.

“Collateral”

has the meaning set forth in Section 4.1.

“Default

Rate” a rate per annum equal to the lesser of (a) eighteen percent (18.0%) per annum (1.5% per month) and (b) the Maximum

Lawful Rate.

“Environmental

Attributes” all renewable identification numbers (RINs), low carbon fuel standard (LCFS) and CARB credits, renewable or

clean fuel production and blending credits (including credits under Section 45Z of the Internal Revenue Code and other Inflation Reduction

Act incentives), carbon offsets, emission reductions, and all other environmental, renewable, or low-carbon attributes generated by or

attributable to the BORROWER or their products, together with all rights to apply for, generate, hold, transfer, monetize, and receive

proceeds of the foregoing.

“Excluded

Collateral” shall mean any collateral pursuant to the indebtedness with the Greater Nevada Credit Union (“GNCU”),

Twain GL XXVIII, LLC (“Twain”), or other existing indebtedness of the Borrower or its Subsidiaries.

“Free

Trading” with respect to any shares, that such shares (a) are covered by an effective Registration Statement permitting

their resale or are eligible for resale without volume or manner-of-sale limitation under Rule 144, (b) bear no restrictive legend, and

“Maximum

Lawful Rate” the maximum non-usurious rate of interest permitted from time to time by applicable law.

“Obligations”

all present and future indebtedness, obligations, and liabilities of the BORROWER to the LENDER under this Agreement and the other Security

Documents, including the Loan Balance Due, the Default Payment Amount, the Registration Delay Payments, fees, costs, and Enforcement

Costs.

“Permitted

Indebtedness” indebtedness existing on the date hereof and disclosed in the company’s public filings or on Schedule

1, and ordinary-course trade payables; provided that no such indebtedness shall rank senior to or pari passu with the Obligations without

the LENDER’s prior written consent.

“Permitted

Liens” (a) liens existing on the date hereof and disclosed in the company’s public filings or on Schedule 1; (b)

liens for taxes not yet due or being contested in good faith; and (c) statutory liens arising in the ordinary course; in each case so

long as such liens do not attach to the Pledged Shares and are not senior to the LENDER’s liens on the other Collateral except

as set forth in the company’s public filings or on Schedule 1.

“Penalty

of Default Shares” 5,000,000 shares of the BORROWER’s Class A Common Stock, par value $0.0001 per share, reserved

but not issued. Penalty of Default Shares are to be issued in the name of the LENDER if and immediately after the occurrence of an Event

of Default. The Penalty of Default Shares are a penalty for BORROWER being in default and they are not payment against any principal

of interest payment obligation arising from this Agreement.

“Registrable

Securities” the Commitment Shares and the Penalty of Default Shares.

“Security

Documents” this Agreement, each Control Agreement, each Security Agreement, each UCC financing statement, and each other

document securing or evidencing the Obligations.

“UCC”

the Uniform Commercial Code as in effect in the State of Nevada or, as to perfection in any other jurisdiction, the Uniform Commercial

Code of such jurisdiction.

ARTICLE

II: THE LOAN

2.1

LOAN AMOUNT. The BORROWER intends to issue a senior secured 25% Original Issue Discount (“OID”) promissory

note in the aggregate principal amount of $1,000,000 (the “Loan Face Amount”) for an aggregate purchase price of $750,000,

reflecting a 25% OID (the “Maximum Financing Amount”). The Note shall bear interest at ten percent (10%) per

annum, payable monthly and shall be non-amortizing with a 2-month term. Interest shall be computed on the basis of the actual

number of days elapsed over a 360-day year (the “Interest”). The Loan Face Amount together with all accrued

and unpaid Interest is the “Loan Balance Due”. All amounts are payable solely in cash in United States Dollars.

The Parties intend that the Interest and all other charges comply at all times with applicable usury law as provided in Section 2.5.

2.2

FUNDING. The amount funded by the LENDER equals $750,000.

2.3

MATURITY. The Loan Balance Due is fully due and payable in cash on the date that sixty (60) days following the funding date (the

“Maturity”), or earlier upon acceleration following an Event of Default. The BORROWER can choose to pay the

Loan Balance Due at any time prior to Maturity without a pre-payment penalty so long as the entire Loan Balance Due is paid.

2.4

DEFAULT INTEREST. From and after the occurrence of an Event of Default and during its continuance, all outstanding Obligations shall

bear interest, payable on demand, at the Default Rate (“Default Interest”), subject to Section 2.5. Upon an

uncured Event of Default, the Loan Balance Due, together with any Financing Repayment then due and unpaid, shall become immediately due

and payable (the “Default Payment Amount”), together with Default Interest thereon until paid in full. No multiplier,

premium, or penalty enhancement shall apply to the Default Payment Amount.

2.5

AGREED RATE; USURY SAVINGS. The Parties intend that this Loan be governed by the laws of the State of California. As a savings provision

only, and solely to the extent a court of competent jurisdiction nonetheless determines that an applicable usury law imposes a Maximum

Lawful Rate on the Obligations: (a) in no event shall the aggregate of all amounts that are or may be characterized as interest under

such law — including, to the extent (and only to the extent) so required, any fees, the Financing Repayment, or the Registration

Delay Payments exceed interest computed at the Maximum Lawful Rate; (b) to the fullest extent permitted by law, all such amounts shall

be amortized, prorated, allocated, and spread throughout the full term of the Loan (and any extension or renewal) so as to minimize the

effective rate of interest; and (c) any amount that would otherwise exceed the Maximum Lawful Rate shall automatically be reduced to

the Maximum Lawful Rate, and any excess theretofore collected shall be applied to reduce principal or, if no principal then remains outstanding,

refunded to the BORROWER. This Section controls over any conflicting provision of the Security Documents and is not a representation

by the LENDER that any rate is lawful under any law.

2.6

BUSINESS PURPOSE; WAIVER OF USURY DEFENSES. The BORROWER represents that the Loan is obtained solely for business and commercial

purposes and not for personal, family, or household purposes. To the fullest extent permitted by applicable law, the BORROWER waives

any defence, claim, or right based on usury (whether civil or criminal) and agrees not to assert that the Interest or any other charge

hereunder is or may be usurious.

2.7

METHOD OF PAYMENT. The LENDER shall fund by wire transfer of United States Dollars to the account in ATTACHMENT A. The BORROWER shall

make all payments in cash by wire transfer to the account in ATTACHMENT B, without setoff, counterclaim, or deduction (except as required

by Section 2.11).

2.8

MANDATORY PREPAYMENTS. The BORROWER shall prepay the Obligations: (a) upon receiving the first net collections of revenues from sale

of any products and/or services for which the BORROWER shall receive funds from paying customers or clients (a “Revenue Event”);

or (b) with 100% of the net cash proceeds of any sale of assets outside the ordinary course of business. Upon occurrence of the first

Revenue Event, the BORROWER shall use the entire amount of such revenue, net of the portion of the revenues encumbered for the forbearance

agreement with Twain (and the comparable forbearance arrangement with the GNCU), to make a payment towards Loan Balance Due. If such

a payment is not sufficient to pay back the entire Loan Balance Due, then the BORROWER shall repeat the same procedure to make payment

towards Loan Balance Due from the second and all subsequent Revenue Events until the entire Loan Balance Due is paid. The Parties acknowledge

and understand that the first Revenue Event is expected to occur in July, 2026 with each subsequent Revenue Event expected to be two

weeks apart from the previous Revenue Event.

2.9

OPTIONAL PREPAYMENT. The BORROWER may prepay the outstanding principal in whole or in part at any time without premium or penalty,

together with Interest accrued to the date of prepayment. No unearned or minimum interest shall be payable in respect of amounts prepaid.

2.10

FEES. The BORROWER shall pay the LENDER a non-refundable commitment fee of 500,000 shares of common stock of the BORROWER (the “Commitment

Shares”), earned upon execution of this Agreement. The Commitment Shares shall be registered on the next registration statement

filed by the BORROWER either on a form S-1 or an S-3.

2.11

TAXES; WITHHOLDING GROSS-UP. All payments shall be made free and clear of, and without deduction for, any taxes, except as required

by law. If the BORROWER is required to deduct or withhold any tax (including U.S. withholding tax on interest paid to a non-U.S. lender),

the sum payable shall be increased so that, after all required deductions, the LENDER receives an amount equal to that which it would

have received had no deduction been made (a gross-up).

2.12

WARRANT. NONE.

ARTICLE

III: CONDITIONS PRECEDENT TO FUNDING

The

LENDER’s obligation to fund is subject to satisfaction (or written waiver by the LENDER) of each of the following:

(a) this

Agreement, form of promissory note, and each other Security Document, duly executed by the

BORROWER;

(b) as

a continuing obligation under this Agreement, the BORROWER shall, within five (5) business

days of the date of this Agreement, irrevocably reserve with its transfer agent 5,000,000

shares of its authorized and unissued common stock (the “Reserved Shares”)

exclusively for Penalty of Default Shares. The Reserved Shares shall be maintained by the

transfer agent and shall not be issued, pledged, committed, reserved for any other purpose,

or otherwise encumbered without the prior written consent of the LENDER, unless and until

this requirement is released in writing by the LENDER. The Reserved Shares are to be issued

to the LENDER immediately upon occurrence of an Event of Default. The Company shall instruct

its transfer agent in writing to maintain the Reserved Shares and shall provide the LENDER

with written confirmation from the transfer agent that such reservation has been established

and will remain in effect until all obligations under the Loan Documents have been fully

satisfied or the LENDER otherwise consents in writing to the release of the Reserved Shares.

resolutions of the board of directors of the BORROWER authorizing the transactions and the

issuance of the Penalty of Default Shares;

(d) good

standing certificates and an officer’s certificate certifying organizational documents

and the accuracy of the representations and warranties in all material respects;

(e) such

other documents as the LENDER reasonably requests.

ARTICLE

IV: SECURITY INTEREST AND GUARANTY

4.1

GRANT OF SECURITY INTEREST. To secure the prompt payment and performance of the Obligations, the BORROWER hereby grant to the LENDER

a continuing first-priority security interest in and lien upon all of their respective right, title, and interest in the following, whether

now owned or hereafter acquired (collectively, the “Collateral”): (a) all inventory, including sustainable

aviation fuel, renewable diesel, naphtha, feedstock, and finished and in-process product; (b) all accounts and payment intangibles, including

all receivables under offtake and supply agreements; (c) all Environmental Attributes; (d) all deposit accounts and securities accounts

and the funds and financial assets therein; (e) all equipment, fixtures, and general intangibles; (f) all chattel paper, instruments,

documents, letter-of-credit rights, and commercial tort claims; and (g) all products, proceeds, accessions, and supporting obligations

of the foregoing. Notwithstanding anything herein to the contrary, the Collateral shall not include Excluded Collateral.

4.2

PENALTY OF DEFAULT SHARES. as a continuing obligation under this Agreement, the BORROWER shall, within five (5) business days of

the date of this Agreement, irrevocably reserve with its transfer agent 5,000,000 shares of its authorized and unissued common

stock (the “Reserved Shares”) exclusively for Penalty of Default Shares. The Reserved Shares shall be maintained

by the transfer agent and shall not be issued, pledged, committed, reserved for any other purpose, or otherwise encumbered without the

prior written consent of the LENDER, unless and until this requirement is released in writing by the LENDER. The Reserved Shares are

to be issued to the LENDER immediately upon occurrence of an Event of Default. The Company shall instruct its transfer agent in writing

to maintain the Reserved Shares and shall provide the LENDER with written confirmation from the transfer agent that such reservation

has been established and will remain in effect until all obligations under the Loan Documents have been fully satisfied or the LENDER

otherwise consents in writing to the release of the Reserved Shares. Upon issuance, the Penalty of Default Shares shall be registered

in the BORROWER’s next registration statement either on form S-1 or S-3.

4.3

COLLATERAL MAINTENANCE; TOP-UP. Not Applicable.

4.4

PERFECTION; FURTHER ASSURANCES. The BORROWER authorize the LENDER to file all UCC financing statements and shall execute and deliver

such Control Agreements, account designations, transfer-agent instructions, and other documents, and take such further actions, as the

LENDER reasonably requests to create, perfect, and maintain a first-priority perfected security interest in the Collateral and the Penalty

of Default Shares.

4.5

NEGATIVE PLEDGE; PRIORITY. Except for Permitted Liens, the BORROWER shall not create, incur, or permit any lien on, or sell or transfer,

any Collateral. The LENDER’s liens shall be senior to all other liens other than Permitted Liens expressly identified as senior

in the company’s public filings or on Schedule 2. The BORROWER shall use commercially reasonable efforts to obtain a subordination

or intercreditor agreement from any existing secured creditor whose lien would otherwise rank ahead of the LENDER’s lien on the

Collateral.

4.6

REMEDIES. Upon an Event of Default, the LENDER may exercise all rights and remedies of a secured party under the UCC and the Security

Documents, including taking possession of, collecting, and selling the Collateral and the Penalty of Default Shares (by public or private

sale, subject to applicable securities laws), and applying the proceeds to the Obligations. The BORROWER acknowledges that a private

sale of the Penalty of Default Shares effected in compliance with securities laws is commercially reasonable. All remedies are cumulative.

ARTICLE

V: REGISTRATION RIGHTS AND CURRENT INFORMATION

5.1

MANDATORY REGISTRATION. The BORROWER shall prepare and file with the SEC a registration statement covering the resale of all Registrable

Securities (a “Registration Statement”) no later than fifteen (15) days after the BORROWER’S registration

statement on Form S-4 related to the BCA (as defined below) has been declared effective (the “Filing Deadline”),

and shall use its best efforts to cause such Registration Statement to be declared effective no later than sixty (60) days after the

funding date (or, if reviewed by the SEC, ninety (90) days) (the “Effectiveness Deadline”), and to keep it

effective until all Registrable Securities are Free Trading or sold.

5.2

REGISTRATION DELAY PAYMENTS. If (a) the Registration Statement is not filed by the Filing Deadline or declared effective by the Effectiveness

Deadline, or (b) the Registrable Securities are not otherwise Free Trading by the Effectiveness Deadline, then, as partial liquidated

damages and not as a penalty, the BORROWER shall pay the LENDER an amount equal to one and one-half percent (1.5%) of the Loan Face Amount

for each thirty (30)-day period (pro-rated for partial periods) during which such failure continues (the “Registration Delay

Payments”), subject to an aggregate cap of twelve percent (12.0%) of the Loan Face Amount. The Parties agree that actual

damages from delay would be difficult to ascertain and that this measure is a reasonable estimate thereof. The Registration Delay Payments

are in lieu of, and not in addition to, any fixed monthly charge tied to the registration of the shares.

5.3

CURRENT PUBLIC INFORMATION. The BORROWER shall (a) cure all delinquencies in its SEC reporting and file all reports required under

the Exchange Act on a timely basis, and (b) otherwise satisfy the current public information requirement of Rule 144(c), in each case

so as to make and keep Rule 144 available for the Registrable Securities. The BORROWER acknowledges that Rule 144 is unavailable while

it is delinquent in its periodic reporting and, as a former shell company, may be subject to additional Rule 144 conditions.

5.4

LEGEND REMOVAL. Promptly upon the Registrable Securities becoming eligible for resale under an effective Registration Statement or

Rule 144, the BORROWER shall, at its expense, cause a legal opinion to be delivered to its transfer agent to remove all restrictive legends

and deliver the shares in book-entry form to the buyer of such Registrable Securities upon the resale of such Registrable Securities

in accordance with the Registration Statement or Rule 144, as applicable.

5.5

DEFINITION OF DELIVERY OBJECTIVE. The BORROWER’s obligations under this Article are satisfied with respect to any shares only

when such shares are Free Trading and have been deposited, unlegended and in book-entry form, in the account designated by the LENDER.

ARTICLE

VI: REPRESENTATIONS AND WARRANTIES OF THE BORROWER

The

BORROWER represents and warrants, as of the date hereof and the funding date:

6.1

ORGANIZATION; AUTHORITY. The Borrower is duly organized, validly existing, and in good standing under the laws of its jurisdiction

(the BORROWER under Delaware law), and has full power and authority to execute, deliver, and perform the Security Documents, which constitute

valid and binding obligations enforceable in accordance with their terms.

6.2

NO CONFLICTS; CONSENTS. The execution, delivery, and performance do not violate any organizational document, law, or material agreement,

and, except for filings to perfect the liens and to register the Registrable Securities and any required Nasdaq or shareholder approvals

expressly disclosed, require no consent that has not been obtained.

6.3

SEC DOCUMENTS. Except as disclosed in the company’s public filings or on Schedule 2, the BORROWER has timely filed all reports

required under the Securities Act and the Exchange Act (the “SEC Documents”); the BORROWER discloses that it

is currently delinquent in certain periodic filings and is subject to Nasdaq continued-listing notices, the status of which is described

in the company’s public filings or on Schedule 2. The financial statements in the SEC Documents comply in all material respects

with U.S. GAAP and fairly present the BORROWER’s financial position.

6.4

TITLE; LIENS. The Borrower owns the Collateral free of liens other than Permitted Liens, and upon filing of the UCC financing statements

and execution of the Control Agreements, the LENDER will have a first-priority perfected security interest in the Collateral, subject

only to Permitted Liens expressly identified as senior in the company’s public filings or on Schedule 1.

6.5

PENALTY OF DEFAULT SHARES. The Penalty of Default Shares, when issued and delivered, will be duly authorized, validly issued, fully

paid, non-assessable, and free of pre-emptive rights and liens other than the LENDER’s, and all approvals required for their issuance

will have been obtained.

6.6

LITIGATION. There are no material actions, suits, or investigations pending or threatened that would have a Material Adverse Effect,

except as disclosed in the company’s public filings or on Schedule 2.

ARTICLE

VII: COVENANTS

7.1

AFFIRMATIVE COVENANTS. So long as any Obligations remain outstanding, the BORROWER shall: (a) deliver to the LENDER all SEC filings,

and quarterly and annual financial statements; (b) promptly notify the LENDER of any default, Material Adverse Effect, or Nasdaq or SEC

notice; (c) maintain insurance with the LENDER named as loss payee/additional insured; (d) maintain corporate existence, properties,

and all material permits; (e) use best efforts to maintain the listing of the Class A Common Stock on Nasdaq and to cure any delinquency

or deficiency; (f) maintain in full force the business combination agreement among the BORROWER, DevvStream, and the other parties thereto

(the “BCA”), and promptly notify the LENDER of any default thereunder or amendment thereto; and (g) execute such further

assurances as the LENDER reasonably requests.

7.2

NEGATIVE COVENANTS. So long as any Obligations remain outstanding, neither the BORROWER shall, without the LENDER’s prior written

consent: (a) incur indebtedness ranking senior to or pari passu with the Obligations (other than Permitted Indebtedness); (b) create

or permit any lien on the Collateral other than Permitted Liens; (c) sell or transfer assets outside the ordinary course; (d) declare

or pay dividends or make other restricted payments; (e) effect any change of control; (f) amend the BCA or its organizational documents

in a manner adverse to the LENDER; or (g) use the Loan proceeds other than for working capital and the transactions contemplated by the

BCA.

ARTICLE

VIII: EVENTS OF DEFAULT

8.1

Each of the following is an “Event of Default”:

i. NON-PAYMENT.

failure to pay any amount when due. Failure to pay Loan Balance Due upon occurrence of

Revenue Events. Failure to advance the entire proceeds from all Revenue Events net of the

portion encumbered for the forbearance agreement with Twain (and the comparable forbearance

arrangement with GNCU) until the entire Loan Balance Due is paid.

ii. BREACH

OF COVENANT. failure to comply with any covenant or obligation (including the Coverage

Ratio, perfection, registration, and listing covenants).

iii. MISREPRESENTATION.

any representation or warranty proves incorrect in any material respect when made (a

“Misrepresentation”), provided that such Misrepresentation has had, or could

reasonably be expected to have, a Material Adverse Effect on the Borrower, and except to

the extent that (1) Lender has suffered no unreimbursed loss on account of such Misrepresentation,

nor has the same resulted in a Material Adverse Effect on Lender or Borrower or under this

Agreement, (2) such Misrepresentation was unintentional and otherwise not known to Borrower

to be false or misleading when made, and (3) such Misrepresentation can be cured (meaning

that the facts and circumstances underlying the applicable Misrepresentation can be changed

such that the applicable representation made will be true and correct) and is diligently

and expeditiously cured in connection herewith (provided that such cure must be completed

within thirty (30) days, unless the same may be cured by payment of money, in which case

the same must be completed within ten (10) days)

iv. COLLATERAL/PERFECTION

FAILURE. any Security Document ceases to be in full force, or the LENDER ceases to have

a first-priority perfected security interest in or control over any material Collateral or

the Pledged Shares.

v. REGISTRATION

FAILURE. the Registrable Securities are not Free Trading within thirty (30) days after

the Effectiveness Deadline (beyond which the Registration Delay Payments shall continue to

accrue subject to the cap).

vi. CROSS-DEFAULT.

any default under other indebtedness of the Borrower permitting acceleration, or any

material default or termination under the BCA or any material offtake or financing agreement.

vii. INSOLVENCY;

BANKRUPTCY. insolvency, assignment for the benefit of creditors, or any bankruptcy or

similar proceeding not dismissed within thirty (30) days; provided that a going-concern qualification

alone shall not be an admission of insolvency.

viii. JUDGMENTS.

an unsatisfied or unstayed money judgment in excess of US$50,000 for thirty (30) days,

that are no longer subject to appeal, and that are not currently disclosed in the company’s

public filings.

ix. CHANGE

OF CONTROL. any change of control without the LENDER’s consent.

x. MATERIAL

ADVERSE EFFECT. any event that has, in the LENDER’s reasonable discretion, a Material

Adverse Effect on the ability to perform the Obligations or on the value of the Collateral.

A Material Adverse Effect is: not having a Revenue Event in the month of July, 2026.

A Material Adverse Effect is: not having Revenue Events once every two weeks after the first

Revenue Event in July, 2026.

xi. NASDAQ

DELISTING-LATE FILING OF SEC FILINGS. the Class A Common Stock is delisted, suspended,

or subject to a delisting determination by Nasdaq or its principal market. BORROWER fails

to be current with SEC filings.

8.2

The BORROWER shall have fifteen (15) days to cure a monetary default and twenty (20) days to cure a non-monetary default capable of cure

(the “Cure Period”); defaults under clauses (iv), (vi), (vii), and (ix), require no cure period. Upon an uncured

Event of Default, the LENDER may, by notice, declare the Default Payment Amount immediately due and payable, with Default Interest, and

exercise all rights under Article IV and applicable law. Remedies are cumulative, and the LENDER shall be entitled to specific performance

of the registration, perfection, and top-up covenants.

ARTICLE

IX: MISCELLANEOUS

9.1

GOVERNING LAW; JURISDICTION; JURY WAIVER. This Agreement and the other Security Documents are governed by, and shall be construed

in accordance with, the laws of the State of California, without regard to conflicts-of-law principles.

9.2

ASSIGNMENT. The LENDER may assign or participate any of its rights or obligations without the BORROWER’s consent. The BORROWER

may not assign any rights or obligations without the LENDER’s prior written consent.

9.3

ENFORCEMENT COSTS. The BORROWER shall pay all of the LENDER’s costs of enforcement, including reasonable attorneys’ fees

(“Enforcement Costs”), which shall be added to the Obligations and bear Default Interest.

9.4

NOTICES. Notices shall be in writing and delivered to the addresses in ATTACHMENT C (or as updated by notice).

9.5

ENTIRE AGREEMENT; AMENDMENTS. The Security Documents contain the entire agreement and supersede prior understandings. No amendment

or waiver is effective unless in a writing signed by the Party against whom it is enforced.

9.6

COUNTERPARTS; ELECTRONIC SIGNATURE. This Agreement may be executed in counterparts and by electronic signature (PDF, DocuSign, or

AdobeSign), each having the same effect as an original.

9.7

SEVERABILITY. If any provision is held unenforceable, the remainder shall continue in effect, provided that no severance shall materially

reduce the economic benefit to the LENDER.

9.8

PUBLICITY. No Party shall issue any press release regarding the transactions without the other’s prior consent, except as required

by law or exchange rules.

WITNESS WHEREOF, the Parties have executed this Secured Bridge Loan and Security Agreement as of the date first written above.

BORROWER:

XCF Global, Inc.

By:

/s/

Chris Cooper

Name:

Chris

Cooper

Title:

CEO

Date:

7/16/2026

LENDER:

Hollywood Horizons, Inc.

By:

/s/

Jacques Tizabli

Name:

Jacques

Tizabi

Title

President

Date:

7/16/2026

ATTACHMENT

A: BORROWER BANK WIRE INSTRUCTIONS- Omitted

ATTACHMENT

B: LENDER BANK WIRE INSTRUCTIONS-Omitted

ATTACHMENT

C: NOTICE ADDRESSES

to the BORROWER:

XCF

Global, Inc. 3040 Post Oak Blvd., 18th Floor, Suite 164, Houston, Texas,

2500

CityWest Blvd, Suite 150-138, Houston, TX 77056

ATTN:

Harvey Schnitzer, e-mail: h.schnitzer@xcf.global

to the LENDER:

Hollywood

Horizons, Inc.

Jacques

Tizabi

President

JTizabi@BrownStoneCapital.net

EXHIBITS

Omitted

EX-10.2

Filename: ex10-2.htm · Sequence: 4

Exhibit

10.2

Execution

Version

WARRANT

PURCHASE AGREEMENT

This

WARRANT PURCHASE AGREEMENT (this “Agreement”) is dated as of July 17, 2026, by and among XCF GLOBAL, INC.,

a Delaware corporation (the “Company”), and GL PART SPV II, LLC, a limited liability company organized and

existing under the laws of the State of Wyoming (“Investor”).

WHEREAS,

the Company and Investor are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded

by Section 4(a)(2) of the Securities Act;

WHEREAS,

the Company desires to sell to Investor, and Investor desires to purchase from the Company, upon the terms and subject to the conditions

stated in this Agreement a “Common Stock Purchase Warrant” to purchase 6,891,798 shares of the Company’s Class A Common

Stock, par value $0.0001 per share (the “Common Stock”) substantially in the form attached hereto as Exhibit A

(the “Initial Warrant”);

WHEREAS,

subject to the terms of this Agreement, the Company desires to sell to Investor, at Investor’s sole and absolute discretion, up

to ninety-nine million dollars ($99,000,000) of additional warrants with terms substantially identical to the Initial Warrant (each an

“Additional Warrant” and, collectively, the “Additional Warrants”) to purchase Common Stock on

any one or more of the following dates: July 31, 2026, August 31, 2026, September 30, 2026, October 30, 2026, November 30, 2026, December

31, 2026 and such other dates prior to December 31, 2026 as are mutually agreed by the Company and Investor (the “Additional

Purchase Dates” and each an “Additional Purchase Date”).

WHEREAS,

contemporaneously with the sale of the Initial Warrant, the parties hereto will execute and deliver a Registration Rights Agreement,

substantially in the form attached hereto as Exhibit B, pursuant to which the Company will agree to provide certain registration

rights under the Securities Act in respect of the Initial Warrant and the Additional Warrants (collectively, the “Warrants”)

and the Warrant Shares (as defined below).

NOW

THEREFORE, in consideration of the mutual agreements, representations, warranties and covenants herein contained, the Company and

Investor agree as follows:

Definitions. As used in this Agreement, the following terms shall have the following respective meanings:

“Additional

Purchase Dates” and “Additional Purchase Date” have the meaning set forth in the recitals.

“Additional

Warrant Purchase Amount” means the aggregate dollar amount specified in the applicable Additional Warrant Purchase Notice.

“Additional

Warrant Purchase Price” has the meaning set forth in Section 2.2(b).

“Additional

Warrant Shares” has the meaning set forth in Section 3.2.

“Additional

Warrants” and “Additional Warrants” has the meaning set forth in the recitals.

“Additional

Warrant Closing “ has the meaning set forth in Section 2.2(b).

“Additional

Warrant Closing Date” has the meaning set forth in Section 2.2(b).

“Additional

Warrant Purchase Notice” has the meaning set forth in Section 2.1(b).

“Affiliate”

means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediates, controls, is controlled

by or is under common control with such Person.

“Agreement”

has the meaning set forth in the recitals.

“Amended

and Restated Bylaws” means the Bylaws of the Company, as currently in effect.

“Amended

and Restated Certificate of Incorporation” means the Certificate of Incorporation of the Company, as currently in effect.

“Board

of Directors” means the board of directors of the Company.

“Business

Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day

on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.

“Common

Stock” has the meaning set forth in the recitals.

“Company”

has the meaning set forth in the recitals.

“Disclosure

Document” has the meaning set forth in Section 5.7.

“Exchange

Act” means the U.S. Securities Exchange Act of 1934, as amended, and all of the rules and regulations promulgated thereunder.

“GAAP”

has the meaning set forth in Section 3.4.

“Initial

Warrant Purchase Price” has the meaning set forth in Section 2.1(a).

“Initial

Closing” has the meaning set forth in Section 2.2(a).

“Initial

Closing Date” has the meaning set forth in Section 2.2(a).

“Initial

Warrant” has the meaning set forth in the recitals.

“Initial

Warrant Shares” means the 6,891,798 shares of Common Stock initially purchasable upon exercise of the Initial Warrant, subject

to the adjustment pursuant to the terms of Initial Warrant, subject to adjustment as set forth in the Initial Warrant.

“Investor”

has the meanings set forth in the recitals.

“Material

Adverse Effect” means any change, event, circumstance, development, condition, occurrence or effect that, individually or in

the aggregate, (a) was, is, or would reasonably be expected to be, materially adverse to the business, financial condition, properties,

assets, liabilities, stockholders’ equity or results of operations of the Company and its subsidiaries, taken as a whole, or (b)

materially delays or materially impairs the ability of the Company to comply, or prevents the Company from complying, with its obligations

under this Agreement, the other Transaction Agreements, or with respect to Initial Closing or any Additional Warrant Closing, or would

reasonably be expected to do so.

“Nasdaq”

means the Nasdaq Stock Market LLC.

“National

Exchange” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the

date in question, together with any successor thereto: the NYSE American, The New York Stock Exchange, The Nasdaq Global Market, The

Nasdaq Global Select Market and The Nasdaq Capital Market.

“Person”

means an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated

association, joint venture, any governmental entity or any department or agency thereof or any other entity or organization.

“Price

Per Warrant Share” has the meaning set forth in Section 2.1(b).

“Pricing

Date” means the Trading Day immediately preceding the applicable Additional Purchase Date.

“Registration

Rights Agreement” has the meaning set forth in Section 6.1(h).

“Rule

144” means Rule 144 promulgated by the SEC pursuant to the Securities Act, as such Rule may be amended from time to time, or

any similar rule or regulation hereafter adopted by the SEC having substantially the same effect as such Rule.

“SEC”

means the U.S. Securities and Exchange Commission.

“SEC

Reports” has the meaning set forth in Section 3.4.

“Securities

Act” means the U.S. Securities Act of 1933, as amended, and all of the rules and regulations promulgated thereunder.

“Short

Sales” include, without limitation, (a) all “short sales” as defined in Rule 200 promulgated under Regulation SHO

under the Exchange Act, whether or not against the box, and all types of direct and indirect stock pledges, forward sale contracts, options,

puts, calls, short sales, swaps, “put equivalent positions” (as defined in Rule 16a-1(h) under the Exchange Act) and similar

arrangements (including on a total return basis), and (b) sales and other transactions through non-U.S. broker dealers or non-U.S. regulated

brokers (but shall not be deemed to include the location and/or reservation of borrowable shares of Common Stock).

“Trading

Day” means any day on which the Common Stock is traded on the Nasdaq, or, if the Nasdaq is not the principal trading market

for the Common Stock, then on the principal securities exchange or securities market on which the Common Stock is then traded; provided

that “Trading Day” shall not include any day on which the Common Stock is scheduled to trade on such exchange or market for

less than 4.5 hours or any day that the Common Stock is suspended from trading during the final hour of trading on such exchange or market

(or if such exchange or market does not designate in advance the closing time of trading on such exchange or market, then during the

hour ending at 4:00:00 p.m., New York time)

“Transaction

Agreements” means this Agreement, the Warrants, and the Registration Rights Agreement.

“Transfer

Agent” means, with respect to the Common Stock, Continental Stock Transfer & Trust Company or such other financial institution

that provides transfer agent services as the Company may engage from time to time.

“VWAP”

means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed

or quoted on a National Exchange, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding

date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day

from 9:30 a.m. (New York City time) to 4:00 p.m. (New York City time)), (b) if the Common Stock is not then listed or quoted for trading

on a National Exchange and if prices for the Common Stock are then reported in the OTC Pink published by OTC Markets Group, Inc. (or

a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common

Stock so reported, or (c) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser

selected in good faith by the Investor and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the

Company.

“Warrant

Shares” has the meaning set forth in Section 3.2.

“Warrants”

has the meaning set forth in the recitals.

Purchase and Sale of Warrants.

2.1

Purchase and Sale.

(a)

Initial Warrant. On the Initial Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees

to sell, and Investor agrees to purchase the Initial Warrant for a purchase price of one million dollars ($1,000,0000) (the “Initial

Warrant Purchase Price”), which has been determined as set forth in Section 2.1(b).

(b)

Option of Investor to Purchase Additional Warrants. At the sole discretion of Investor and upon the terms and subject to conditions

set forth herein, Investor may purchase up to $10 million of Additional Warrants on any Additional Purchase Date and up to ninety-nine

million dollars ($99,000,000) in the aggregate on Additional Purchase Dates by providing notice to the Company not less than five (5)

Business Days prior to the applicable Additional Purchase Date in substantially the form set forth on Exhibit C (the “Additional

Warrant Purchase Notice”). Subject to Section 2.1(c), the purchase price for each Additional Warrant expressed as a

price per Warrant Share underlying each Additional Warrant (“Price Per Warrant Share”) shall be determined as of each

Pricing Date by using the following formula:

= C(S, $2.50, T; q) – (2.50/15.00)·C(S, $15.00, T; q)

Where:

= purchase price per Warrant Share underlying each Additional Warrant.

= the Black–Scholes value of a European call on the Common Stock and the call-spread expression is the parties’ agreed valuation

convention for the American-style, cashless / net-share-settled Warrant under the no-expected-dividend assumption, in case using the

“σ” and “r” values referenced below.

= the arithmetic average of the daily VWAPs of the Common Stock for the ten (10) Trading Days ending on (and including) the Pricing Date.

= the number of years from the applicable issue date to the Termination Date (as defined in such Additional Warrant) of such Additional

Warrant

= the annualized historical volatility of the Common Stock over the ninety (90) Trading Days ending on the Pricing Date (subject to a

floor of 75% and a cap of 150%).

= the most recently published 3-year U.S. Treasury constant-maturity yield available as of the calculation time.

= the expected dividend yield, assumed to be zero unless otherwise agreed by the Calculation Agent based on declared or reasonably expected

dividends or distributions.

All

dollar amounts shall be rounded to the nearest one-one hundredth (1/100th) of a cent. The number of Additional Warrant Shares

shall equal the applicable Additional Warrant Purchase Amount divided by W, rounded down to the nearest whole share, and the aggregate

purchase price shall equal W multiplied by such number of Additional Warrant Shares.

For

the avoidance of doubt, the Additional Warrant Shares so determined are the gross underlying Warrant Shares (Y in the cashless exercise

formula), and the number of shares actually issued upon exercise shall be “X” as determined under the cashless exercise formula

set forth in Section 2(d) of each Additional Warrant. All amounts hereunder shall be reasonably determined by Investor in writing and

shall be reasonably confirmed the Company in writing, and, after such confirmation, shall be final and binding for closing purposes.

The applicable Additional Warrant Purchase Notice shall specify the Additional Warrant Purchase Amount and the target Additional Purchase

Date.

(c)

Limitation on Number of Warrant Shares Underlying Additional Warrants and Minimum Price Per Warrant Share. Notwithstanding anything

to the contrary herein, in no event shall (i) the number of Warrant Shares underlying all Warrants purchased hereunder exceed fifty million

(50,000,000) and (ii) the Price Per Warrant Share paid for an Additional Warrant be less than $0.10.

2.2

Closings.

(a)

Initial Closing. Subject to the satisfaction or waiver of the conditions set forth in Section 6 of this Agreement, the

closing of the purchase and sale of the Initial Warrant (the “Initial Closing”) shall occur remotely via the exchange

of documents and signatures on July 31, 2026 Agreement or such other date as agreed to by the Company and Investor (the “Initial

Closing Date”). At the Initial Closing, the Initial Warrant shall be issued and delivered to Investor, or in such nominee name(s)

as designated by Investor, representing the right to purchase the Initial Warrant Shares at an exercise price of $2.50 (subject to adjustment

pursuant to the terms of the Series Warrant), against payment to the Company of the Initial Warrant Purchase Price in full, by wire transfer

to the Company of immediately available funds, at or prior to the Initial Closing, in accordance with wire instructions provided by the

Company to Investor at least one Business Day prior to the Initial Closing. In the event that the Initial Closing has not occurred within

one Business Day after the Initial Closing Date, unless otherwise agreed by the Company and Investor, the Company shall promptly (but

no later than one Business Day thereafter) return the previously wired Initial Warrant Purchase Price to Investor by wire transfer of

United States dollars in immediately available funds to the account specified by Investor; provided that, unless this Agreement

has been terminated pursuant to Section 7, such return of funds shall not terminate this Agreement or relieve Investor of its

obligation to purchase, or the Company of its obligation to issue and sell, the Initial Warrant at the Initial Closing.

(b)

Additional Warrant Closings. Subject to the satisfaction or waiver of the conditions set forth in Section 6 of this Agreement,

each closing of the purchase and sale of the an Additional Warrant (each an “Additional Warrant Closing”) shall occur

remotely via the exchange of documents and signatures on the applicable Additional Purchase Date (each an “Additional Warrant

Closing Date”). At each Additional Warrant Closing, the Additional Warrant shall be issued and delivered to Investor, or in

such nominee name(s) as designated by Investor, representing the right to purchase Additional Warrant Shares at an exercise price of

$2.50 (subject to adjustment pursuant to the terms of the Additional Warrant), in each case against payment to the Company of the purchase

price therefor (the “Additional Warrant Purchase Price”) in full, by wire transfer to the Company of immediately available

funds, at or prior to the Additional Warrant Closing, in accordance with wire instructions provided by the Company to Investor at least

one Business Day prior to such Additional Warrant Closing. In the event that an Additional Warrant Closing has not occurred within one

Business Day after the applicable Additional Warrant Closing Date, unless otherwise agreed by the Company and Investor, the Company shall

promptly (but no later than one Business Day thereafter) return the previously wired Additional Warrant Purchase Price to Investor by

wire transfer of United States dollars in immediately available funds to the account specified by Investor; provided that, unless

this Agreement has been terminated pursuant to Section 7, such return of funds shall not terminate this Agreement or relieve Investor

of its obligation to purchase, or the Company of its obligation to issue and sell, the Additional Warrant at the Additional Warrant Closing.

Representations and Warranties of the Company. The Company represents and warrants to Investor that the statements contained in

this Section 3 are true and correct as of the date of this Agreement, as of the Initial Closing Date and as of each Additional

Warrant Closing Date (if any), in each case, except as to any representations and warranties that specifically relate to an earlier date:

3.1

The Company is a corporation duly organized, validly existing and in good standing under the laws of the Delaware and has the requisite

corporate power and capacity to own, lease and operate its properties and to carry on its business as now being conducted. Each of the

Company’s subsidiaries is duly incorporated or organized, as the case may be, and validly existing and in good standing (to the

extent such concept exists in such subsidiary’s home jurisdiction) under the laws of the jurisdiction of its incorporation or organization,

as the case may be, and has the requisite power and authority to carry on its business as now conducted and to own or lease its properties.

3.2

Each of Transaction Agreements have been (or will be prior to execution) duly authorized, validly executed and delivered by the Company

and shall constitute the legal, valid and binding obligations of the Company enforceable against the Company in accordance with its terms,

except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other

laws relating to or affecting the rights of creditors generally, or (ii) principles of equity, whether considered at law or equity. The

Company has all requisite power and authority to enter into the Transaction Agreements and to carry out and perform its obligations under

the terms of the Transaction Agreements, including the issuance and sale of (a) the Warrants, (b) the Initial Warrant Shares and (c)

the shares of Common Stock issuable upon the exercise of any Additional Warrants (the “Additional Warrant Shares”

and, together with the Initial Warrant Shares, the “Warrant Shares”). All action on the part of the Company, its officers,

directors and shareholders necessary for the authorization of the Warrant Shares, the authorization, execution, delivery and performance

of the Transaction Agreements and the consummation of the transactions contemplated thereby, including the issuance and sale of the Warrants

and the Warrant Shares, has been taken, except, with respect to having sufficient authorized shares of Common Stock for issuance upon

exercise of Additional Warrant Shares, all required actions with respect to having sufficient authorized shares of Common Stock for the

issuance of Additional Warrant Shares, will be taken prior to the issuance of each Additional Warrant.

3.3

The Initial Warrant Shares have been (and prior to the applicable Additional Warrant Closing Date, the Additional Warrant Shares shall

be) duly and validly authorized and reserved for issuance and, upon issuance pursuant to the terms of the Warrants against full payment

therefor in accordance with the terms of the Warrants, will be duly and validly issued, fully paid and non-assessable and will be issued

free and clear of any liens or other restrictions (other than those as provided in the Transaction Agreements or restrictions on transfer

under applicable state and federal securities laws), and the holder of the Warrant Shares shall be entitled to all rights accorded to

a holder of Common Stock.

3.4

A copy of each form, report, statement, schedule, proxy and other document filed by the Company with the SEC on or prior to the Initial

Closing Date and, as applicable, each Additional Warrant Closing Date (collectively, the “SEC Reports”) is available

to Investor (including via the SEC’s EDGAR system). As of their respective filing dates, all SEC Reports complied in all material

respects with the requirements of the Exchange Act. None of the SEC Reports filed under the Exchange Act (except to the extent that information

contained in any SEC Report has been superseded by a later timely filed SEC Report) contained, when filed or, if amended, as of the date

of such amendment with respect to those disclosures that are amended, any untrue statement of a material fact or omitted to state a material

fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made,

not misleading. The financial statements of the Company included in the SEC Reports, as applicable, comply in all material respects with

applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing,

or, if amended, as of the date of such amendment, and fairly present in all material respects the financial position of the Company as

of and for the dates thereof and the results of operations and cash flows for the periods presented, subject to (i) in the case of unaudited

statements, to normal, year-end audit adjustments, and such consolidated financial statements have been prepared in conformity with United

States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”)

(except as may be disclosed therein or in the notes thereto, and except that the unaudited financial statements may not contain all footnotes

required by GAAP), and (ii) changes to historical accounting policies of the Company in connection with any order, directive, guideline,

comment or recommendation from the SEC that is applicable to the Company. There are no outstanding or unresolved comments in comment

letters from the staff of the SEC with respect to any of the SEC Reports. For the avoidance of doubt, any restatement of the financial

statements of the Company and any amendments to previously filed SEC Reports or delays in filing SEC Reports, in connection with any

guidance from the SEC following the date of this Agreement, shall not be deemed to constitute a breach of this Section 3.4. Additionally,

for avoidance of doubt, any amendment or modification of any SEC Report (or any agreement filed as an exhibit to any SEC Report) from

its initial filing date in a subsequent filing shall not be deemed to constitute a breach of this Section 3.4.

3.5

The execution, delivery and performance by the Company of Transaction Agreements and the consummation by the Company of the transactions

contemplated hereby and thereby will not (i) result in a violation of the organizational documents of the Company, or (ii) conflict with,

or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any

rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company is a party,

or (iii) result in a violation of any law (including U.S. federal and state securities laws) applicable to the Company, except in the

case of clauses (ii) and (iii) above, for such conflicts, defaults, rights or violations which could not, individually or in the aggregate,

reasonably be expected to have a material adverse effect on the ability of the Company to perform its obligations hereunder.

3.6

Assuming the accuracy of Investor’s representations and warranties set forth in Section 4, no registration under the Securities

Act is required for the sale and issuance of the Warrants. The Warrants (i) were not offered to Investor by any form of general solicitation

or general advertising and (ii) are not being offered Investor in a manner involving a public offering under, or in a distribution in

violation of, the Securities Act, or any state or other applicable securities laws.

Representations and Warranties of Investor. Investor represents and warrants to the Company that the statements contained in this

Section 4 are true and correct as of the date of this Agreement, as of the Initial Closing Date and as of each Additional Warrant

Closing Date (if any):

4.1

Organization; Authority. Investor is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction

of its organization with the requisite power and authority to enter into and to consummate the transactions contemplated by this Agreement

and otherwise to carry out its obligations hereunder.

4.2

No Public Sale or Distribution. Investor is acquiring the Warrants for its own account and not with a view towards, or for resale

in connection with, the public sale or distribution thereof in violation of applicable securities laws, except pursuant to sales registered

or exempted under the Securities Act; provided, however, by making the representations herein, Investor does not agree, or make

any representation or warranty, to hold any of the Warrants for any minimum or other specific term and reserves the right to dispose

of the Warrants at any time in accordance with or pursuant to a registration statement or an exemption from registration under the Securities

Act. Investor does not presently have any agreement or understanding, directly or indirectly, with any Person to distribute any of the

Warrants in violation of applicable securities laws.

4.3

Accredited Investor Status. Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation

4.4

Reliance on Exemptions. Investor understands that the Warrants are being offered and sold to it in reliance on specific exemptions

from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the

truth and accuracy of, and Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings

of Investor set forth herein in order to determine the availability of such exemptions and the eligibility of Investor to acquire the

Warrants.

4.5

Information. Investor and its advisors, if any, have been furnished with all materials relating to the business, finances and

operations of the Company and materials relating to the offer and sale of the Warrants that have been requested by Investor. Investor

and its advisors, if any, have been afforded the opportunity to ask questions of the Company. Neither such inquiries nor any other due

diligence investigations conducted by Investor or its advisors, if any, or its representatives shall modify, amend or affect Investor’s

right to rely on the Company’s representations and warranties contained herein. Investor understands that its investment in the

Warrants involves a high degree of risk and hereby acknowledges reviewing the disclosure under the heading “Item 1A. Risk Factors”

in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 31, 2026 as such disclosure

was updated under the heading “Item 1A. Risk Factors” in the Company’s Form 10-Q for the quarter ended March 31, 2026

filed with the SEC on May 15, 2026. Investor has sought such accounting, legal and tax advice as it has considered necessary to make

an informed investment decision with respect to its acquisition of the Warrants.

4.6

No Governmental Review. Investor understands that no United States federal or state agency or any other government or governmental

agency has passed on or made any recommendation or endorsement of the Warrants or the fairness or suitability of the investment in the

Warrants nor have such authorities passed upon or endorsed the merits of the offering of the Warrants.

4.7

Transfer or Resale. Investor understands that: (i) the offer and sale of the Warrants and the Warrant Shares to Investor has not

been and will not be registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned

or transferred unless (A) subsequently registered thereunder, (B) Investor shall have delivered to the Company (if requested by the Company)

an opinion of counsel, in a form reasonably acceptable to the Company, to the effect that such Warrants or Warrant Shares to be sold,

assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) Investor provides

the Company with reasonable assurance that such Warrants or Warrant Shares can be sold, assigned or transferred pursuant to Rule 144;

and (ii) any certificates or book entry notations evidencing the Warrants or the Warrant Shares may bear one or more legends in substantially

the following form and substance:

“THE

SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),

OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED

OR ASSIGNED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT, (II) SUCH SECURITIES MAY BE SOLD

PURSUANT TO RULE 144, (III) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY

BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT, OR (IV) THE SECURITIES ARE TRANSFERRED WITHOUT CONSIDERATION TO AN AFFILIATE OF

SUCH HOLDER OR A CUSTODIAL NOMINEE (WHICH FOR THE AVOIDANCE OF DOUBT SHALL REQUIRE NEITHER CONSENT NOR THE DELIVERY OF AN OPINION).”

addition, the Warrants and the Warrant Shares may contain a legend regarding affiliate status of Investor, if applicable.

4.8

Validity; Enforcement. This Agreement and the Registration Rights Agreement have been duly and validly authorized, executed and

delivered on behalf of Investor and shall constitute the legal, valid and binding obligations of Investor enforceable against Investor

in accordance with their respective terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance,

reorganization, moratorium, liquidation or other laws relating to or affecting the rights of creditors generally, or (ii) principles

of equity, whether considered at law or equity.

4.9

No Conflicts. The execution, delivery and performance by Investor of this Agreement and the Registration Rights Agreement and

the consummation by Investor of the transactions contemplated by the Transaction Agreements thereby will not (i) result in a violation

of the organizational documents of Investor, or (ii) conflict with, or constitute a default (or an event which with notice or lapse of

time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of,

any agreement, indenture or instrument to which Investor is a party, or (iii) result in a violation of any law (including U.S. federal

and state securities laws) applicable to Investor, except in the case of clauses (ii) and (iii) above, for such conflicts, defaults,

rights or violations which could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the

ability of Investor to perform its obligations hereunder.

4.10

Residency. Investor’s residence (if an individual) or offices in which its investment decision with respect to the Warrants

was made (if an entity) are located at the address set forth in Section 8.1(b), except as otherwise communicated by Investor to

the Company.

4.11

Independent Evaluation. Investor confirms and agrees that (i) it has independently evaluated the merits of its decision to purchase

the Warrants, (ii) it has not relied on the advice of, or any representations by any placement agent or any affiliate thereof or any

of their respective representatives in making such decision.

4.12

Brokers and Finders. Investor has not retained, utilized or been represented by any broker or finder in connection with the transactions

contemplated by this Agreement whose fees the Company would be required to pay.

4.13

Acknowledgement of Risk. Investor acknowledges and understands that its investment in the Warrants involves a significant degree

of risk, including, without limitation, (i) the Company remains an early stage business with limited operating history and requires substantial

funds in addition to the proceeds from the sale of the Warrants; (ii) an investment in the Company is speculative, and only purchasers

who can afford the loss of their entire investment should consider investing in the Company and the Warrants; (iii) Investor may not

be able to liquidate its investment; (iv) transferability of the Warrants and the Warrant Shares is limited; (v) in the event of a disposition

of the Warrants, Investor could sustain the loss of its entire investment; and (vi) the Company has not paid any dividends on its Common

Stock since inception and does not anticipate the payment of dividends in the foreseeable future.

4.14

Certain Trading Activities. Other than consummating the transaction contemplated hereby, Investor has not, nor has any Person

acting on behalf of or pursuant to any understanding with Investor, directly or indirectly executed any purchases or sales, including

Short Sales, of the securities of the Company during the period commencing as of the time that Investor was first contacted by the Company

or any other Person regarding the transaction contemplated hereby and ending on the final Additional Purchase Date. Covenants.

4.15

Further Assurances. Each party agrees to cooperate with each other and their respective officers, employees, attorneys, accountants

and other agents, and, generally, do such other reasonable acts and things in good faith as may be necessary to effectuate the intents

and purposes of this Agreement, subject to the terms and conditions of this Agreement and compliance with applicable law, including taking

reasonable action to facilitate the filing of any document or the taking of reasonable action to assist the other parties hereto in complying

with the terms of this Agreement. Investor acknowledges that the Company will rely on the acknowledgments, understandings, agreements,

representations and warranties contained in this Agreement. Prior to the Initial Closing and any Additional Warrant Closing, Investor

agrees to promptly notify the Company if any of the acknowledgments, understandings, agreements, representations and warranties set forth

in Section 4 of this Agreement are no longer accurate.

4.16

DTC Eligibility of Warrants; Listing the Warrants on a Trading Market. The Company shall use commercially reasonable efforts to

make Warrants eligible for deposit with The Depository Trust Company and to list the Warrants on a National Exchange, such as the Nasdaq

or, if the Warrants are not eligible for trading on the Nasdaq or another National Exchange, the trading markets maintained by OTC Markets

Group Inc.

4.17

Integration. The Company shall not, and shall use its commercially reasonable efforts to ensure that no Affiliate of the Company

shall, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the

Securities Act) that will be integrated with the offer or sale of the Warrants in a manner that would require the registration under

the Securities Act of the sale of the Warrants to Investor, or that will be aggregated with the offer or sale of the Warrants for purposes

of the rules and regulations of any National Exchange such that it would require stockholder approval prior to the closing of such other

transaction unless stockholder approval is obtained before the closing of such subsequent transaction.

4.18

Removal of Legends.

(a)

In connection with any sale, assignment, transfer or other disposition of the Warrants or the Warrant Shares by Investor pursuant to

Rule 144 or pursuant to any other exemption under the Securities Act such that the purchaser acquires freely tradable shares and upon

compliance by Investor with the requirements of this Agreement, if requested by Investor by notice to the Company, the Company shall

request the transfer agent of its Common Stock to remove any restrictive legends related to the book entry account holding such shares

and make a new, unlegended entry for such book entry shares sold or disposed of without restrictive legends as soon as reasonably practicable

following any such request therefor from Investor, provided that the Company has timely received from Investor customary representations

and other documentation reasonably acceptable to the Company in connection therewith. The Company shall be responsible for the fees of

its transfer agent and its legal counsel associated with such legend removal.

(b)

Anytime following the one-year anniversary of the issuance of Warrants and provided that Investor is not an Affiliate of the Company

at such time, the Company shall as soon as reasonably practicable following receipt of a duly completed and executed Legend Removal Certificate

from Investor substantially in the form attached hereto as Exhibit D, (A) deliver to the transfer agent instructions that the

transfer agent shall make a new, unlegended entry for such Warrants or any Warrant Shares issued upon exercise of such Warrants, and

(B) cause its counsel to deliver to the transfer agent one or more opinions to the effect that the removal of such legends in such circumstances

may be effected under the Securities Act if required by the transfer agent to effect the removal of such legend in accordance with the

provisions of this Agreement.

4.19

Withholding Taxes. Investor agrees to furnish the Company with any information, representations and forms as shall reasonably

be requested by the Company from time to time to assist the Company in complying with any applicable tax law (including any withholding

obligations).

4.20

Reservation of Common Stock. As of the date of this Agreement, the Company has reserved and the Company shall continue to reserve

and keep available at all times, free of preemptive rights, a sufficient number of shares of Common Stock for the purpose of enabling

the Company to issue Initial Warrant Shares that are issuable upon the exercise of the Initial Warrant and, as of each Additional Warrant

Closing Date, the Company shall have reserved and continue to reserve and keep available at all times, free of preemptive rights, a sufficient

number of shares of Common Stock for the purpose of enabling the Company to issue Additional Warrant Shares that are issuable upon the

exercise of the Additional Warrant to be issued as of such Additional Warrant Closing Date.

4.21

Disclosure of Transactions. The Company shall, by 5:00 p.m., New York City time, on the fourth (4th) Business Day immediately

following the date of this Agreement file with the SEC a Current Report on Form 8-K (including all exhibits thereto, the “Disclosure

Document”) disclosing all material terms of the transactions contemplated hereby and by the other Transaction Agreements and

attaching this Agreement and the other Transaction Agreements as exhibits to such Disclosure Document.

Conditions of Closing.

5.1

Conditions to the Obligation of Investor. The obligations of Investor to consummate (i) the transactions to be consummated at

the Initial Closing, and to purchase and pay for the Initial Warrant at the Initial Closing and (ii) to consummate the transactions to

be consummated at an Additional Warrant Closing and to purchase an Additional Warrant, are, in each case, subject to the satisfaction

or waiver in writing of the following conditions precedent:

(a)

Representations and Warranties. The representations and warranties of the Company contained herein shall be true and correct in

all material respects, except for those representation and warranties qualified by materiality or material adverse effect, which shall

be true and correct in all respects, as of the date of this Agreement and as of any Additional Warrant Closing Date, as though made on

and as of such date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such

representation or warranty shall be true and correct in all material respects as of such earlier date, except for those representations

and warranties qualified by materiality or material adverse effect, which shall be true and correct in all respects as of such earlier

date.

(b)

Performance. The Company shall have performed in all material respects the obligations and conditions herein required to be performed

or observed by the Company on or prior to (i) the Initial Closing Date with respect to the sale of the Initial Warrant and (ii) the applicable

Additional Warrant Closing Date with respect to the sale of each Additional Warrant.

(c)

No Injunction. The purchase of and payment for the Warrants by Investor shall not be prohibited or enjoined by any law or governmental

or court order or regulation and no such prohibition shall have been threatened in writing.

(d)

Consents. The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary for the

consummation of the purchase and sale of the Warrants, all of which shall be in full force and effect.

(e)

Adverse Changes. Since the date of this Agreement, no event or series of events shall have occurred that has had or would reasonably

be expected to have a Material Adverse Effect.

(f)

Compliance Certificate. An authorized officer of the Company shall have delivered to Investor at each Additional Warrant Closing

Date a certificate certifying that the conditions specified in Sections 6.1(a) (Representations and Warranties), 6.1(b) (Performance),

6.1(c) (No Injunction), 6.1(d) (Consents), 6.1(e) (Adverse Changes), 6.1(i) (Listing Requirements) and 6.1(l)

(No Injunction) of this Agreement have been fulfilled.

(g)

Secretary’s Certificate. The Secretary of the Company shall have delivered to Investor at the Initial Closing Date and any

Additional Warrant Closing Date a certificate certifying (i) the Amended and Restated Certificate of Incorporation; (ii) the Amended

and Restated Bylaws; and (iii) resolutions of the Company’s Board of Directors (or an authorized committee thereof) approving this

Agreement, the other Transaction Agreements, the transactions contemplated by this Agreement and the issuance of the Warrants and the

Warrant Shares.

(h)

Registration Rights Agreement. On the Initial Closing Date, the Company shall have executed and delivered the Registration Rights

Agreement in the form attached hereto as Exhibit B (the “Registration Rights Agreement”) to Investor.

(i)

Listing Requirements. No stop order or suspension of trading shall have been imposed by Nasdaq, the SEC or any other governmental

or regulatory body with respect to public trading in the Common Stock. The Common Stock shall be listed on a National Exchange and shall

not have been suspended, as of the Initial Closing Date with respect to the sale of Initial Warrants and, as of the applicable Additional

Warrant Closing Date with respect to the sale of an Additional Warrant, by the SEC or the National Exchange from trading thereon; and

the Company shall have filed with Nasdaq a Notification Form: Listing of Additional Shares for the listing of (i) the Initial Warrant

Shares with respect to the sale of Initial Warrants and (ii) Additional Warrant Shares issuable upon the sale an Additional Warrant prior

to the applicable Additional Warrant Closing Date, and, in each case, Nasdaq shall have raised no objection to such notice and the transactions

contemplated hereby.

(j)

No Injunction. No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including

any bankruptcy court or judge, or any order of or by any governmental entity or any department or agency thereof, shall have been issued,

and no action or proceeding shall have been instituted by any governmental agency or body, enjoining or preventing the consummation of

the transactions contemplated hereby or in the other Transaction Agreements.

5.2

Conditions to the Obligation of the Company. The obligation of the Company to consummate the transactions to be consummated at

(i) the Initial Closing, and to issue and sell to Investor the Initial Warrants to be purchased by it at the Initial Closing pursuant

to this Agreement and (ii) each Additional Warrant Closing, and to issue and sell to Investor the Additional Warrant to be purchased

by it at each Additional Warrant Closing pursuant to this Agreement is, in each case, subject to the satisfaction or waiver in writing

of the following conditions precedent, to the extent applicable:

(a)

Representations and Warranties. The representations and warranties of Investor in Section 4 hereto shall be true and correct

on and each Additional Warrant Closing Date, with the same force and effect as though made on and as of each Additional Warrant Closing

Date and consummation of an Additional Warrant Closing shall constitute a reaffirmation by Investor of each of the representations, warranties,

covenants and agreements of Investor contained in this Agreement as of such Additional Warrant Closing Date.

(b)

Performance. Investor shall have performed or complied with in all material respects all obligations and conditions herein required

to be performed or observed by Investor on or prior to the Initial Closing Date or any Additional Warrant Closing Date.

(c)

Injunction. The purchase of and payment for the Warrants by Investor shall not be prohibited or enjoined by any law or governmental

or court order or regulation.

(d)

Registration Rights Agreement. On the Initial Closing Date, Investor shall have executed and delivered the Registration Rights

Agreement to the Company in the form attached as Exhibit B.

(e)

Sufficient Number of Authorized Shares. With respect to each purchase of an Additional Warrant, the Company shall have a sufficient

number of authorized and unissued shares of Common Stock to cover the issuance of the Additional Warrant Shares issuable upon the exercise

of the Additional Warrant being purchased.

(f)

Payment. With respect to the Initial Closing, the Company shall have received payment, by

wire transfer of immediately available funds, in the full amount of the Initial Warrant Purchase Price. With respect to an Additional

Warrant Closing, the Company shall have received payment, by wire transfer of immediately available funds, in the full amount of the

Additional Warrant Purchase Price for the Additional Warrant being purchased by Investor at such Additional Warrant Closing.

Termination.

6.1

Termination. The obligations of the Company, on the one hand, and Investor, on the other hand, to effect the Additional Warrant

Closings shall terminate as follows:

(i)

Upon the mutual written consent of the Company and Investor;

(ii)

By the Company if any of the conditions set forth in Section 5.2 shall have become incapable of fulfillment, and shall not have

been waived by the Company;

(iii)

After September 30, 2026, by the Company in its sole discretion by providing notice to Investor of such termination within three (3)

Business Days after any Additional Purchase Date, in which case, this Agreement shall terminate on the date of such notice; or

(iv)

By Investor if any of the conditions set forth in Section 5.1 shall have become incapable of fulfillment, and shall not have been

waived by Investor;

provided,

however, that, in the case of clauses (ii) and (iii) above, the party seeking to terminate its obligation to effect the Initial Closing

or any Additional Warrant Closing shall not then be in breach of any of its representations, warranties, covenants or agreements contained

in the Transaction Agreements if such breach has resulted in the circumstances giving rise to such party’s seeking to terminate

its obligation to effect the Initial Closing or any Additional Warrant Closing.

Miscellaneous Provisions.

7.1

Notices. Any notices or other communications required or permitted to be given hereunder shall be in writing and shall be deemed

to be given (a) when delivered if personally delivered to the party for whom it is intended, (b) when delivered, if sent by electronic

mail during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next

Business Day, (c) three (3) Business Days after having been sent by certified or registered mail, return-receipt requested and postage

prepaid, or (d) one (1) Business Day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next Business

Day delivery, with written verification of receipt:

(a)

If to the Company, addressed

as follows:

XCF

Global Inc.

2500

City West Blvd, Suite 150-13

Houston,

TX 77042

Attention:

Harvey Schnitzer

Email:

[***]

with a copy (which shall

not constitute notice):

Paul

Hastings LLP

200

Park Avenue

New

York, NY 10166

Attention:

Gil Savir

Email:

gilsavir@paulhastings.com

(b)

If to Investor, addressed

as follows:

PART SPV II, LLC

N Gould St., Suite R

Sheridan

WY 82801

Attention:

Majique Ladnier

Email:

[***]

Any

Person may change the address to which notices and communications to it are to be addressed by notification as provided for herein.

7.2

Consent to Electronic Notice. Investor consents to the delivery of any stockholder notice pursuant to Section 232 of the Delaware

General Corporation Law, as amended or superseded from time to time, at the e-mail address set forth below in Section 8.1(b),

as updated from time to time by notice to the Company. To the extent that any notice given by means of electronic mail is returned or

undeliverable for any reason, the foregoing consent shall be deemed to have been revoked until a new or corrected e-mail address has

been provided, and such attempted electronic notice shall be ineffective and deemed to not have been given. Each party agrees to promptly

notify the other parties of any change in its e-mail address, and that failure to do so shall not affect the foregoing.

7.3

Severability. If any part or provision of this Agreement is held unenforceable or in conflict with the applicable laws or regulations

of any jurisdiction, the invalid or unenforceable part or provisions shall be replaced with a provision which accomplishes, to the extent

possible, the original business purpose of such part or provision in a valid and enforceable manner, and the remainder of this Agreement

shall remain binding upon the parties hereto.

7.4

Governing Law; Submission to Jurisdiction; Venue.

(a)

This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware without regard to choice of

laws or conflicts of laws provisions thereof that would require the application of the laws of any other jurisdiction.

(b)

The Company and Investor hereby irrevocably and unconditionally:

(i)

submits for itself and its property in any legal action or proceeding relating solely to this Agreement or the transactions contemplated

hereby, to the exclusive jurisdiction of first, the Chancery Court of the State of Delaware or if such court declines jurisdiction, then

to the Federal District Court for the District of Delaware;

(ii)

consents that any such action or proceeding may be brought in such courts, and waives any objection that it may now or hereafter have

to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court

and agrees not to plead or claim the same to the extent permitted by applicable law;

(iii)

agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified

mail (or any substantially similar form of mail), postage prepaid, to the party, as the case may be, at its address set forth in Section

7.1 or at such other address of which the other party shall have been notified pursuant thereto;

(iv)

agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the

right to sue in any other jurisdiction for recognition and enforcement of any judgment or if jurisdiction in the courts referenced in

the foregoing clause (i) are not available despite the intentions of the parties hereto; and

(v)

agrees that final judgment in any such suit, action or proceeding brought in such a court may be enforced in the courts of any jurisdiction

to which such party is subject by a suit upon such judgment, provided that service of process is effected upon such party in the manner

specified herein or as otherwise permitted by law.

7.5

Waiver of Jury Trial. Each party acknowledges and agrees that any controversy which may arise under this Warrant is likely

to involve complicated and difficult issues and, therefore, each such party irrevocably and unconditionally waives any right it may have

to a trial by jury in respect of any legal action arising out of or relating to this Warrant or the transactions contemplated hereby.

7.6

Waiver. No waiver of any term, provision or condition of this Agreement, whether by conduct or otherwise, in any one or more instances,

shall be deemed to be, or be construed as, a further or continuing waiver of any such term, provision or condition or as a waiver of

any other term, provision or condition of this Agreement.

7.7

Expenses. Except as expressly set forth in the Transaction Agreements to the contrary, each party shall pay its own out-of-pocket

fees and expenses, including the fees and expenses of attorneys, accountants and consultants employed by such party, incurred in connection

with the proposed investment in the Warrants and the consummation of the transactions contemplated thereby; provided, however, that the

Company shall pay all Transfer Agent fees (including, without limitation, any fees required for same-day processing of any instruction

letter delivered by the Company), stamp taxes and other taxes (other than income taxes) and duties levied in connection with the delivery

of any Warrants or Warrant Shares to Investor.

7.8

Assignment. None of the parties may assign its rights or obligations under this Agreement or designate another person (i) to perform

all or part of its obligations under this Agreement or (ii) to have all or part of its rights and benefits under this Agreement, in each

case without the prior written consent of (x) the Company, in the case of Investor, and (y) Investor, in the case of the Company, provided

that Investor may, without the prior consent of the Company, assign its rights to purchase the Warrants hereunder to any of its Affiliates

(provided each such assignee agrees to be bound by the terms of this Agreement and makes the same representations and warranties set

forth in Section 4). In the event of any assignment in accordance with the terms of this Agreement, the assignee shall specifically

assume and be bound by the provisions of this Agreement by executing a writing agreeing to be bound by and subject to the provisions

of this Agreement and shall deliver an executed counterpart signature page to this Agreement and, notwithstanding such assumption or

agreement to be bound hereby by an assignee, no such assignment shall relieve any party assigning any interest hereunder from its obligations

or liability pursuant to this Agreement.

7.9

Confidential Information.

(a)

Investor covenants that until such time as the transactions contemplated by this Agreement and any material non-public information provided

to Investor are publicly disclosed by the Company, Investor will maintain the confidentiality of all disclosures made to it in connection

with this transaction (including the existence and terms of this transaction), other than to Investor’s outside attorney, accountant,

auditor or investment advisor only to the extent necessary to permit evaluation of the investment, and the performance of the necessary

or required tax, accounting, financial, legal, or administrative tasks and services and other than as may be required by law.

(b)

The Company may request from Investor such reasonable and customary additional information as the Company may deem necessary to evaluate

the eligibility of Investor to acquire the Warrants, and Investor shall promptly provide such information as may reasonably be requested

to the extent readily available; provided, that the Company agrees to keep any such information provided by Investor confidential,

except (i) as required by the federal securities laws, rules or regulations and (ii) to the extent such disclosure is required by other

laws, rules or regulations, at the request of the staff of the SEC or regulatory agency or under the regulations of Nasdaq. Investor

acknowledges that the Company may file a copy of this Agreement and the Registration Rights Agreement with the SEC as exhibit to a periodic

report, a current report or a registration statement of the Company.

7.10

Third Parties. Nothing in this Agreement, express or implied, is intended to confer on any Person other than the parties to this

Agreement any rights, remedies, claims, benefits, obligations or liabilities under or by reason of this Agreement, and no Person that

is not a party to this Agreement (including, without limitation, any partner, member, shareholder, director, officer, employee or other

beneficial owner of any party to this Agreement, in its own capacity as such or in bringing a derivative action on behalf of a party

to this Agreement) shall have any standing as a third party beneficiary with respect to this Agreement or the transactions contemplated

hereby.

7.11

Headings. The titles, subtitles and headings in this Agreement are for convenience of reference and shall not form part of, or

affect the interpretation of, this Agreement.

7.12

Counterparts. This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the

same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party; provided

that a facsimile or pdf signature including any electronic signatures complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com,

shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature

were an original, not a facsimile or pdf (or other electronic reproduction of a) signature.

7.13

Entire Agreement; Amendments. This Agreement and the other Transaction Agreements (including all schedules and exhibits hereto

and thereto), constitute the entire agreement between the parties hereto respecting the subject matter of this Agreement and supersedes

all prior agreements, negotiations, understandings, representations and statements respecting the subject matter of this Agreement, whether

written or oral. No amendment, modification, alteration, or change in any of the terms of this Agreement shall be valid or binding upon

the parties hereto unless made in writing and duly executed by the Company and Investor. The Company, on the one hand, and Investor,

on the other hand, may by an instrument signed in writing by such parties waive the performance, compliance or satisfaction by Investor

or the Company, respectively, with any term or provision of this Agreement or any condition hereto to be performed, complied with or

satisfied by Investor or the Company, respectively.

7.14

Survival. The covenants, representations and warranties made by each party hereto contained in this Agreement shall survive the

Initial Closing and any Additional Warrant Closing and the delivery of the Warrants in accordance with their respective terms.

7.15

Contract Interpretation. This Agreement is the joint product of Investor and the Company and each provision of this Agreement

has been subject to the mutual consultation, negotiation and agreement of such parties and shall not be construed for or against any

party hereto.

7.16

Arm’s Length Negotiations. For the avoidance of doubt, the parties acknowledge and confirm that the terms and conditions

of the Warrants were determined as a result of arm’s-length negotiations.

[Remainder

of Page Intentionally Left Blank.]

WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

COMPANY:

XCF GLOBAL, INC.

By:

/s/ Christopher Cooper

Name:

Christopher Cooper

Title:

Chief Executive Officer

WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

INVESTOR:

GL PART SPV II, LLC

By:

/s/ Majique Ladnier

Name:

Majique Ladnier

Title:

Manager

Address:

30 N Gould St., Suite R

Sheridan WY 82801

Attention: Majique Ladnier

Email: [***]

EXHIBIT

FORM

OF INITIAL WARRANT

A-1

EXHIBIT

FORM

OF REGISTRATION RIGHTS AGREEMENT

B-1

EXHIBIT

FORM

OF ADDITIONAL WARRANT PURCHASE NOTICE

[●]

[●], 2026

Reference

is made to Warrant Purchase Agreement, dated July 17, 2026, by and among XCF Global, Inc., a Delaware corporation, and GL PART SPV II,

LLC, a limited liability company organized and existing under the laws of the State of Wyoming (the “Warrant Purchase Agreement”).

Capitalized terms used in this Additional Warrant Purchase Notice (this “Notice”) but not defined herein shall have

the meanings assigned to such terms in the Warrant Purchase Agreement.

Pursuant

to Section 2.1(b) of the Warrant Purchase Agreement, Investor hereby notifies the Company of its intent to purchase an Additional

Warrant Purchase Amount of $[●] on [DATE], 2026.

C-1

WITNESS WHEREOF, the parties hereto have executed this Notice as of the day and year first above written.

GL PART SPV II, LLC

By:

Name:

Title:

C-2

EXHIBIT

LEGEND

REMOVAL CERTIFICATE

The

undersigned stockholder and/or warrant holder (the “Securityholder”) of XCF

Global, Inc., a Delaware corporation (the “Company”), is delivering this certificate to the Company

in connection with the Securityholder’s request to remove the transfer restriction legends under the Securities Act of 1933, as

amended (the “Securities Act”), from certificates or book-entry notations issued in the Securityholder’s

name with respect to the number of shares of the Company’s Class A Common Stock (the “Shares”) and/or

the number of Warrants (the “Warrants” and, together with the Shares, the “Securities”)

set forth on Schedule I hereto.

A. The

Securityholder hereby represents and warrants to the Company that the Securityholder is not

currently an affiliate of the Company, as that term is defined in paragraph (a)(1) of Rule

144 promulgated under the Securities Act (“Rule

144”), and has not been an affiliate of the Company for a period of

three months prior to the date hereof.

B. The

Securityholder, pursuant to a Warrant Purchase Agreement, dated July 17, 2026, by and between

the Company and the Securityholder, acquired and fully paid for the Securities (or is deemed

to have acquired and fully paid for the Securities) on July [●], 2026 in accordance with

paragraph (d) of Rule 144 and the interpretations of the Division of Corporation Finance

of the Securities and Exchange Commission thereunder.

C. The

Securityholder hereby represents and warrants to the Company that the Securityholder is sophisticated

in financial matters and is familiar with the registration requirements under the Securities

Act. If the Securityholder is an investment fund, the Securityholder’s chief compliance

officer (or other responsible officer with substantially similar duties) (or the chief compliance

officer (or other responsible officer with substantially similar duties) of the general partner,

manager or other entity which manages the Securityholder) has reviewed this certificate and

is aware that the Securityholder will be executing and delivering this certificate to the

Company and undertaking the obligations set forth herein.

D. The

Securityholder acknowledges that the Company formerly was a “special purpose acquisition

corporation” and therefore is an issuer described

in subsection (i)(1)(ii) of Rule 144.

E. The

Securityholder did not originally acquire the Shares with a view to, or for resale in connection

with, any distribution thereof in violation of the Securities Act.

F. If

the Securityholder is an investment fund, the Securityholder has established and maintains

adequate controls and procedures to ensure that the Shares are transferred and/or sold only

pursuant to (i) an effective resale registration statement under the Securities Act registering

the Securityholder’s resale of the Securities, which includes a prospectus that is

current, and in the manner contemplated by such registration statement, including the “Plan

of Distribution” contained therein or (ii) an exemption from the registration requirements

of the Securities Act. Such controls include, but are not limited to, procedures designed

to identify, segregate, and control the Securities. Such controls and procedures are effective

in all material respects to perform the functions for which they were established.

D-1

G. The

Securityholder hereby covenants that:

1. The

Securityholder will transfer the Securities only:

(a) pursuant

to an effective resale registration statement under the Securities Act registering the Securityholder’s

resale of the Securities, which includes a prospectus that is current, and in the manner

contemplated by such registration statement, including the “Plan of Distribution”

contained therein;

(b) in

accordance with Rule 144, including the requirement of subsection (i)(2) of Rule 144 that

the Company: (i) be then subject to the reporting requirements

of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange

Act”), and (ii) has filed all reports and other materials required to be filed

by Section 13 or 15(d) of such Exchange Act, as applicable, during the preceding 12 months,

other than Form 8-K reports; or

to another exemption from the registration requirements of the Securities Act, provided

that the Securityholder provides the Company with advance notice of such transfer and, if

requested, an opinion of counsel that the proposed transfer is exempt from the registration

requirements of the Securities Act.

2. Securityholder

acknowledges and agrees that, unless there is registration statement registering the issuance

of Shares upon the exercise of a Warrant under the Securities Act, Securityholder shall only

be permitted to exercise such Securityholder’s Warrant on a cashless basis pursuant

to Section 2(d) of the Warrant.

3. The

Securityholder acknowledges and agrees that the Company is under no obligation to provide

oral or written notice to the Securityholder regarding the availability of an exemption from

registration pursuant to Rule 144, and the Securityholder shall be responsible for ensuring

that any proposed transfers of the Shares in reliance upon Rule 144 comply with Rule 144,

including without limitation subsection (i)(2) thereof. The Securityholder further acknowledges

and agrees that Rule 144 may not be available as an exemption from registration for future

transfers of the Securities.

4. The

Securityholder will provide the Company with any update to the Securityholder’s contact

information set forth on the signature page hereof for purposes of any notification to be

delivered to the Securityholder relating hereto.

H. The

Securityholder

agrees that, in connection with the matters described

above, the Company, Paul Hastings LLP, the Company’s legal counsel, and the Company’s

transfer, may rely upon the statements, representations and warranties made herein, as if

this certificate had been addressed to them, (i) with respect to Paul Hastings LLP,

for purposes of preparing and delivering any legal opinion(s) required in connection with

the removal of the transfer restriction legends from the Securities, and, (ii) with respect

to the transfer agent, in connection with the

removal of the transfer restriction legends from the Securities.

The Securityholder hereby agrees to indemnify and to hold harmless the Company, its officers,

employees or representatives, Paul Hastings, LLP and the transfer agent (each an “Indemnified

Person”) from any liability for any breach of the foregoing representations

and warranties and covenants (and the costs and expenses of defending against such liability

or alleged liability); provided that in no event will an Indemnified Person be entitled to

recover or make a claim for any amount in respect of consequential, incidental or indirect

damages, lost profits or special or punitive damages.

[Signature

page follows]

D-2

Very truly yours,

Name of Securityholder:

Signature:

Name of Signatory:

Title of Signatory:

Date:

Contact Name No. 1:

Phone Number:

Email:

Contact Name No. 2:

Phone Number:

Email:

D-3

Schedule

Entity/Individual

Legal

Name

Registration

Name

Tax

Identification

Number

and/or

Warrants

Share/Warrant

Certificate

or Book

Entry

Information

D-4

EX-10.3

Filename: ex10-3.htm · Sequence: 5

Exhibit

10.3

REGISTRATION

RIGHTS AGREEMENT

THIS

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July [●], 2026, is entered into by and between

XCF Global, Inc., a Delaware corporation (the “Company”), and GL PART SPV II, LLC, a Delaware corporation (individually

as the “Investor” and collectively together with its permitted assigns, the “Investors”). Capitalized

terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement (as defined

below).

WHEREAS:

In connection with the entry by the Company and the Investor entering into a Warrant Purchase Agreement, dated as of July 16, 2026 (the

“Purchase Agreement”), the Company has agreed, upon the terms and subject to the conditions of the Purchase Agreement,

to issue and deliver to Investor one or more warrants (collectively, the “Warrants”) to purchase shares of the Company’s

Class A Common Stock, par value $0.0001 per share (the “Common Stock” and such shares of Common Stock, the “Warrant

Shares”); and

To induce the Investor to enter into the Purchase Agreement, the Company has agreed to provide certain registration rights under the

U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively, the

“Securities Act”), and applicable state securities laws.

NOW,

THEREFORE, in consideration of the promises and the mutual covenants contained herein and other good and valuable consideration,

the receipt and sufficiency of which are hereby acknowledged, the Company and the Investors hereby agree as follows:

DEFINITIONS.

For

purposes of this Agreement, the following terms shall have the following meanings:

(a)

“Filing Deadline” shall mean December 4, 2026, unless Investor notifies the Company prior to November 30, 2026 that

it may purchase one or more Additional Warrants after November 30, 2026 and before December 31, 2026, in which case the Filing Deadline

shall be January 5, 2027.

(b)

“Person” means an individual, partnership, corporation, limited liability company, business trust, joint stock company,

trust, unincorporated association, joint venture or any other entity or organization.

(c)

“Prospectus” means (i) the prospectus included in any Registration Statement, as amended or supplemented by any prospectus

supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement

and by all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by reference

in such prospectus, and (ii) any “free writing prospectus” as defined in Rule 405 under the Securities Act, relating to the

terms of the offering of any portion of the Registrable Securities.

(d)

“Register,” “Registered,” and “Registration” refer to a registration effected

by preparing and filing one or more registration statements of the Company in compliance with the Securities Act and providing for offering

securities on a continuous basis, and the declaration or ordering of effectiveness of such registration statement(s) by the U.S. Securities

and Exchange Commission (the “SEC”).

(e)

“Registrable Securities” shall mean (i) the Warrants and (ii) the Warrant Shares and any other securities of the Company

(or any successor or assign of the Company, whether by merger, reorganization, consolidation, sale of assets or otherwise) which may

be issued, issuable, with respect to, in exchange for, or in substitution of, Registrable Securities referenced in the foregoing clauses

(i) and (ii) by reason of any dividend, distribution or Common Stock split, combination of shares of Common Stock, merger, consolidation,

recapitalization, reclassification, reorganization, sale of assets or similar transaction.

(f)

“Registration Expenses” means all registration and filing fee expenses incurred by the Company in effecting any registration

pursuant to this Agreement, including (i) all registration, qualification, and filing fees, printing expenses, and any other fees and

expenses associated with filings required to be made with the SEC, FINRA or any other regulatory authority, (ii) all fees and expenses

in connection with compliance with or clearing the Registrable Securities for sale under any securities or “Blue Sky” laws,

(iii) all printing, duplicating, word processing, messenger, telephone, facsimile and delivery expenses, and (iv) all fees and disbursements

of counsel for the Company and of all independent certified public accountants of the Company.

(g)

“Registration Statement” means any registration statement of the Company filed with, or to be filed with, the SEC

under the Securities Act, that Registers Registrable Securities, including the related Prospectus, amendments and supplements to such

registration statement, including pre- and post-effective amendments, and all exhibits and all material incorporated by reference in

such registration statement as may be necessary to comply with applicable securities laws. “Registration Statement” shall

also include a New Registration Statement, as amended when each became effective, including all documents filed as part thereof or incorporated

by reference therein, and including any information contained in a Prospectus subsequently filed with the SEC.

(h)

“Required Investors” means the Investors holding a majority of the Registrable Securities outstanding from time to

time.

(i)

“Selling Expenses” means all underwriting discounts and selling commissions applicable to the sale of Registrable

Securities and all similar fees and commissions relating to the Investors’ disposition of the Registrable Securities.

REGISTRATION.

(a)

Mandatory Registration. On or prior to the Filing Deadline, the Company shall prepare and file with the SEC an initial Registration

Statement (the “Initial Registration Statement”) covering the resale of all Registrable Securities. Before filing

the Registration Statement, the Company shall furnish to the Investors a copy of the Registration Statement. The Investors and their

counsel shall have at least three Business Days prior to the anticipated filing date of a Registration Statement to review and comment

upon such Registration Statement and any amendment or supplement to such Registration Statement and any related Prospectus, prior to

its filing with the SEC. Subject to any SEC comments, such Registration Statement shall include the plan of distribution substantially

in the form attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the Securities

Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional Warrant Shares resulting from

share splits, share dividends or similar transactions with respect to the Common Stock. Such Registration Statement shall not include

any Common Stock or other securities for the account of any other holder of securities of the Company without the prior written consent

of the Required Investors. The Company shall (a) use commercially reasonable efforts to address in each such document prior to being

so filed with the SEC such comments as the Investor or its counsel reasonably proposed by the Investor, and (b) not file any Registration

Statement or Prospectus or any amendment or supplement thereto containing information regarding the Investor to which Investor reasonably

objects, unless such information is required to comply with any applicable law or regulation. The Investors shall furnish all information

reasonably requested by the Company and as shall be reasonably required in connection with any registration referred to in this Agreement.

(b)

Effectiveness. The Company shall use its reasonable best efforts to have the Initial Registration Statement and any amendment

declared effective by the SEC at the earliest possible date but no later than the earlier of the one-hundred and twentieth (120th)

calendar day following the initial filing date of the Initial Registration Statement if the SEC notifies the Company that it will “review”

the Initial Registration Statement and (b) the fifth Business Day after the date the Company is notified (orally or in writing, whichever

is earlier) by the SEC that the Initial Registration Statement will not be “reviewed” or will not be subject to further review

(the “Effectiveness Deadline”). The Company shall notify the Investor by e-mail as promptly as practicable, and in

any event, within 24 hours, after the Registration Statement is declared effective or is supplemented and shall provide the Investor

with copies of any Prospectus to be used in connection with the sale or other disposition of the securities covered thereby upon request.

The Company shall use reasonable best efforts to keep the Initial Registration Statement continuously effective pursuant to Rule 415

promulgated under the Securities Act and available for the resale by the Investors of all of the Registrable Securities covered thereby

at all times until the earliest to occur of the following events: (i) the date on which the Investors shall have resold all the Registrable

Securities covered thereby; (ii) the date on which the Registrable Securities may be resold by the Investors without registration and

without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for the Company to be in compliance

with the current public information requirement under Rule 144 under the Securities Act or any other rule of similar effect; (iii) the

date on which all legends restricting transfer of the Registrable Securities under the Securities Act have been removed from the Registrable

Securities (as applicable, the “Registration Period”). The Initial Registration Statement (including any amendments

or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state

a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they

were made, not misleading.

(c)

Sufficient Number of Securities Registered. In the event the number of securities available under the Initial Registration Statement

at any time is insufficient to cover the Registrable Securities, the Company shall, to the extent necessary and permissible, amend the

Initial Registration Statement or file a new registration statement (together with any prospectuses or prospectus supplements thereunder,

a “New Registration Statement”), so as to cover all of such Registrable Securities as soon as reasonably practicable,

but in any event not later than ten Business Days after the necessity therefor arises (the “New Registration Filing Deadline”).

The Company shall use its reasonable best efforts to have such amendment and/or New Registration Statement become effective as soon as

reasonably practicable following the filing thereof but no later than the earlier of the one-hundred and twentieth (120th)

calendar day following the initial filing date of the New Registration Statement if the SEC notifies the Company that it will “review”

the New Registration Statement and (b) the fifth Business Day after the date the Company is notified (orally or in writing, whichever

is earlier) by the SEC that the New Registration Statement will not be “reviewed” or will not be subject to further review

(the earlier of such dates, the “New Registration Effectiveness Deadline”). The provisions of Section 2(a)

and (b) shall apply to the New Registration Statement, except as modified hereby.

(d)

Allowable Delays. On no more than two occasions and for not more than sixty (60) consecutive calendar days or for a total of not

more than ninety (90) total calendar days in any twelve (12)-month period, the Company may delay the effectiveness of the Initial Registration

Statement or any other Registration Statement, or suspend the use of any Prospectus, in the event that the Company determines, in good

faith and upon advice of legal counsel, that such delay or suspension is (A) necessary to delay the disclosure of material non-public

information concerning the Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best

interests of the Company, (B) necessary to amend or supplement the affected Registration Statement or the related Prospectus so that

such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required

to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which

they were made, not misleading or (C) in the best interest of the Company (an “Allowed Delay”); provided, that the

Company shall promptly (a) notify each Investor in writing of the commencement of an Allowed Delay, but shall not (without the prior

written consent of an Investor) disclose to such Investor any material non-public information giving rise to an Allowed Delay, (b) advise

the Investors in writing to cease all sales under the applicable Registration Statement until the end of the Allowed Delay and (c) use

commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable.

(e)

Rule 415; Cutback. If at any time the SEC takes the position that the offering of some or all of the Registrable Securities in

any Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the Securities

Act (provided, however, the Company shall be obligated to use reasonable best efforts to advocate with the SEC for the registration of

all of the Registrable Securities) or requires any Investor to be named as an “underwriter,” the Company shall (i) promptly

notify each holder of Registrable Securities thereof and (ii) make commercially reasonable efforts to persuade the SEC that the offering

contemplated by such Registration Statement is a valid secondary offering and not an offering “by or on behalf of the issuer”

as defined in Rule 415 and that none of the Investors is an “underwriter.” No such written submission with respect to this

matter shall be made to the SEC to which any Investor’s counsel reasonably objects. In the event that, despite the Company’s

reasonable best efforts and compliance with the terms of this Section 2(f), the SEC refuses to alter its position, the Company

shall (i) remove from such Registration Statement such portion of the Registrable Securities (the “Cut Back Shares”)

and/or (ii) agree to such restrictions and limitations on the registration and resale of the Registrable Securities as the SEC may require

to assure the Company’s compliance with the requirements of Rule 415 (collectively, the “SEC Restrictions”);

provided, however, that the Company shall not name any Investor as an “underwriter” in such Registration Statement without

the prior written consent of such Investor (provided that, in the event an Investor withholds such consent, the Company shall have no

obligation hereunder to include any Registrable Securities of such Investor in any Registration Statement covering the resale thereof

until such time as the SEC no longer requires such Investor to be named as an “underwriter” in such Registration Statement

or such Investor otherwise consents in writing to being so named). Any cut-back imposed on the Investors pursuant to this Section

2(f) shall be allocated among the Investors on a pro rata basis and shall be applied first to any of the Registrable Securities of

such Investor as such Investor shall designate, unless the SEC Restrictions otherwise require or provide or the Investors otherwise agree.

From and after such date as the Company is able to effect the registration of such Cut Back Shares in accordance with any SEC Restrictions

applicable to such Cut Back Shares (such date, the “Restriction Termination Date”), all of the provisions of this

Section 2 (including the Company obligations with respect to the filing of a Registration Statement and its obligations to use

reasonable efforts to have such Registration Statement declared effective within the time periods set forth herein) shall again be applicable

to such Cut Back Shares; provided, however, that the date by which the Company is required to file the Registration Statement with respect

to such Cut Back Shares shall be the tenth (10th) day following the Restriction Termination Date and the date by which the

Company is required to have the Registration Statement effective with respect to such Cut Back Shares shall be the ninetieth (90th)

day immediately after the Restriction Termination Date.

RELATED COMPANY OBLIGATIONS.

With

respect to the Registration Statement and whenever any Registrable Securities are to be Registered pursuant to Section 2, including

on the Initial Registration Statement or on any New Registration Statement, the Company shall use its reasonable best efforts to effect

the registration of the Registrable Securities in accordance with the intended method of disposition thereof and, pursuant thereto, the

Company shall have the following obligations:

(a)

Notifications. The Company will promptly notify the Investors promptly of the time when any subsequent amendment to the Initial

Registration Statement or any New Registration Statement, other than documents incorporated by reference, has been filed with the SEC

and/or has become effective or where a receipt has been issued therefor or any subsequent supplement to a Prospectus has been filed and

of any request by the SEC for any amendment or supplement to the Registration Statement, any New Registration Statement or any Prospectus

or for additional information.

(b)

Amendments. The Company will prepare and file with the SEC any amendments, post-effective amendments or supplements to the Initial

Registration Statement, any New Registration Statement or any Prospectus, as applicable, that, (a) as may be necessary to keep such Registration

Statement effective for the Registration Period and to comply with the provisions of the Securities Act and the Securities Exchange Act

of 1934, as amended (the “Exchange Act”) with respect to the distribution of all of the Registrable Securities covered

thereby, or (b) in the reasonable opinion of the Investors and the Company, as may be necessary or advisable in connection with any acquisition

or sale of Registrable Securities by the Investors.

(c)

Investor Review. The Company will not file any amendment or supplement to the Registration Statement, any New Registration Statement

or any Prospectus, other than documents incorporated by reference, relating to the Investors, the Registrable Securities or the transactions

contemplated hereby unless (A) the Investors and their counsel shall have been advised and afforded the opportunity to review and comment

thereon at least three (3) Business Days prior to filing with the SEC and (B) the Company shall have given reasonable due consideration

to any comments thereon received from the Investors or their counsel.

(d)

Copies Available. The Company will furnish to any Investor whose Registrable Securities are included in any Registration Statement

and its counsel copies of the Initial Registration Statement, any Prospectus thereunder (including all documents incorporated by reference

therein), any Prospectus supplement thereunder, any New Registration Statement and all amendments to the Initial Registration Statement

or any New Registration Statement that are filed with the SEC during the Registration Period (including all documents filed with or furnished

to the SEC during such period that are deemed to be incorporated by reference therein), each letter written by or on behalf of the Company

to the SEC or the staff of the SEC, and each item of correspondence from the SEC or the staff of the SEC, in each case relating to such

Registration Statement (other than any portion thereof which contains information for which the Company has sought confidential treatment)

and such other documents as Investor may reasonably request in order to facilitate the disposition

of the Registrable Securities owned by Investor that are covered by such Registration Statement, in each case as soon as reasonably

practicable upon such Investor’s request and in such quantities as such Investor may from time to time reasonably request; provided,

however, that the Company shall not be required to furnish any document to the Investor to the extent such document is available on EDGAR.

(e)

Notification of Stop Orders; Material Changes. The Company shall advise the Investors promptly (but in no event later than 24

hours) and shall confirm such advice in writing, in each case: (i) of the Company’s receipt of notice of any request by the SEC

or any other federal or state governmental authority for amendment of or a supplement to the Registration Statement or any Prospectus

or for any additional information; (ii) of the Company’s receipt of notice of the issuance by the SEC or any other federal or state

governmental authority of any stop order suspending the effectiveness of the Initial Registration Statement or prohibiting or suspending

the use of any Prospectus or Prospectus supplement, or any New Registration Statement, or of the Company’s receipt of any notification

of the suspension of qualification of the Registrable Securities for offering or sale in any jurisdiction or the initiation or contemplated

initiation of any proceeding for such purpose; and (iii) of the Company becoming aware of the happening of any event, which makes any

statement of a material fact made in any Registration Statement or any Prospectus untrue or which requires the making of any additions

to or changes to the statements then made in any Registration Statement or any Prospectus in order to state a material fact required

by the Securities Act to be stated therein or necessary in order to make the statements then made therein (in the case of any Prospectus,

in light of the circumstances under which they were made) not misleading, or of the necessity to amend any Registration Statement or

any Prospectus to comply with the Securities Act or any other law. The Company shall not be required to disclose to the Investors the

substance of specific reasons of any of the events set forth in clause (i) to (iii) of the immediately preceding sentence (each, a “Suspension

Event”), but rather, shall only be required to disclose that the event has occurred and, if necessary, notify the Investors

of an Allowed Delay in accordance with Section 2(d). If at any time the SEC, or any other federal or state governmental authority

shall issue any stop order suspending the effectiveness of any Registration Statement or prohibiting or suspending the use of any Prospectus

or Prospectus supplement, the Company shall use its reasonable best efforts to obtain the withdrawal of such order at the earliest practicable

time. The Company shall furnish to the Investors, without charge, a copy of any correspondence from the SEC or the staff of the SEC,

or any other federal or state governmental authority to the Company or its representatives relating to the Initial Registration Statement,

any New Registration Statement or any Prospectus, or Prospectus supplement as the case may be. In the event of a Suspension Event set

forth in clause (iii) of the first sentence of this Section 3(e), the Company will use its commercially reasonable efforts to

publicly disclose such event as soon as reasonably practicable, or otherwise resolve the matter such that sales under Registration Statements

may resume.

(f)

Confirmation of Effectiveness. If reasonably requested by an Investor at any time in respect of any Registration Statement, the

Company shall deliver to such Investor a written confirmation (email being sufficient) from Company’s counsel of whether or not

the effectiveness of such Registration Statement has lapsed at any time for any reason (including, without limitation, the issuance of

a stop order) and whether or not such Registration Statement is currently effective and available to the Company for sale of Registrable

Securities.

(g)

Listing. The Company shall use best efforts to cause all Warrant Shares covered by a Registration Statement to be listed on the

Nasdaq Capital Market.

(h)

Compliance. The Company shall otherwise use best efforts to comply with all applicable rules and regulations of the SEC under

the Securities Act and the Exchange Act, including, without limitation, Rule 172 under the Securities Act, file any final prospectus,

including any supplement or amendment thereof, with the SEC pursuant to Rule 424 under the Securities Act, promptly inform the Investor

in writing if, at any time during the Registration Period, the Company does not satisfy the conditions specified in Rule 172 and, as

a result thereof, the Investor is required to deliver a prospectus in connection with any disposition of Registrable Securities and take

such other actions as may be reasonably necessary to facilitate the registration of the Registrable Securities hereunder, and make available

to its security holders, as soon as reasonably practicable, but not later than the Availability Date (as defined below), an earnings

statement covering a period of at least 12 months, beginning after the effective date of each Registration Statement, which earnings

statement shall satisfy the provisions of Section 11(a) of the Securities Act, including Rule 158 promulgated thereunder (for the purpose

of this subsection 3(h), “Availability Date” means the 45th day following the end of the fourth

fiscal quarter that includes the effective date of such Registration Statement, except that, if such fourth fiscal quarter is the last

quarter of the Company’s fiscal year, “Availability Date” means the 90th day after the end of such

fourth fiscal quarter).

(i)

Blue-Sky. The Company shall register or qualify or cooperate with the Investor and their counsel in connection with the registration

or qualification of such Registrable Securities for the offer and sale under the securities or blue sky laws of such jurisdictions reasonably

requested by the Investor; provided, however, that the Company shall not be required in connection therewith or as a condition thereto

to (i) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(i),

(ii) subject itself to general taxation in any jurisdiction where it would not otherwise be so subject but for this Section 3(i),

or (iii) file a general consent to service of process in any such jurisdiction.

(j)

Rule 144. With a view to making available to the Investors the benefits of Rule 144 (or its successor rule) and any other rule

or regulation of the SEC that may at any time permit the Investors to sell Warrants or Warrant Shares to the public without registration,

the Company covenants and agrees to: (i) make and keep adequate current public information available, as those terms are understood and

defined in Rule 144, until the earlier of (A) six months after such date as all of the Registrable Securities may be sold without restriction

by the holders thereof pursuant to Rule 144 or any other rule of similar effect or (B) such date as there are no longer Registrable Securities;

and (ii) file with the SEC in a timely manner all reports and other documents required of the Company under the Exchange Act; (iii) furnish

electronically to each Investor upon request, as long as such Investor owns any Registrable Securities, (A) a written statement by the

Company that it has complied with the reporting requirements of the Exchange Act, (B) a copy of or electronic access to the Company’s

most recent Annual Report on Form 10-K and subsequently filed Quarterly Reports on Form 10-Q, and (C) such other information as may be

reasonably requested in order to avail such Investor of any rule or regulation of the SEC that permits the selling of any such Registrable

Securities without registration.

(k)

Cooperation. The Company shall cooperate with the holders of the Registrable Securities to facilitate the timely preparation and

delivery of certificates or uncertificated shares representing the Registrable Securities to be sold pursuant to such Registration Statement

or Rule 144 free of any restrictive legends and representing such number of Warrants or Warrant Shares and registered in such names as

the holders of the Registrable Securities may reasonably request to the extent permitted by such Registration Statement or Rule 144 to

effect sales of Registrable Securities; for the avoidance of doubt, the Company may satisfy its obligations hereunder without issuing

physical share certificates through the use of The Depository Trust Company’s Direct Registration System.

OBLIGATIONS OF THE INVESTORS.

(a)

Investor Information. Each Investor shall provide a completed Investor Questionnaire in the form attached hereto as Exhibit

B in connection with the registration of the Registrable Securities. If the Company has not received such completed Questionnaire

from an Investor within three Business Days of the Company’s request, the Company may file the Registration Statement without including

such Investor’s Registrable Securities.

(b)

Suspension of Sales. Each Investor, severally and not jointly with any other Investor, agrees that, upon receipt of any notice from

the Company of the existence of an Allowed Delay or a Suspension Event as set forth in Section 3(e), the Investor will promptly discontinue

disposition of Registrable Securities pursuant to any Registration Statement covering such Registrable Securities until the Investor’s

receipt of a notice from the Company confirming the resolution of such Allowed Delay or Suspension Event and that such dispositions may

again be made; provided, for the avoidance of doubt, that the foregoing shall not limit the right of the Investor to sell or otherwise

dispose of the Registrable Securities pursuant to Rule 144 or any other exemption from the registration requirements of the Securities

Act or to settle a transaction pursuant to a Registration Statement as to which a contract for such sale was entered into prior to such

Investor’s receipt of the notice from the Company of the existence of the Allowed Delay or Suspension Event. The Company shall

cause its transfer agent to deliver unlegended Warrants or Warrant Shares to a transferee of an Investor in accordance with any sale

of Registrable Securities pursuant to a Registration Statement with respect to which such Investor has entered into a contract for sale

prior to such Investor’s receipt of the notice from the Company of the existence of the Allowed Delay or Suspension Event.

(c)

Investor Cooperation. Each Investor, severally and not jointly with any other Investor, agrees to cooperate with the Company

as reasonably requested by the Company in connection with the preparation and filing of any amendments and supplements to any Registration

Statement or New Registration Statement hereunder, unless such Investor has notified the Company in writing of its election to exclude

all of its Registrable Securities from such Registration Statement.

EXPENSES OF REGISTRATION.

All

Registration Expenses incurred in connection with registrations pursuant to this Agreement shall be borne by the Company. All Selling

Expenses relating to securities registered on behalf of the Investors shall be borne by the Investors pro rata on the basis of the number

of Registrable Securities so registered.

INDEMNIFICATION.

(a)

To the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend the Investors, each Person,

if any, who controls the Investors, the members, the directors, officers, partners, employees, members, managers, agents, representatives

and advisors of the Investors and each Person, if any, who controls the Investors within the meaning of the Securities Act or the Exchange

Act (each, an “Indemnified Person”), against any losses, obligation, claims, damages, liabilities, contingencies,

judgments, fines, penalties, charges, costs (including, without limitation, court costs and costs of preparation), reasonable and documented

attorneys’ fees, amounts paid in settlement or reasonable and documented expenses, (collectively, “Claims”)

reasonably incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken

from the foregoing by or before any court or governmental, administrative or other regulatory agency or body or the SEC, whether pending

or threatened, whether or not an indemnified party is or may be a party thereto (“Indemnified Damages”), to which

any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof)

arise out of or are based upon: (i) any untrue statement or alleged untrue statement or omission or alleged omission of any material

fact contained in any Registration Statement, any preliminary prospectus or final prospectus, or any amendment or supplement thereof,

or (ii) any violation or alleged violation by the Company or any of its subsidiaries of the Securities Act, Exchange Act or any other

state securities or other “blue sky” laws of any jurisdiction in which Registrable Securities are offered or any rule or

regulation promulgated thereunder applicable to the Company or its agents and relating to action or inaction required of the Company

in connection with such registration of the Registrable Securities (the matters in the foregoing clauses (i) and (ii) being, collectively,

“Violations”). The Company shall reimburse each Indemnified Person promptly as such expenses are incurred and are

due and payable, for any reasonable out-of-pocket legal fees or other reasonable and documented expenses incurred by them in connection

with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement

contained in this Section 6(a): (A) shall not apply to a Claim by an Indemnified Person arising out of or based upon a Violation

which occurs in reliance upon and in conformity with information furnished in writing to the Company by the Investors or such Indemnified

Person specifically for use in such Registration Statement or prospectus and was reviewed and approved in writing by such Investor or

such Indemnified Person expressly for use in connection with the preparation of any Registration Statement, any prospectus or any such

amendment thereof or supplement thereto; (B) with respect to any superseded prospectus, shall not inure to the benefit of any such Person

from whom the Person asserting any such Claim purchased the Registrable Securities that are the subject thereof (or to the benefit of

any other Indemnified Person) if the untrue statement or omission of material fact contained in the superseded prospectus was corrected

in the revised prospectus, as then amended or supplemented, and the Indemnified Person was promptly advised in writing not to use the

outdated, defective or incorrect prospectus prior to the use giving rise to a Violation; (C) shall not apply to amounts paid in settlement

of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably

withheld, conditioned or delayed. Such indemnity shall remain in full force and effect regardless of any investigation made by or on

behalf of the Indemnified Person and shall survive the transfer of the Registrable Securities by the Investor pursuant to Section

(b)

In connection with the Initial Registration Statement, any New Registration Statement or any prospectus, the Investors, severally and

not jointly, agree to indemnify, hold harmless and defend, the Company, each of its directors, each of its officers who signed the Initial

Registration Statement or signs any New Registration Statement, each Person, if any, who controls the Company within the meaning of the

Securities Act or the Exchange Act (each, an “Indemnified Party”), against any Claims resulting from any Violation,

in each case to the extent, and only to the extent, that such Violation occurs in reliance upon and in conformity with information about

an Investor furnished in writing by such Investor to the Company and reviewed and approved in writing by such Investor or such Indemnified

Person expressly for use in connection with the preparation of the Registration Statement, any New Registration Statement, any prospectus

or any such amendment thereof or supplement thereto. In no event shall the liability of an Investor be greater in amount than the dollar

amount of the proceeds (net of all expense paid by such Investor in connection with any claim relating to this Section 6 and the

amount of any damages such Investor has otherwise been required to pay by reason of such untrue statement or omission) received by such

Investor upon the sale of the Registrable Securities included in such Registration Statement giving rise to such indemnification obligation.

Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and

shall survive the transfer of the Registrable Securities by any Investor pursuant to Section 8.

(c)

Promptly after receipt by an Indemnified Person or Indemnified Party under this Section 6 of notice of the commencement of any

action or proceeding (including any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified Party

shall, if a Claim in respect thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying

party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent

the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof

with counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Party, as the case may be,

and upon such notice, the indemnifying party shall not be liable to the Indemnified Person or the Indemnified Party for any legal or

other expenses subsequently incurred by the Indemnified Person or the Indemnified Party in connection with the defense thereof; provided,

however, that an Indemnified Person or Indemnified Party (together with all other Indemnified Persons and Indemnified Parties that may

be represented without conflict by one counsel) shall have the right to retain its own counsel with the reasonable fees and expenses

to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation

by such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential

differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding.

The Indemnified Party or Indemnified Person shall cooperate with the indemnifying party in connection with any negotiation or defense

of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available

to the Indemnified Party or Indemnified Person which relates to such action or claim. The indemnifying party shall keep the Indemnified

Party or Indemnified Person fully apprised as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying

party shall be liable for any settlement of any action, claim or proceeding effected without its written consent, provided, however,

that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the

consent of the Indemnified Party or Indemnified Person, consent to entry of any judgment or enter into any settlement or other compromise

unless such judgment or settlement (i) imposes no liability or obligation on, (ii) includes as an unconditional term thereof the giving

of a complete, explicit and unconditional release from the party bringing such indemnified claims of all liability of the Indemnified

Party or Indemnified Person in respect to or arising out of such claim or litigation in favor of, and (iii) does not include any admission

of fault, culpability, wrongdoing, or wrongdoing or malfeasance by or on behalf of, the Indemnified Party or Indemnified Person. Following

indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Indemnified Party or Indemnified

Person with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The failure

to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve

such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this Section 6, except to the extent

that the indemnifying party is prejudiced in its ability to defend such action.

(d)

The indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the

investigation or defense, as and when bills are received or Indemnified Damages are incurred. Any Person receiving a payment pursuant

to this Section 6 which person is later determined to not be entitled to such payment shall return such payment (including reimbursement

of expenses) to the person making it.

(e)

The indemnity agreements contained herein shall be in addition to (i) any cause of action or similar right of the Indemnified Party or

Indemnified Person against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject to pursuant

to the law.

CONTRIBUTION.

the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum

contribution with respect to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted

by law; provided, however, that: (i) no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 11(f)

of the Securities Act) will be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation;

and (ii) contribution by any seller of Registrable Securities shall be limited in amount to the net amount of proceeds (net of all expenses

paid by such holder in connection with any claim relating to this Section 7 and the amount of any damages such holder has otherwise

been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received by such seller from

the sale of such Registrable Securities giving rise to such contribution obligation.

ASSIGNMENT OF REGISTRATION RIGHTS.

The

Company shall not assign this Agreement or any rights or obligations hereunder (whether by operation of law or otherwise) without the

prior written consent of the Required Investors; provided, however, that in any transaction, whether by merger, reorganization, restructuring,

consolidation, financing or otherwise, whereby the Company is a party and in which the Registrable Securities are converted into the

equity securities of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction,

be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person

and the term “Registrable Securities” shall be deemed to include the securities received by the Investor in connection with

such transaction unless such securities are otherwise freely tradable by the Investor after giving effect to such transaction, and the

prior written consent of the Required Investors shall not be required for such transaction.

Investor may transfer or assign its rights hereunder, in whole or from time to time in part, to one or more Persons in connection with

the transfer of not fewer than two million (2,000,000) Warrant Shares or Warrants exercisable for four million (4,000,000) Warrant Shares

(subject to appropriate adjustment in the event of any share dividend, share split, combination or other similar recapitalization) by

such Investor to such Person, provided that such Investor complies with all laws applicable thereto, and the provisions of the Purchase

Agreement, and provides written notice of assignment to the Company promptly after such assignment is effected, and such Person executes

the joinder agreement attached hereto as Exhibit C (the “Joinder Agreement”).

The

provisions of this Agreement shall be binding upon and inure to the benefit of the Investor and its successors and permitted assigns.

AMENDMENTS AND WAIVERS.

The

provisions of this Agreement, including the provisions of this sentence, may be amended, modified or supplemented, or waived only by

a written instrument executed by (i) the Company and (ii) the Required Investors, provided that (1) any party may give a waiver as to

itself, (2) any amendment, modification, supplement or waiver that disproportionately and adversely affects the rights and obligations

of any Investor relative to the comparable rights and obligations of the other Investors shall require the prior written consent of such

adversely affected Investor or each Investor, as applicable, and (3) any amendments to Section 6 or to the definitions of “Filing

Deadline,” “Effectiveness Deadline,” or “Registration Period” shall require the written consent of each

Investor. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates

exclusively to the rights of one or more Investors and that does not adversely directly or indirectly affect the rights of other Investors

may be given by Investors holding all of the Registrable Securities to which such waiver or consent relates.

10.

MISCELLANEOUS.

(a)

Notices. Any notices or other communications required or permitted to be given hereunder shall be in writing and shall be deemed

to be given (a) when delivered if personally delivered to the party for whom it is intended, (b) when delivered, if sent by electronic

mail during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next

Business Day, (c) three (3) Business Days after having been sent by certified or registered mail, return-receipt requested and postage

prepaid, or (d) one Business Day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next Business

Day delivery, with written verification of receipt:

If to the Company, addressed

as follows:

XCF

Global Inc.

2500

City West Blvd, Suite 150-13, Houston, TX 77042

Attention:

Harvey Schnitzer

Email:

h.schnitzer@xcf.global

with a copy (which shall

not constitute notice):

Paul

Hastings LLP

200

Park Avenue

New

York, NY 10166

Attention:

Gil Savir

Email:

gilsavir@paulhastings.com

ii.

If to any Investor, at its e-mail address or address set forth on its signature page to the Purchase Agreement or on the signature page

to the Joinder Agreement, as applicable, or to such e-mail address, or address as subsequently modified by written notice given in accordance

with this Section 10.

Any

Person may change the address to which notices and communications to it are to be addressed by notification as provided for herein.

(b)

Waiver. No waiver of any term, provision or condition of this Agreement, whether by conduct or otherwise, in any one or more instances,

shall be deemed to be, or be construed as, a further or continuing waiver of any such term, provision or condition or as a waiver of

any other term, provision or condition of this Agreement.

(c)

Governing Law; Submission to Jurisdiction; Venue. The provisions of Section 7.4 of the Purchase Agreement are incorporated

by reference herein mutatis mutandis.

(d)

Waiver of Jury Trial. The provisions of Section 7.5 of the Purchase Agreement are incorporated by reference herein mutatis

mutandis.

(e)

Headings. The titles, subtitles and headings in this Agreement are for convenience of reference and shall not form part of, or

affect the interpretation of, this Agreement.

(f)

Counterparts. This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the

same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party; provided

that a facsimile or pdf signature including any electronic signatures complying with the U.S. federal ESIGN Act of 2000 (e.g.,

www.docusign.com) shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as

if the signature were an original, not a facsimile or pdf (or other electronic reproduction of a) signature.

(g)

Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and

shall execute and deliver all such other agreements, certificates, instruments and documents as the other party may reasonably request

in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated

hereby.

(h)

Contract Interpretation. This Agreement is the joint product of each Investor and the Company and each provision hereof has been

subject to the mutual consultation, negotiation and agreement of such parties and shall not be construed for or against any party hereto.

(i)

No Third Party Beneficiaries. Except as specifically provided in Section 6, nothing in this Agreement, express or implied, is

intended to confer on any Person other than the parties to this Agreement any rights, remedies, claims, benefits, obligations or liabilities

under or by reason of this Agreement, and no Person that is not a party to this Agreement (including, without limitation, any partner,

member, shareholder, director, officer, employee or other beneficial owner of any party to this Agreement, in its own capacity as such

or in bringing a derivative action on behalf of a party to this Agreement) shall have any standing as a third party beneficiary with

respect to this Agreement or the transactions contemplated hereby.

(j)

Severability. If any part or provision of this Agreement is held unenforceable or in conflict with the applicable laws or regulations

of any jurisdiction, the invalid or unenforceable part or provisions shall be replaced with a provision which accomplishes, to the extent

possible, the original business purpose of such part or provision in a valid and enforceable manner, and the remainder of this Agreement

shall remain binding upon the parties hereto.

(k)

Non-Recourse. Notwithstanding anything that may be expressed or implied in this Agreement, the Company covenants, agrees and acknowledges

that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against

any current or future director, officer, employee, stockholder, general or limited partner or member of the Investors or of any affiliates

or assignees thereof, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute,

regulation or other applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to,

be imposed on or otherwise be incurred by any current or future director, officer, employee, stockholder, general or limited partner

or member of the Investors or of any affiliates or assignees thereof, as such for any obligation of the Investors under this Agreement

or any documents or instruments delivered in connection with this Agreement for any claim based on, in respect of or by reason of such

obligations or their creation.

(l)

Specific Performance. In addition to any and all other remedies that may be available at law in the event of any breach of this

Agreement, each Investor shall be entitled to specific performance of the agreements and obligations of the Company hereunder and to

such other injunction or other equitable relief as may be granted by a court of competent jurisdiction.

(m)

Cumulative Remedies. The remedies provided herein are cumulative and not exclusive of any remedies provided by law.

[Signature

Page Follows]

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

COMPANY:

XCF Global, Inc.

By:

Name:

Title:

[Signature

Page to Registration Rights Agreement]

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

INVESTOR:

GL PART SPV II, LLC

By:

Name:

Title:

Address:

30 N Gould St., Suite R

Sheridan WY 82801

Attention: Majique Ladnier

Email: [***]

[Signature

Page to Registration Rights Agreement]

Exhibit

PLAN

OF DISTRIBUTION

are registering for resale from time to time by the Selling Securityholders:

●

up to [●] Warrants;

and

●

up to [●] Warrant Shares.

[We

are also registering the issuance by us of up to an aggregate of [●] Warrant Shares that may be issued to a person that purchases

Warrants sold pursuant to this prospectus.]

will not receive any proceeds from the sale by the Selling Securityholders of the securities offered by them described in this prospectus,

except with respect to amounts received by us upon the exercise of the Warrants for cash. The aggregate proceeds to the Selling Securityholders

will be the purchase price of the securities less any discounts and commissions borne by the Selling Securityholders.

The

Warrant Shares and the Warrants beneficially owned by the Selling Securityholders covered by this prospectus may be offered and sold

from time to time by the Selling Securityholders. The term “Selling Securityholders” includes donees, pledgees, transferees

or other successors in interest selling securities received after the date of this prospectus from a Selling Securityholder as a gift,

pledge, partnership distribution or other transfer.

The

Selling Securityholders will act independently of us in making decisions with respect to the timing, manner and size of each sale. Each

Selling Securityholder reserves the right to accept and, together with its respective agents, to reject, any proposed purchase of securities

to be made directly or through agents. The securities may be offered to the public through underwriting syndicates represented by managing

underwriters or by underwriters without a syndicate. The obligations of the underwriters to purchase the securities will be subject to

certain conditions.

The

Selling Securityholders may sell their Warrants and Warrant Shares by one or more of, or a combination of, the following methods:

●

purchases by a broker-dealer

as principal and resale by such broker-dealer for its own account pursuant to this prospectus;

●

ordinary brokerage transactions

and transactions in which the broker solicits purchasers;

●

block trades in which the

broker-dealer so engaged will attempt to sell the offered securities as agent but may position and resell a portion of the block as

principal to facilitate the transaction;

●

an over-the-counter distribution

in accordance with the rules of Nasdaq;

●

through trading plans entered

into by a Selling Securityholder pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, that are in place at

the time of an offering pursuant to this prospectus and any applicable prospectus supplement hereto that provide for periodic sales

of their securities on the basis of parameters described in such trading plans;

●

through one or more underwritten

offerings on a firm commitment or best efforts basis;

A-1

●

settlement of short sales

entered into after the effective date of the registration statement of which this prospectus is a part;

●

agreements with broker-dealers

to sell a specified number of the securities at a stipulated price per Warrant Share or Warrant;

●

in “at the market”

offerings, as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act’), at negotiated prices,

at prices prevailing at the time of sale or at prices related to such prevailing market prices, including sales made directly on a

national securities exchange or sales made through a market maker other than on an exchange or other similar offerings through sales

agents;

●

in privately negotiated transactions;

●

in options transactions;

●

through a combination of

any of the above methods of sale; or

●

any other method permitted

pursuant to applicable laws.

The

Selling Securityholder may also sell Shares under Rule 144 under the Securities Act (“Rule 144”) or any other exemptions

from registration under the Securities Act, if available, rather than under this prospectus.

Broker-dealers

engaged by the Selling Securityholder may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions

or discounts from the Selling Securityholder (or, if any broker-dealer acts as agent for the purchaser of Shares, from the purchaser)

in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not in

excess of a customary brokerage commission in compliance with FINRA Rule 2121; and in the case of a principal transaction a markup

or markdown in compliance with FINRA Rule 2121.

The

Selling Securityholders may, from time to time, pledge or grant a security interest in some or all of the Warrants and/or Warrant Shares

owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell

the Warrants and/or Warrant Shares, as applicable, from time to time, under this prospectus, or under an amendment to this prospectus

under Rule 424(b)(3) or other applicable provision of the Securities Act, amending the list of Selling Securityholders to include the

pledgee, transferee or other successors in interest as Selling Securityholders under this prospectus. The Selling Securityholders also

may transfer the Warrants and/or Warrant Shares in other circumstances, in which case the transferees, pledgees or other successors in

interest will be the Selling Securityholders for purposes of this prospectus.

connection with the sale of Warrant Shares, the Selling Securityholders may enter into hedging transactions with broker-dealers or other

financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions they assume.

The Selling Securityholders may also sell the common stock short and deliver Warrant Shares to close out its short position, or loan

or pledge the Warrant Shares to broker-dealers that in turn may sell Warrant Shares. The Selling Securityholders may also enter into

option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require

the delivery to such broker-dealer or other financial institution of Warrant Shares offered by this prospectus, which Warrant Shares

such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such

transaction).

A-2

The

Selling Securityholders and any broker-dealers or agents that are involved in selling the Warrants or Warrant Shares may be deemed to

be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions

received by such broker-dealers or agents and any profit on the resale of the Warrants or Warrant Shares purchased by them may be deemed

to be underwriting commissions or discounts under the Securities Act.

the extent required, the securities to be sold, the names of the selling securityholders, the respective purchase prices and public offering

prices, the names of any agent, dealer or underwriter, and any applicable commissions or discounts with respect to a particular offer

will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement

of which this prospectus is a part.

order to comply with the securities laws of some states, if applicable, the Warrants and Warrant Shares may be sold in these jurisdictions

only through registered or licensed brokers or dealers. In addition, in some states the Warrants and Warrant Shares may not be sold unless

such securities have been registered or qualified for sale or an exemption from registration or qualification requirements is available

and is complied with.

are required to pay the fees and expenses incurred by the Company incident to the registration of the Shares, including, without limitation,

all registration, qualification and filing fees, fees and expenses of compliance with securities or blue sky laws. We have agreed to

indemnify the Selling Securityholders against certain losses, claims, damages, and liabilities, including liabilities under the Securities

Act. The Selling Securityholders will be responsible for the payment of all discounts and commissions incurred in connection with sales

of common stock pursuant to the registration statement of which this prospectus forms a part.

have agreed with the Selling Securityholders to use reasonable best efforts to cause the registration statement of which this prospectus

constitutes a part to become effective and to remain continuously effective until the earliest to occur of: the earliest to occur of

the following events: (i) the date on which the Investors shall have resold all the Registrable Securities covered thereby; (ii) the

date on which the Warrants and the Warrant Shares may be resold by the Investors without registration and without regard to any volume

or manner-of-sale limitations by reason of Rule 144, without the requirement for the Company to be in compliance with the current public

information requirement under Rule 144 under the Securities Act or any other rule of similar effect; and (iii) the date on which all

legends restricting transfer of the Warrants and the Warrant Shares under the Securities Act have been removed from the Warrants and

the Warrant Shares.

The

Selling Securityholder and any other person participating in such distribution will be subject to applicable provisions of the Exchange

Act and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing

of purchases and sales of any of the Warrants and Warrant Shares by the Selling Securityholders and any other participating person. Regulation

M may also restrict the ability of any person engaged in the distribution of the Warrants and the Warrant Shares to engage in market-making

activities with respect to such securities. All of the foregoing may affect the marketability of the Warrants and the Warrant Shares

and the ability of any person or entity to engage in market-making activities with respect to the Warrants and the Warrant Shares .

will make copies of this prospectus available to the Selling Securityholders and have informed the Selling Securityholders of the need

to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under

the Securities Act).

A-3

Exhibit

INVESTOR

QUESTIONNAIRE

The

undersigned hereby provides the following information to XCF Global, Inc. (the “Company”) and represents and warrants that

such information is accurate (capitalized terms used herein, but not defined herein shall have the meanings assigned to them in the Registration

Rights Agreement, dated as of July [●], 2026 by and between the Company and GL PART SPV II, LLC):

Name.

(a)

Full Legal Name of Investor

(b)

Full Legal Name of registered

holder (if not the same as (a) above) through which Registrable Securities are held:

(c)

Full Legal Name of Natural

Control Person (which means a natural person who directly or indirectly alone or with others has power to vote or dispose of the securities

covered by this Questionnaire):

Address for Notices to Investor:

Telephone: ______________________________________________________________________________________

E-Mail:

_________________________________________________________________________________________

Contact

Person:

B-1

Broker-Dealer Status:

(a)

Are you a broker-dealer?

Yes

☐ No

☐

(b)

If “yes” to Section

3(a), did you receive your Registrable Securities as compensation for investment banking services to the Company?

Yes

☐ No

☐

Note:

If “no” to Section

3(b), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

(c)

Are you an affiliate of a

broker-dealer?

Yes

☐ No

☐

(d)

If you are an affiliate of

a broker-dealer, do you certify that you purchased the Registrable Securities in the ordinary course of business, and at the time of

the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly, with any

person to distribute the Registrable Securities?

Yes

☐ No

☐

Note:

If “no” to Section

3(d), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

Beneficial Ownership of Securities of the Company Owned by the Investor.

Except

as set forth below in this Item 4, the undersigned is not the beneficial or registered owner of any securities of the Company other than

the securities issuable pursuant to the Purchase Agreement.

(a)

Type and Amount of other

securities beneficially owned by the Investor:

B-2

Relationships with the Company:

Except

as set forth below, neither the undersigned nor any of its affiliates, officers, directors or principal equity holders (owners of 5%

of more of the equity securities of the undersigned) has held any position or office or has had any other material relationship with

the Company (or its predecessors or affiliates) during the past three years.

State

any exceptions here:

The

undersigned agrees to promptly notify the Company of any material inaccuracies or changes in the information provided herein that may

occur subsequent to the date hereof at any time while the Registration Statement remains effective; provided, that the undersigned shall

not be required to notify the Company of any changes to the number of securities held or owned by the undersigned or its affiliates.

signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 5 and

the inclusion of such information in the Registration Statement and the related prospectus and any amendments or supplements thereto.

The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment

of the Registration Statement and the related prospectus and any amendments or supplements thereto.

The

undersigned hereby acknowledges and is advised of Securities Act Sections Corporation Finance Interpretation 239.10 regarding short selling,

which states as follows:

issuer filed a Form S-3 registration statement for a secondary offering of common stock which is not yet effective. One of the selling

shareholders wanted to do a short sale of common stock “against the box” and cover the short sale with registered shares

after the effective date. The issuer was advised that the short sale could not be made before the registration statement becomes effective,

because the shares underlying the short sale are deemed to be sold at the time such sale is made. There would, therefore, be a violation

of Section 5 if the shares were effectively sold prior to the effective date.

returning this Questionnaire, the undersigned will be deemed to be aware of the foregoing interpretation.

WITNESS WHEREOF the undersigned, by authority duly given, has caused this Questionnaire to be executed and delivered either in person

or by its duly authorized agent.

Date:

Beneficial Owner:___________________________________

By:

Name:

Title:

PLEASE

EMAIL A .PDF COPY OF THE COMPLETED AND EXECUTED QUESTIONNAIRE TO: KEITHPISANI@PAULHASTINGS.COM.

B-3

EXHIBIT

JOINDER

AGREEMENT

executing this JOINDER AGREEMENT, the undersigned hereby agrees to become a party to the Registration Rights Agreement dated as of July

[●], 2026, by and among XCF Global, Inc., a Delaware corporation, and GL PART SPV II, LLC, and that he/she/it will have all the

rights and obligations of an Investor provided under such Registration Rights Agreement.

Dated:

[NAME]

By:

Name:

Title:

Address:

Email:

Facsimile

No.:

C-1

EX-10.4

Filename: ex10-4.htm · Sequence: 6

Exhibit

10.4

SECURITIES

PURCHASE AGREEMENT

This

SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of July 20, 2026 (the “Effective Date”),

is by and between XCF Global, Inc., a Delaware corporation (the “Company”), and Lombard Street Partners, LLC, a California

limited liability company (“Buyer”).

RECITALS

Buyer wishes to purchase, and the Company wishes to sell, upon the terms and conditions stated in this Agreement, 6,666,667 shares of

the Company’s Class A Common Stock, par value $0.0001 per share (the “Common Stock”), for an aggregate equity

investment equal to $1,000,000.05.

The Company and Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded

by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) of Regulation

D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”)

under the Securities Act.

AGREEMENT

NOW,

THEREFORE, in consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration,

the receipt and sufficiency of which are hereby acknowledged, the Company and Buyer (the “Parties”) hereby agree as

follows:

PURCHASE AND SALE OF SHARES.

(a)

Initial Purchase of Shares. On the Effective Date, upon delivery and execution of this Agreement by both parties hereto, the Company

shall issue and sell to Buyer, and Buyer shall purchase from the Company 3,333,334 shares of Common Stock (the “Initial Shares”).

On July 24, 2026 (the “Second Funding Date”), unless an Event of Default has occurred and is uncured, the Company

shall issue and sell to Buyer, and Buyer shall purchase from the Company 3,333,333 shares of Common Stock (the “Additional Shares”,

and, together with the Initial Shares, the “Shares”).

(b)

Closings. The closings of the purchase of the Shares by the Buyer shall take place by electronic exchange of executed documents.

(c)

Purchase Price. The aggregate purchase price for the Shares to be purchased by Buyer (the “Purchase Price”)

shall be one million dollars and five cents ($1,000,000.05), which will be paid by Buyer to Company in two instalments, as set forth

in Section 1(d), below. All references to currency herein shall be deemed to refer to United States Dollars.

(d)

Form of Payment. On the Effective Date, (i) Buyer shall pay the portion of the Purchase Price attributable to the Initial Shares

(an amount equal to $500,000.10) to the Company by wire transfer of immediately available funds to such account as designated by the

Company in Exhibit A attached hereto, and (ii) the Company shall deliver or cause to be delivered to Buyer notification(s) produced

by the direct registration system maintained by the Company’s transfer agent evidencing ownership of the Initial Shares and registered

in the name of Buyer or its nominee designated by the Buyer. On the Second Funding Date, (i) Buyer shall pay the remaining balance of

the Purchase Price (an amount equal to $499,999.95) to the Company by wire transfer of immediately available funds to such account as

designated by the Company in Exhibit A attached hereto, and (ii) the Company shall deliver or cause to be delivered to Buyer notification(s)

produced by the direct registration system maintained by the Company’s transfer agent evidencing ownership of the Additional Shares

and registered in the name of Buyer or its nominee designated by the Buyer.

(e)

Registration Rights. The Company shall register the resale of the Shares by the Buyer with U.S. Securities and Exchange Commission

either (i) in connection with the Form S-4 registration statement the Company intends to file in connection with its recently announced

Business Combination Agreement with Southern Energy Renewables, Inc., a Louisiana corporation (“Southern”) and DevvStream

Corp., an Alberta corporation (“DEVS”), or (ii) if such registration statement is not available for the registration

of the resale of the Shares, concurrently with registration of the resale of the 100,000,000 shares of common stock the Company has sold

to EEME Energy SPV I LLC (“EEME”) and Brown Stone Capital Ltd. (“Brown Stone”) pursuant to the term sheet dated

January 26, 2026 between the Company, Southern and DEVS and the Securities Purchase Agreement between the Company and Brown Stone dated

April 15, 2026 (the “EEME Registration Statement”). The company agrees to use its commercially reasonable efforts to file

the EEME Registration Statement no later than 2 weeks following the effectiveness of the S-4 regarding the merger with Southern and DEVS.

Additionally, the Company agrees that if the EEME Registration Statement is not effective within 90-days of its filing with the SEC,

then the Company shall pay Buyer a fee equal to an additional 1,000,000 common shares (the “Registration Penalty”).

Buyer acknowledges and agrees that the Registration Penalty is in addition to, and not in lieu of, other rights and remedies that may

be available to Buyer for breach of Company’s obligations under this Section 1(e).

(f)

Use of Proceeds. The Company represents, covenants, and agrees that the proceeds that Buyer pays to Company in connection with

this Agreement, totaling $1,000,000.05, shall be used, in part, for the satisfaction of payments necessary for the successful and prompt

commencement of the Company’s warrant program.

(g)

Payment of Certain Expenses. Company shall pay, by wire transfer of immediately available funds to an account designated by the

Buyer, an amount equal to $7,500 to be applied against the Buyer’s reasonable out-of-pocket expenses, including the legal fees

and disbursements of Buyer’s legal counsel, incurred by Buyer in connection with the preparation, negotiation, execution, and delivery

of this Agreement by Buyer.

BUYER’S REPRESENTATIONS AND WARRANTIES.

Buyer

represents and warrants to the Company that, as of the Effective Date:

(a)

Organization; Authority. Buyer is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction

of its organization with the requisite power and authority to enter into and to consummate the transactions contemplated by this Agreement

and otherwise to carry out its obligations hereunder.

(b)

No Public Sale or Distribution. Buyer is acquiring the Shares for its own account and not with a view towards, or for resale in

connection with, the public sale or distribution thereof in violation of applicable securities laws, except pursuant to sales registered

or exempted under the Securities Act; provided, however, by making the representations herein, Buyer does not agree, or make any representation

or warranty, to hold any of the Shares for any minimum or other specific term and reserves the right to dispose of the Shares at any

time in accordance with or pursuant to a registration statement or an exemption from registration under the Securities Act. Buyer does

not presently have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Shares in violation

of applicable securities laws. For purposes of this Agreement, “Person” means an individual, a limited liability company,

a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any Governmental Entity

or any department or agency thereof.

(c)

Accredited Buyer Status. Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D.

(d)

Reliance on Exemptions. Buyer understands that the Shares are being offered and sold to it in reliance on specific exemptions

from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the

truth and accuracy of, and Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings

of Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of Buyer to acquire the Shares.

(e)

Information. Buyer and its advisors, if any, have been furnished with all materials relating to the business, finances and operations

of the Company and materials relating to the offer and sale of the Shares that have been requested by Buyer. Buyer and its advisors,

if any, have been afforded the opportunity to ask questions of the Company. Neither such inquiries nor any other due diligence investigations

conducted by Buyer or its advisors, if any, or its representatives shall modify, amend or affect Buyer’s right to rely on the Company’s

representations and warranties contained herein. Buyer understands that its investment in the Shares involves a high degree of risk and

hereby acknowledges reviewing the Company’s Risk Factors set forth in its Annual Report on Form 10-K for the year ended December

31, 2025. Buyer has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision

with respect to its acquisition of the Shares.

(f)

No Governmental Review. Buyer understands that no United States federal or state agency or any other government or governmental

agency has passed on or made any recommendation or endorsement of the Shares or the fairness or suitability of the investment in the

Shares nor have such authorities passed upon or endorsed the merits of the offering of the Shares.

(g)

Transfer or Resale. Buyer understands that: (i) the Shares have not been and are not being registered under the Securities Act

or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder,

(B) Buyer shall have delivered to the Company (if requested by the Company) an opinion of counsel, in a form reasonably acceptable to

the Company, to the effect that such Shares to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption

from such registration, or (C) Buyer provides the Company with reasonable assurance that such securities can be sold, assigned or transferred

pursuant to Rule 144 or Rule 144A promulgated under the Securities Act (or a successor rule thereto) (collectively, “Rule 144”);

(ii) and will contain standard transfer restrictions.

(h)

Validity; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of Buyer and shall

constitute the legal, valid and binding obligations of Buyer enforceable against Buyer in accordance with its terms, except as may be

limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, liquidation or other

laws relating to or affecting the rights of creditors generally, or (ii) principles of equity, whether considered at law or equity.

(i)

No Conflicts. The execution, delivery and performance by Buyer of this Agreement and the consummation by Buyer of the transactions

contemplated hereby and thereby will not (i) result in a violation of the organizational documents of Buyer, or (ii) conflict with, or

constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights

of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which Buyer is a party, or (iii)

result in a violation of any Law (including U.S. federal and state securities laws) applicable to Buyer, except in the case of clauses

(ii) and (iii) above, for such conflicts, defaults, rights or violations which could not, individually or in the aggregate, reasonably

be expected to have a material adverse effect on the ability of Buyer to perform its obligations hereunder.

(j)

Residency. Buyer is a resident of that jurisdiction specified below its address on the signature page of Buyer attached hereto.

(k)

Independent Evaluation. Buyer confirms and agrees that (i) it has independently evaluated the merits of its decision to purchase

the Shares, (ii) it has not relied on the advice of, or any representations by any placement agent or any affiliate thereof or any of

their respective representatives in making such decision.

(l)

Acknowledgement of Risk. Buyer acknowledges and understands that its investment in the Shares involves a significant degree of

risk, including, without limitation, (i) the Company remains an early stage business with limited operating history and requires substantial

funds in addition to the proceeds from the sale of the Shares; (ii) an investment in the Company is speculative, and only purchasers

who can afford the loss of their entire investment should consider investing in the Company and the Shares; (iii) Buyer may not be able

to liquidate its investment; (iv) transferability of the Shares is limited; (v) in the event of a disposition of the Shares, Buyer could

sustain the loss of its entire investment; and (vi) the Company has not paid any dividends on its Common Shares since inception and does

not anticipate the payment of dividends in the foreseeable future.

REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

The

Company represents and warrants to Buyer that, as of the Effective Date and as of the Effective Time (except as to any representations

and warranties that specifically relate to an earlier date):

(a)

The Company is a corporation duly organized, validly existing and in good standing under the laws of the Delaware, and has the requisite

corporate power and capacity to own, lease and operate its properties and to carry on its business as now being conducted. Each of the

Company’s subsidiaries is duly incorporated or organized, as the case may be, and validly existing and in good standing (to the

extent such concept exists in such subsidiary’s home jurisdiction) under the laws of the jurisdiction of its incorporation or organization,

as the case may be, and has the requisite power and authority to carry on its business as now conducted and to own or lease its properties

(b)

The Shares have been duly authorized and, when issued, delivered and paid for pursuant to this Agreement, will be validly issued, fully

paid and non-assessable.

(c)

This Agreement has been duly authorized, validly executed and delivered by the Company and shall constitute the legal, valid and binding

obligations of the Company enforceable against the Company in accordance with its terms, except as may be limited or otherwise affected

by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of

creditors generally, or (ii) principles of equity, whether considered at law or equity. The Company has all requisite power and authority

to enter into this Agreement and to carry out and perform its obligations under the terms of this Agreement, including the issuance and

sale of the Shares. All action on the part of the Company, its officers, directors and shareholders necessary for the authorization of

the Shares, the authorization, execution, delivery and performance of this Agreement and the consummation of the transactions contemplated

herein, including the issuance and sale of the Shares, has been taken.

(d)

A copy of each form, report, statement, schedule, proxy and other document filed by the Company with the U.S. Securities and Exchange

Commission (the “SEC”) on or prior to the Effective Date (collectively, the “SEC Reports”) is available

to Buyer (including via the SEC’s EDGAR system). As of their respective filing dates, all SEC Reports complied in all material

respects with the requirements of the Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations

of the SEC promulgated thereunder. None of the SEC Reports filed under the Exchange Act (except to the extent that information contained

in any SEC Report has been superseded by a later timely filed SEC Report) contained, when filed or, if amended, as of the date of such

amendment with respect to those disclosures that are amended, any untrue statement of a material fact or omitted to state a material