Form 8-K

8-K — XCF Global, Inc.

Accession: 0001213900-26-111746

Filed: 2026-10-22

Period: 2026-10-16

CIK: 0002019793

SIC: 2860 (INDUSTRIAL ORGANIC CHEMICALS)

Item: Entry into a Material Definitive Agreement

Item: Termination of a Material Definitive Agreement

Item: Completion of Acquisition or Disposition of Assets

Item: Material Modifications to Rights of Security Holders

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0309265-8k_xcfglobal.htm (Primary)

EX-4.1 — WARRANT AGREEMENT BETWEEN THE COMPANY AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY, DATED OCTOBER 16, 2026 (ea030926501ex4-1.htm)

EX-10.2 — AMENDMENT TO THE XCF GLOBAL, INC. 2025 EQUITY INCENTIVE PLAN IMPLEMENTING THE APPROVED SHARE RESERVE INCREASE (ea030926501ex10-2.htm)

EX-10.3 — TERMINATION AND SETTLEMENT AGREEMENT, DATED AS OF OCTOBER 22, 2026, BY AND BETWEEN XCF GLOBAL, INC. AND FOCUS IMPACT PARTNERS, LLC (ea030926501ex10-3.htm)

EX-99.1 — PRESS RELEASE ANNOUNCING COMPLETION OF THE BUSINESS COMBINATION, DATED OCTOBER 16, 2026 (ea030926501ex99-1.htm)

EX-99.2 — PRESS RELEASE ANNOUNCING THE CFO, DATED OCTOBER 22, 2026 (ea030926501ex99-2.htm)

GRAPHIC (ea030926501_ex99-2img1.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

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0002019793

2026-10-16

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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) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

October 16, 2026

XCF GLOBAL, INC.

(Exact name of registrant as specified in its

charter)

Delaware

001-42687

33-4582264

(State or other jurisdiction

of 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)

Not Applicable

(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 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If 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. ☐

Introductory Note

Unless otherwise stated herein or unless the context

otherwise requires, the terms “we,” “us,” “our” and the “Company” refer to XCF Global,

Inc., a Delaware corporation. Terms used in this Current Report on Form 8-K but not defined herein, or for which definitions are not otherwise

incorporated by reference herein, shall have the meanings given to such terms in the definitive joint proxy statement/prospectus filed

with the Securities and Exchange Commission (the “SEC”) by the Company on July 31, 2026, as supplemented by Supplement No.

1 filed with the SEC on September 14, 2026 (as supplemented, the “Proxy Statement/Prospectus”), and such definitions are incorporated

herein by reference. This Current Report on Form 8-K also incorporates by reference certain information from reports and other documents

that were previously filed with the SEC, including certain information from the Proxy Statement/Prospectus. To the extent there is a conflict

between the information contained in this Current Report on Form 8-K and the information contained in such prior reports and documents

that has been incorporated by reference herein, the information in this Current Report on Form 8-K controls.

On April 13, 2026, the Company, DevvStream Corp.,

an Alberta corporation (“DevvStream Alberta”), Southern Energy Renewables Inc., a Louisiana corporation (“Southern Energy”),

Southern Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Southern Merger Sub”), and DevvStream

Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of the Company (“DevvStream Merger Sub”), entered into

a business combination agreement (as amended by Amendment No. 1, dated as of September 14, 2026, the “BCA”), pursuant to which

the Company agreed to acquire Southern Energy and DevvStream in a series of transactions (collectively, the “Business Combination”).

On October 16, 2026 (the “Closing Date”), the parties to the BCA announced the completion of the Business Combination. The

terms of the BCA provided that the Business Combination would be completed in three steps, with (i) DevvStream Alberta continuing out

of the Province of Alberta and domesticating as DevvStream Legacy Corp., a Delaware corporation (“DevvStream”) (such step,

the “Domestication”), consummated on October 15, 2026, (ii) DevvStream Merger Sub merging with and into DevvStream (the “DevvStream

Merger”), consummated on October 16, 2026, and (iii) Southern Merger Sub merging with and into Southern Energy and (the “Southern

Merger” and, together with the DevvStream Merger, the “Mergers”), consummated on October 20, 2026, with each of Southern

Energy and DevvStream surviving as a direct wholly owned subsidiary of the Company.

Pursuant to the terms of the BCA:

(a) in connection with the consummation of the

DevvStream Merger ,(the “Effective Time”), (i) all of the issued and outstanding common shares of DevvStream immediately prior

to the Effective Time (other than excluded shares) were converted into the right to receive 1.1919 (the “DevvStream Exchange Ratio”)

shares of the Company’s Class A common stock, par value $0.0001 per share (“XCF Global Common Shares”) per DevvStream

share or an aggregate of 62,253,004 XCF Global Common Shares, equal to approximately 14.99% of the aggregate number of XCF Global Common

Shares issued and outstanding immediately prior to the Effective Time, such that the former holders of DevvStream shares hold approximately

10.43% of the XCF Global Common Shares immediately following the consummation of the Mergers, and (ii) each issued and outstanding DevvStream

warrant, option and restricted stock unit covered by the BCA was assumed by the Company and converted into a new XCF warrant, option and

restricted stock unit, as applicable, with the number of shares and the exercise or conversion price, as applicable, adjusted by the DevvStream

Exchange Ratio in accordance with the BCA; and

(b) in connection with the consummation of the

Southern Merger, all of the issued and outstanding shares of Southern Energy immediately prior to the Effective Time (other than shares

held in treasury) were converted into 119,397,857 XCF Global Common Shares, equal to approximately 28.75% of the aggregate number of XCF

Global Common Shares issued and outstanding immediately prior to the Effective Time, such that the former holders of Southern Energy shares

hold approximately 20% of the XCF Global Common Shares following consummation of the Mergers.

As of the closing of the Business Combination

and after giving effect to the Mergers, the Company had approximately 596 million XCF Global Common Shares outstanding. The issuance

of the shares of XCF Global Common Shares in the Business Combination was registered under the Securities Act of 1933, as amended (the

“Securities Act”), pursuant to the Company’s registration statement on Form S-4 (Registration No. 333-296774), which

was declared effective by the SEC on July 31, 2026, as amended by the filing of the Company’s registration statement on Form S-4

pursuant to Rule 462(b) under the Securities Act.

Item 1.01. Entry into a Material Definitive

Agreement.

Indemnification Agreements

The disclosure set forth in the “Introductory

Note” above is incorporated by reference into this Item 1.01. On the Closing Date, the Company entered into indemnification agreements

(the “Indemnification Agreements”) with each of Chad J. Langley, John Wharton and Carl Stanton, who became directors of the

Company upon the closing of the Business Combination. Each Indemnification Agreement provides for indemnification and advancements by

the Company, subject to the limitations and exclusions provided therein, of certain expenses, including attorneys’ fees, judgments,

fines and settlement amounts, incurred by the director in any action or proceeding arising out of his services as one of the Company’s

directors or any other company or enterprise to which he is or was serving or providing services at the Company’s request. The foregoing

description of the Indemnification Agreements does not purport to be complete and is qualified in its entirety by the terms and conditions

thereof, a form of which is incorporated by reference as Exhibit 10.1 to this Current Report on Form 8-K.

Item 1.02 Termination of a Material Definitive

Agreement.

The information set forth under the caption “Relationships

and Related Person Transactions” in Item 5.02 of this Current Report on Form 8-K, regarding the Termination and Settlement Agreement

and the termination of the Consulting Agreement, is incorporated by reference into this Item 1.02. The Company did not incur any early

termination penalties in connection with the termination of the Consulting Agreement, other than the payment described therein.

Item 2.01 Completion of Acquisition or Disposition

of Assets.

The disclosure set forth in the “Introductory

Note” above is incorporated by reference into this Item 2.01. In addition, the material terms of the Business Combination are described

in greater detail in the Proxy Statement/Prospectus in the section titled “The Business Combination” beginning on page 80

thereof, which is incorporated into this Item 2.01 by reference. The Company’s stockholders considered and approved, among other

matters, the issuance of XCF Global Common Shares in the Business Combination at a special meeting of the Company’s stockholders

held on October 5, 2026, and DevvStream’s shareholders approved the Business Combination and the Domestication at a special meeting

of DevvStream’s shareholders held on September 17, 2026. The Business Combination was subsequently completed on October 16, 2026.

The businesses of Southern Energy and DevvStream

are described in the Proxy Statement/Prospectus in the sections titled “Information About Southern Energy” and “Information

About DevvStream” beginning on pages 285 and 243 thereof, respectively, and that information is incorporated into this Item 2.01

by reference.

Following the closing of the Business Combination,

DevvStream’s common shares ceased to be quoted on the over-the-counter market, and the XCF Global Common Shares continue to trade

on The Nasdaq Stock Market LLC under the symbol “SAFX.”

Prior to the Business Combination, entities controlled

by Majique Ladnier, the Company’s largest stockholder, held all of the outstanding shares of Southern Energy and certain DevvStream

common shares, and certain of the Company’s directors and their affiliates had relationships with DevvStream. These relationships

are described in the Proxy Statement/Prospectus in the sections titled “Certain Relationships and Related Person Transactions of

XCF Global” and “Interests of XCF Global’s and DevvStream’s Directors and Executive Officers in the Business Combination”

beginning on pages 234 and 298 thereof, respectively, which are incorporated into this Item 2.01 by reference.

The foregoing description of the BCA does not

purport to be complete and is qualified in its entirety by the terms and conditions thereof, copies of which are incorporated by reference

as Exhibits 2.1 and 2.2 to this Current Report on Form 8-K.

Item 3.03 Material Modification to Rights of

Security Holders.

The information set forth in the “Introductory

Note” and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference. As a result of the Business Combination,

the former holders of Southern Energy shares and DevvStream common shares became holders of XCF Global Common Shares. The material terms

of the Company’s Amended and Restated Certificate of Incorporation, as amended, and Amended and Restated Bylaws and the general

effect upon the rights of holders of the Company’s securities are described in the Proxy Statement/Prospectus in the sections “Description

of XCF Global Capital Stock” and “Comparison of Rights of DevvStream Shareholders and XCF Global Stockholders” beginning

on pages 311 and 321 thereof, respectively, which are incorporated herein by reference.

On October 16, 2026, in connection with the completion

of the Business Combination, the Company and Continental Stock Transfer & Trust Company entered into a Warrant Agreement providing

for the Company’s assumption of the DevvStream warrants. A copy of the Warrant Agreement is included as Exhibit 4.1 to this Current

Report on Form 8-K and is incorporated herein by reference.

As previously reported in the Company’s

Current Report on Form 8-K filed on October 6, 2026, on October 5, 2026, the Company amended its Amended and Restated Certificate of Incorporation

to increase the number of authorized XCF Global Common Shares from 500,000,000 to 1,700,000,000. A copy of the certificate of amendment

is included as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain

Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Directors and Executive Officers

Effective upon completion of the Business

Combination, Chad J. Langley, John Wharton and Carl Stanton, who were elected by the Company’s stockholders on October 5,

2026, became directors of the Company. Pursuant to the BCA, following the closing of the Business Combination, the board of

directors of the Company (the "Board") consists of seven (7) directors, comprised of: (A) four (4) directors designated by XCF

(Christopher Cooper, Wray Thorn, Sanford Cockrell and Si-Yeon Kim), (B) two (2) directors designated by Southern (Chad J. Langley

and John Wharton), and (C) one (1) director designated by DevvStream (Carl Stanton). In addition, Christopher Cooper continues to

serve as Chief Executive Officer of the Company.

Effective upon completion of the Business Combination,

the Board appointed Sanford Cockrell (chair), Chad J. Langley and Si-Yeon Kim to the Audit Committee; Chad J. Langley, John Wharton and

Sanford Cockrell to the Compensation Committee; Si-Yeon Kim (chair), Sanford Cockrell and John Wharton to the Nominating and Governance

Committee; and Wray Thorn (chair), Chad J. Langley, Carl Stanton and Sanford Cockrell to the Finance Committee.

The information set forth in the Proxy Statement/Prospectus

in the section titled “Information About XCF Global Upon Completion of the Business Combination” beginning on page 304 thereof,

and in the sections referenced in Item 2.01 of this Current Report on Form 8-K regarding related person transactions and interests in

the Business Combination, is incorporated herein by reference.

Appointment of President and Chief Financial

Officer

The Board appointed Wray T. Thorn, a member of

the Board, as President and Chief Financial Officer (“CFO”) of the Company, effective October 19, 2026, to serve at the pleasure

of the Board until his successor is duly elected and qualified or until his earlier death, resignation or removal. As CFO, Mr. Thorn will

serve as the Company’s principal financial officer. Mr. Thorn will continue to serve as a member of the Board.

In connection with Mr. Thorn’s appointment,

Harvey Schnitzer ceased to serve as the Company’s CFO, effective October 19, 2026. Mr. Schnitzer’s departure from the position

of CFO was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

The Company and the Board thank Mr. Schnitzer for his leadership and service as CFO. Mr. Schnitzer is transitioning to the role of Director

of Integration and will lead efforts to bring together XCF’s expanding organization and advance integration priorities across the

business.

Mr. Thorn, age 55, has served as a director of

the Company, including as Chair of the Finance Committee of the Board, since the closing of the Company’s business combination with

Focus Impact BH3 Acquisition Company in June 2025. Mr. Thorn has more than three decades of experience as a business builder, investment

leader, chief investment officer and lead board member, with significant expertise in investment firm building and leadership, complex

direct and indirect private investing, global corporate financing and capital formation, risk management frameworks and corporate shareholder

value creation. He has been a Partner and Co-Founder of Focus Impact Partners, LLC since 2021 and, before that business combination closed,

served as Chief Investment Officer and a director of Focus Impact BH3 Acquisition Company. He has also served as Chief Investment Officer

of Focus Impact Acquisition Corp. Since 2021, Mr. Thorn has also been the Founder and Chief Executive of Clear Heights Capital, and he

currently serves on the boards of DevvStream Corp. and Skipper Pets, Inc. From 2012 to 2021, he was a Managing Director and Chief Investment

Officer – Private Investments at Two Sigma Investments, where he built and led the firm’s private equity (Sightway Capital),

venture capital (Two Sigma Ventures) and impact (Two Sigma Impact) investment businesses, growing them to approximately $4 billion in

assets under management and approximately 90 team members, and was a leader in the creation of Hamilton Insurance Group. At Sightway Capital,

Mr. Thorn led the building of more than 15 platform companies in sub-verticals of transportation, infrastructure, financial services,

energy and real assets.

Prior to joining Two Sigma Investments in 2012,

Mr. Thorn was a Senior Managing Director with Marathon Asset Management, a Director with Fox Paine & Co. and a Principal at Dubilier

& Co., and he began his career in the Acquisition Finance Group at Chemical Bank (now J.P. Morgan). Over the course of his career,

Mr. Thorn has participated in approximately 300 acquisitions, corporate financings, fundraisings and other principal transactions representing

more than $32 billion in aggregate consideration, and he has served on the boards, advisory boards and committees of approximately 45

businesses and investment funds. Mr. Thorn also serves as Co-Chair of the Board of Youth, INC, as Vice Chair of the Board and Chair of

the Investment Committee of Futures and Options, and as a Trustee of the Randall’s Island Park Alliance.

Thorn Employment Agreement

In connection with his appointment, the

Company and Mr. Thorn entered into an Employment Agreement, dated as of October 19, 2026 (the “Thorn Employment

Agreement”). Under the Thorn Employment Agreement, Mr. Thorn will serve as President and CFO, reporting to the Chief Executive

Officer and the Board. Mr. Thorn will receive an annualized base salary of $750,000. He is eligible for an annual bonus with a

target of 100% of base salary, with payouts above and below target based on goals approved by the Board, and he may elect to receive

the bonus in cash or stock, subject to limits set by the Board or the Compensation Committee. Mr. Thorn will be eligible for a grant

of restricted stock under the Company’s 2025 Equity Incentive Plan (the “2025 Plan”) equal to 3% of the fully

diluted ownership of the Company. The award vests ratably in quarterly installments over four years, with accelerated vesting on a

termination without cause or a resignation for good reason, and is subject to the availability of shares under the 2025 Plan. Mr.

Thorn may continue to engage in certain outside business and charitable activities, provided they do not materially interfere with

his duties, create a conflict of interest or violate applicable law or Company policy. He is eligible to participate in the

Company’s benefit plans available to senior executives, including the 2025 Employee Stock Purchase Plan, and is entitled to 25

days of paid time off per year and reimbursement for first-class domestic and business-class international travel. If Mr.

Thorn’s employment is terminated by the Company without cause or he resigns for good reason, he will receive (i) 12 months of

base salary, payable in installments, (ii) any unpaid prior-period annual bonus, prorated, and (iii) up to 12 months of Company-paid

COBRA premiums. If such a termination occurs within three months before or twelve months after a change in control, he will instead

receive (i) a lump-sum payment equal to 150% of base salary, (ii) any unpaid prior-period annual bonus, (iii) full vesting of all

outstanding equity awards, with performance-based awards deemed achieved in full, and (iv) the COBRA benefits described above.

Severance is conditioned on a release of claims and continued compliance with restrictive covenants, including 24-month

post-termination customer and employee non-solicitation covenants. The agreement also contains a “best net” Section 280G

provision, under which the Board may approve a limited gross-up in certain circumstances, and subjects his compensation to the

Company’s clawback policy. The foregoing description of the Thorn Employment Agreement does not purport to be complete and is

qualified in its entirety by reference to the full text of the Thorn Employment Agreement.

Relationships and Related Person Transactions

Mr. Thorn is a Partner and Co-Founder of Focus

Impact Partners, LLC (“Focus Impact Partners”). The Company is party to a strategic consulting agreement with Focus Impact

Partners (the “Consulting Agreement”), under which Focus Impact Partners receives an annual consulting fee of $1,500,000,

payable in monthly installments of $125,000, plus additional fees for certain transactions as mutually agreed. On October 22, 2026,

the Company and Focus Impact Partners entered into a Termination and Settlement Agreement (the “Termination and Settlement Agreement”),

pursuant to which (i) the Consulting Agreement was terminated effective as of October 19, 2026, and (ii) in settlement and full satisfaction

of the Company’s obligations under the Consulting Agreement, the Company will pay to Focus Impact Partners in cash the remuneration

accrued under the Consulting Agreement from June 30, 2026 through October 19, 2026, totaling $456,164.

The foregoing description of the Termination and

Settlement Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Termination

and Settlement Agreement, a copy of which is filed as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference.

Except as described above, there are no arrangements

or understandings between Mr. Thorn and any other persons pursuant to which he was selected as an officer. Mr. Thorn does not have any

family relationships with any director or executive officer of the Company, and, except as described above, there are no transactions

in which he has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Cooper Employment Agreement; Appointment

as Chairman of the Board

On October 19, 2026, the Company and

Christopher A. Cooper, the Company’s Chief Executive Officer, entered into a new Employment Agreement (the “Cooper

Employment Agreement”), which supersedes Mr. Cooper’s prior employment agreement dated November 7, 2025, and the Board

appointed, or confirmed the appointment of, Mr. Cooper as Chairman of the Board. Under the Cooper Employment Agreement, Mr. Cooper

will serve as Chairman of the Board and Chief Executive Officer, reporting to the Board, and will receive an annualized base salary

of $750,000 (increased from $500,000) and be eligible for an annual bonus with a target of 100% of base salary. Mr. Cooper will be

eligible for a grant of restricted stock under the 2025 Plan equal to 3% of the fully diluted ownership of the Company, vesting

ratably in quarterly installments over four years, with accelerated vesting on a termination without cause or a resignation for good

reason, which replaces his prior stock option grant equal to 2% of fully diluted ownership. The severance, change in control,

restrictive covenant, Section 280G and clawback provisions of the Cooper Employment Agreement are substantially the same as those

described above for Mr. Thorn. The foregoing description of the Cooper Employment Agreement does not purport to be complete and is

qualified in its entirety by reference to the full text of the Cooper Employment Agreement.

2025 Equity Incentive Plan Amendment

As previously reported in the

Company’s Current Report on Form 8-K filed on October 6, 2026, at the special meeting held on October 5, 2026, the

Company’s stockholders approved an increase in the number of XCF Global Common Shares reserved for issuance under the

2025 Plan from 14,557,181 to 80,000,000.

Indemnification Agreements

The information set forth under Item 1.01 of this

Current Report on Form 8-K is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On October 16, 2026, the Company issued a press

release announcing completion of the Business Combination. A copy of the press release is furnished as Exhibit 99.1 to this Current Report

on Form 8-K and is incorporated herein by reference.

On October 22, 2026, the Company issued a

press release announcing the CFO appointment. A copy of the press release is furnished as exhibit 99.2 to this Current Report on

Form 8-K and is incorporated herein by reference.

The information in this Item 7.01, including Exhibit

99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended

(the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by

reference in any filing under the Securities Act or the Exchange Act, regardless of any general incorporation language in any such filing.

Item

9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses or Funds

Acquired.

The financial statements required by this Item

9.01(a) will be filed by amendment to this Current Report on Form 8-K within 71 calendar days after the date on which this Current Report

is required to be filed.

(b) Pro forma financial information

The pro forma financial information required by

this Item 9.01(b) will be filed by amendment to this Current Report on Form 8-K within 71 calendar days after the date on which this Current

Report is required to be filed.

(d) Exhibits.

Exhibit No.

Description

2.1+

Business Combination Agreement, dated as of April 13, 2026, by and among XCF Global, Inc., DevvStream Corp., Southern Energy Renewables Inc., Southern Merger Sub Inc. and DevvStream Merger Sub Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on April 14, 2026).

2.2

Amendment No. 1 to the Business Combination Agreement, dated as of September 14, 2026, by and among XCF Global, Inc., DevvStream Corp., Southern Energy Renewables Inc., Southern Merger Sub Inc., DevvStream Merger Sub Inc., EEME Energy SPV I LLC and GL PART SPV I, LLC (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on September 14, 2026).

3.1

Amended and Restated Certificate of Incorporation of XCF Global, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on June 12, 2025).

3.2

Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation, filed with the Secretary of State of Delaware on October 5, 2026 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on October 6, 2026).

3.3

Amended and Restated Bylaws of XCF Global, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on June 12, 2025).

4.1*

Warrant Agreement between the Company and Continental Stock Transfer & Trust Company, dated October 16, 2026.

10.1

Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.55 to the Company’s Current Report on Form 8-K filed on June 12, 2025).

10.2*

Amendment to the XCF Global, Inc. 2025 Equity Incentive Plan implementing the approved share reserve increase

10.3*

Termination and Settlement

Agreement, dated as of October 22, 2026, by and between XCF Global, Inc. and Focus Impact Partners, LLC.

99.1*

Press release announcing completion of the Business Combination, dated October 16, 2026.

99.2*

Press release announcing

the CFO, dated October 22, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Furnished herewith.

+ Certain of the exhibits and schedules to this exhibit have been

omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules

to the SEC upon its request.

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: October 22, 2026

XCF GLOBAL, INC.

By:

/s/ Christopher Cooper

Name:

Christopher Cooper

Title:

Chief Executive Officer

EX-4.1 — WARRANT AGREEMENT BETWEEN THE COMPANY AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY, DATED OCTOBER 16, 2026

EX-4.1

Filename: ea030926501ex4-1.htm · Sequence: 2

Exhibit 4.1

WARRANT AGREEMENT

between

XCF GLOBAL, INC.

and

CONTINENTAL STOCK TRANSFER & TRUST

COMPANY

THIS WARRANT AGREEMENT (this “Agreement”),

dated October 16, 2026, is by and between XCF Global, Inc., a Delaware corporation (the “Company”), and Continental

Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).

WHEREAS, Focus Impact Acquisition Corp.,

a Delaware corporation (“Focus Impact”), and the Warrant Agent entered into that certain Warrant Agreement,

dated as of November 1, 2021 (the “Original Warrant Agreement”), in connection with Focus Impact’s initial

public offering (the “Offering”) of units of its equity securities, each such unit comprised of one share of

Class A common stock of Focus Impact and one-half of one Public Warrant (the “Units”), including any Units issued

upon exercise of the underwriters’ over-allotment option, pursuant to which Focus Impact issued (i) warrants to public investors

in the Offering (the “Public Warrants”) and (ii) warrants purchased by Focus Impact Sponsor, LLC, a Delaware

limited liability company (the “Sponsor”), in a private placement consummated simultaneously with the closing

of the Offering, bearing the legend set forth in Exhibit B hereto (the “Private Placement Warrants”);

and

WHEREAS, Focus Impact and certain related

entities subsequently consummated a business combination on November 6, 2024 pursuant to a business combination agreement dated as of

September 12, 2023 (as amended), in connection with which Focus Impact continued as a corporation existing under the laws of the Province

of Alberta, Canada and changed its name to DevvStream Corp., and the Public Warrants and the Private Placement Warrants remained outstanding

and became obligations of DevvStream Corp. under the Original Warrant Agreement; and

WHEREAS, the Company, DevvStream Corp.,

an Alberta corporation (“DevvStream”), Southern Energy Renewables Inc., a Louisiana corporation (“Southern

Energy”), DevvStream Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“DevvStream

Merger Sub”), and Southern Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of the Company, entered

into that certain Business Combination Agreement, dated as of April 13, 2026, as amended on September 16, 2026 (as further amended, supplemented,

restated and/or otherwise modified from time to time, the “XCF Business Combination Agreement”), providing for

the transactions contemplated thereby (collectively, the “Business Combination”); and

WHEREAS, on October 16, 2026, the parties

consummated the XCF Business Combination, and in connection therewith (i) prior to the effective time of the XCF Business Combination

(the “Effective Time”), DevvStream migrated to and domesticated as a Delaware corporation (the “Domestication”),

and (ii) at the Effective Time, DevvStream Merger Sub merged with and into DevvStream, with DevvStream surviving the merger as a wholly-owned

subsidiary of the Company (the “DevvStream Merger”); and

WHEREAS, pursuant to the Business Combination

Agreement, by virtue of the DevvStream Merger and without any action on the part of any holder thereof, each outstanding common share

purchase warrant of DevvStream exercisable for post-Domestication DevvStream common shares (each, a “DevvStream Warrant”)

was assumed by the Company at the Effective Time and became exercisable for shares of Class A common stock of the Company, par value $0.0001

per share (“Common Stock”) (each such assumed warrant, a “Converted Warrant”), and

each Converted Warrant continues to have and be subject to substantially the same terms and conditions as were applicable to such DevvStream

Warrant immediately before the Effective Time, including its expiration date, vesting conditions and exercise provisions, such that the

Public Warrants and the Private Placement Warrants, as so assumed and converted, are referred to herein collectively as the “Warrants”;

and

WHEREAS, in accordance with the Business

Combination Agreement, upon such assumption (i) each Converted Warrant became exercisable for that number of shares of Common Stock equal

to the product (rounded down to the nearest whole number, except as set forth in Section 3.1 hereof with respect to the Warrants) of (A)

the number of DevvStream common shares subject to such DevvStream Warrant immediately before the Effective Time and (B) the DevvStream

Per Share Consideration (as defined in the Business Combination Agreement), and (ii) the per share exercise price for each share of Common

Stock issuable upon exercise of such Converted Warrant became the quotient (rounded up to the nearest whole cent) obtained by dividing

(A) the exercise price per DevvStream common share of such DevvStream Warrant immediately before the Effective Time by (B) the DevvStream

Per Share Consideration; and

WHEREAS, in connection with the XCF

Business Combination, the Company filed with the Securities and Exchange Commission (the “Commission”) a registration

statement on Form S-4, No. 333-296774 (as amended, the “Registration Statement”), which was declared effective

by the Commission on July 31, 2026, and the joint proxy statement/prospectus forming a part thereof (as supplemented by Supplement No.

1 thereto, dated September 14, 2026, the “Prospectus”), for the registration, under the Securities Act of 1933,

as amended (the “Securities Act”), of the shares of Common Stock issued pursuant to the Business Combination

Agreement; and

WHEREAS, in connection with the assumption

of the Warrants, the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in

connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and

WHEREAS, the Company desires to provide

for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights, limitation

of rights, and immunities of the Company, the Warrant Agent and the holders of the Warrants; and

WHEREAS, all acts and things have been

done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or on behalf

of the Warrant Agent (if a physical certificate is issued), as provided herein, the valid, binding and legal obligations of the Company,

and to authorize the execution and delivery of this Agreement.

NOW, THEREFORE, in consideration of

the mutual agreements herein contained, the parties hereto agree as follows:

1. Appointment

of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant

Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.

2. Warrants.

2.1.

Form of Warrant. Each Warrant shall initially be issued in registered form only.

2.2. Effect

of Countersignature. If a physical certificate is issued, unless and until countersigned by the Warrant Agent pursuant to this

Agreement, a certificated Warrant shall be invalid and of no effect and may not be exercised by the holder thereof.

2.3.

Registration.

2.3.1. Warrant

issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants in book-entry form, the Warrant Agent

shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance

with instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests in the Public Warrants shall be shown

on, and the transfer of such ownership shall be effected through, records maintained by institutions that have accounts with The Depository

Trust Company (the “Depositary”) (such institution, with respect to a Warrant in its account, a “Participant”).

If the Depositary subsequently ceases

to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making

other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary

to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary to deliver

to the Warrant Agent for cancellation each book-entry Public Warrant, and the Company shall instruct the Warrant Agent to deliver to the

Depositary definitive certificates in physical form evidencing such Warrants (“Definitive Warrant Certificates”)

which shall be in the form annexed hereto as Exhibit A.

Physical certificates, if issued, shall

be signed by, or bear the facsimile signature of, the Chairman of the Board, Chief Executive Officer, President, Chief Financial Officer,

Chief Operating Officer, General Counsel, Secretary or other principal officer of the Company. In the event the person whose facsimile

signature has been placed upon any Warrant shall have ceased to serve in the capacity in which such person signed the Warrant before such

Warrant is issued, it may be issued with the same effect as if he or she had not ceased to be such at the date of issuance.

2.3.2. Registered

Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and treat

the person in whose name such Warrant is registered in the Warrant Register (the “Registered Holder”) as the

absolute owner of such Warrant and of each Warrant represented thereby, for the purpose of any exercise thereof, and for all other purposes,

and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

2.4.

[Reserved].

2.5. Fractional

Warrants. The Company shall not issue fractional Warrants. If a holder of Warrants would be entitled to receive a fractional Warrant,

the Company shall round down to the nearest whole number the number of Warrants to be issued to such holder.

2.6. Private

Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held

by the Sponsor or any of its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or

on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) including the shares of Common Stock issuable upon

exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the

Company of the Business Combination, and (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof; provided,

however, that in the case of (ii), the Private Placement Warrants and any shares of Common Stock issued upon exercise of the Private

Placement Warrants may be transferred by the holders thereof:

(a) to

the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members

or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates;

(b) in

the case of an individual, by gift to a member of one of the individual’s immediate family, an estate planning vehicle or to a trust,

the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization;

the case of an individual, by virtue of laws of descent and distribution upon death of the individual;

(d)

in the case of an individual, pursuant to a qualified domestic relations order;

(e)

by pro rata distributions for the Sponsor to its members, partners, or shareholders pursuant to the Sponsor’s organizational

documents;

(f) by

private sales or transfers made in connection with the consummation of the Company’s Business Combination at prices no greater than

the price at which the Private Placement Warrants or Common Stock, as applicable, were originally purchased;

(g) by

virtue of the laws of Delaware or the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor;

(h) to

the Company for no value for cancellation in connection with the consummation of the Business Combination;

(i) in

the event of the Company’s liquidation prior to the completion of the Business Combination; or

(j) in

the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all

of the public stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent

to the completion of the Company’s Business Combination; provided, however, that, in the case of clauses (a) through

(g), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the

Company agreeing to be bound by the transfer restrictions and the other restrictions contained in this Agreement.

Terms and Exercise of Warrants.

3.1. Warrant

Price; Exercise Ratio. Each whole Warrant shall entitle the Registered Holder thereof, subject to the provisions of such Warrant and

of this Agreement, to purchase from the Company 0.1155 shares of Common Stock (as adjusted from time to time pursuant to Section 4 hereof,

the “Exercise Ratio”), at the price of $13.16 per share, subject to the adjustments provided in Section 4 hereof

and in the last sentence of this Section 3.1; provided, that as set forth in Section 3.3.2, a sufficient number of Warrants

to equal at least one whole share of Common Stock must be exercised concurrently. The term “Warrant Price” as

used in this Agreement shall mean the price per share (including in cash or by payment of Warrants pursuant to a “cashless exercise,”

to the extent permitted hereunder) described in the prior sentence at which Common Stock may be purchased at the time a Warrant is exercised.

The Company in its sole discretion may lower the Warrant Price at any time prior to the Expiration Date (as defined below) for a period

of not less than fifteen Business Days (unless otherwise required by the Commission, any national securities exchange on which the Warrants

are listed or applicable law); provided that the Company shall provide at least five days’ prior written notice of such reduction

to Registered Holders of the Warrants; and provided further, that any such reduction shall be identical among all of the Warrants. As

used in this Agreement, “Business Day” means any day, other than a Saturday, Sunday or federal holiday, on which banks in

New York City are generally open for normal business.

3.2. Duration

of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on

the closing of the Business Combination and (B) terminating at the earliest to occur of (x) 5:00 p.m., New York City time, on November

6, 2029, (y) the liquidation, dissolution or winding up of the Company, and (z) other than with respect to the Private Placement Warrants

then held by the Sponsor or its Permitted Transferees with respect to a redemption pursuant to Section 6.1 hereof, 5:00 p.m., New

York City time on the Redemption Date (as defined below) as provided in Section 6.3 hereof (the “Expiration Date”);

provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as

set forth in subsection 3.3.2 below, with respect to an effective registration statement or a valid exemption therefrom being available.

Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant

then held by the Sponsor or its Permitted Transferees in connection with a redemption pursuant to Section 6.1 hereof in the event

of a redemption (as set forth in Section 6 hereof), each Warrant (other than a Private Placement Warrant then held by the Sponsor

or its Permitted Transferees in the event of a redemption pursuant to Section 6.1 hereof not exercised on or before the Expiration

Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m. New

York City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration

Date; provided that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered

Holders of the Warrants and, provided further that any such extension shall be identical in duration among all the Warrants.

3.3.

Exercise of Warrants.

3.3.1. Payment.

Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering

to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised,

or, in the case of a Warrant represented by a book-entry, the Warrants to be exercised (the “Book-Entry Warrants”)

on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant

Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) any Common

Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive

Warrant Certificate or, in the case of a Book-Entry Warrant, properly delivered by the Participant in accordance with the Depositary’s

procedures, and (iii) the payment in full of the Warrant Price for each share of Common Stock as to which the Warrant is exercised and

any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common

Stock and the issuance of such shares of Common Stock, as follows:

(a) in

lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent;

(b)

[Reserved];

respect to any Private Placement Warrant, so long as such Private Placement Warrant is held by the Sponsor or a Permitted Transferee,

by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product

of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Sponsor Exercise Fair Market

Value” (as defined in this subsection 3.3.1(c)) less the Warrant Price by (y) the Sponsor Exercise Fair Market Value.

Solely for purposes of this subsection 3.3.1(c), the “Sponsor Exercise Fair Market Value” shall mean

the average last reported sale price of the Common Stock for the ten (10) trading days ending on the third (3rd) trading day prior to

the date on which notice of exercise of the Private Placement Warrant is sent to the Warrant Agent; or

(d)

as provided in Section 7.4 hereof.

3.3.2. Issuance

of Shares of Common Stock on Exercise. As soon as practicable after the exercise of any Warrant and the clearance of the funds in

payment of the Warrant Price (if payment is pursuant to subsection 3.3.1(a)), the Company shall issue to the Registered Holder

of such Warrant a book-entry position or certificate, as applicable, for the number of shares of Common Stock to which he, she or it is

entitled, registered in such name or names as may be directed by him, her or it on the share transfer books of the Company, and if such

Warrant shall not have been exercised in full, a new book-entry position or countersigned Warrant, as applicable, for the number of shares

of Common Stock as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, the Company shall not be obligated

to deliver any share of Common Stock pursuant to the exercise of a Warrant and shall have no obligation to settle such Warrant exercise

unless a registration statement under the Securities Act with respect to the shares of Common Stock underlying the Public Warrants is

then effective and a prospectus relating thereto is current, subject to the Company’s satisfying its obligations under Section

7.4 or a valid exemption from registration is available. No Warrant shall be exercisable and the Company shall not be obligated to

issue shares of Common Stock upon exercise of a Warrant unless the Common Stock issuable upon such Warrant exercise have been registered,

qualified or deemed to be exempt from registration or qualification under the securities laws of the state of residence of the Registered

Holder of the Warrants. Subject to Section 4.7 of this Agreement, a Registered Holder of Warrants may exercise its Warrants only

for a whole number of shares of Common Stock. The Company may require holders of Public Warrants to settle the Warrant on a “cashless

basis” pursuant to Section 7.4. Any fractional interest in a share of Common Stock resulting from any exercise of Warrants

(whether for cash or on a “cashless basis”) shall be treated as provided in Section 4.7.

3.3.3. Valid

Issuance. All shares of Common Stock issued upon the proper exercise of a Warrant in conformity with this Agreement shall be validly

issued, fully paid and nonassessable.

3.3.4. Date

of Issuance. Each person in whose name any book-entry position or certificate, as applicable, for shares of Common Stock is issued

and who is registered in the share transfer books of the Company shall for all purposes be deemed to have become the holder of record

of such shares of Common Stock on the date on which the Warrant, or book-entry position representing such Warrant, was surrendered and

payment of the Warrant Price was made, irrespective of the date of delivery of such certificate in the case of a certificated Warrant,

except that, if the date of such surrender and payment is a date when the share transfer books of the Company or book-entry system of

the Warrant Agent are closed, such person shall be deemed to have become the holder of such shares of Common Stock at the close of business

on the next succeeding date on which the share transfer books or book-entry system are open.

3.3.5. Maximum

Percentage. A holder of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions contained

in this subsection 3.3.5; however, no holder of a Warrant shall be subject to this subsection 3.3.5 unless he, she

or it makes such election. If the election is made by a holder, the Warrant Agent shall not affect the exercise of the holder’s

Warrant, and such holder shall not have the right to exercise such Warrant, to the extent that after giving effect to such exercise, such

person (together with such person’s affiliates), to the Warrant Agent’s actual knowledge, would beneficially own in excess

of 9.8% (or such other amount as a holder may specify) (the “Maximum Percentage”) of the shares of Common Stock

outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of

Common Stock beneficially owned by such person and its affiliates shall include the number of shares of Common Stock issuable upon exercise

of the Warrant with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock that would

be issuable upon (x) exercise of the remaining, unexercised portion of the Warrant beneficially owned by such person and its affiliates

and (y) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by

such person and its affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject

to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence,

for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act

of 1934, as amended (the “Exchange Act”). For purposes of the Warrant, in determining the number of outstanding

shares of Common Stock, the holder may rely on the number of outstanding shares of Common Stock as reflected in (1) the Company’s

most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the Commission

as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or Continental Stock Transfer

& Trust Company, as transfer agent (in such capacity, the “Transfer Agent”), setting forth the number of

shares of Common Stock outstanding. For any reason at any time, upon the written request of the holder of the Warrant, the Company shall,

within two (2) Business Days, confirm orally and in writing to such holder the number of shares of Common Stock then outstanding. In any

case, the number of issued and outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise

of equity securities of the Company by the holder and its affiliates since the date as of which such number of issued and outstanding

shares of Common Stock was reported. By written notice to the Company, the holder of a Warrant may from time to time increase or decrease

the Maximum Percentage applicable to such holder to any other percentage specified in such notice; provided, however, that

any such increase shall not be effective until the sixty-first (61st) day after such notice is delivered to the Company.

Adjustments.

4.1.

Stock Dividends.

4.1.1. Split-Ups.

If after the date hereof, and subject to the provisions of Section 4.7 below, the number of issued and outstanding shares of

Common Stock is increased by a stock dividend payable in shares of Common Stock, or by a split-up of shares of Common Stock or other

similar event, then, on the effective date of such stock dividend, split-up or similar event, the number of shares of Common Stock

issuable on exercise of each Warrant shall be increased in proportion to such increase in the issued and outstanding shares of

Common Stock. A rights offering made to all or substantially all holders of Common Stock entitling holders to purchase shares of

Common Stock at a price less than the “Historical Fair Market Value” (as defined below) shall be deemed a stock dividend

of a number of shares of Common Stock equal to the product of (i) the number of shares of Common Stock actually sold in such rights

offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for

the Common Stock) multiplied by (ii) one (1) minus the quotient of (x) the price per share of Common Stock paid in such rights

offering divided by (y) the Historical Fair Market Value. For purposes of this subsection 4.1.1, (i) if the rights offering

is for securities convertible into or exercisable for Common Stock, in determining the price payable for Common Stock, there shall

be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or

conversion and (ii) “Historical Fair Market Value” means the volume weighted average price of the Common

Stock during the ten (10) trading day period ending on the trading day prior to the first date on which the shares of Common Stock

trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. No shares of

Common Stock shall be issued at less than their par value.

4.1.2. Extraordinary

Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, pays to all or substantially all of the holders

of Common Stock a dividend or makes a distribution in cash, securities or other assets on account of such shares of Common Stock (or other

shares into which the Warrants are convertible), other than (a) as described in subsection 4.1.1 above, (b) Ordinary Cash Dividends

(as defined below), (c) to satisfy the redemption rights of the holders of Common Stock in connection with a proposed Business Combination,

(d) to satisfy the redemption rights of the holders of Common Stock in connection with a stockholder vote to amend the Company’s

amended and restated certificate of incorporation (i) that would modify the substance or timing of the Company’s obligation to provide

holders of shares of Common Stock the right to have their shares redeemed in connection with the Company’s Business Combination

or to redeem 100% of the Company’s public shares if it does not complete its Business Combination within the time period required

by the Company’s amended and restated certificate of incorporation, as amended from time to time, or (ii) with respect to any other

provisions relating to the rights of holders of Common Stock, (e) as a result of the repurchase of Common Stock by the Company if a proposed

Business Combination is presented to the stockholders of the Company for approval or (f) in connection with the redemption of public shares

upon the failure of the Company to complete its Business Combination and any subsequent distribution of its assets upon its liquidation

(any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price

shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair

market value (as determined by the Company’s board of directors (the “Board”), in good faith) of any securities

or other assets paid on each share of Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2,

“Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis,

with the per share amounts of all other cash dividends and cash distributions paid on the Common Stock during the 365-day period ending

on the date of declaration of such dividend or distribution to the extent it does not exceed $0.50 (which amount shall be adjusted to

appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash

distributions that resulted in an adjustment to the Warrant Price or to the number of shares of Common Stock issuable on exercise of each

Warrant).

4.2. Aggregation

of Shares. If after the date hereof, and subject to the provisions of Section 4.7 hereof, the number of issued and

outstanding shares of Common Stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares

of Common Stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock split,

reclassification or similar event, the number of shares of Common Stock issuable on exercise of each Warrant shall be decreased in

proportion to such decrease in issued and outstanding shares of Common Stock.

4.3. Adjustments

in Exercise Price. Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided

in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such

Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock

purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number

of shares of Common Stock so purchasable immediately thereafter.

[Reserved]

4.4. Replacement

of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the issued and outstanding shares

of Common Stock (other than a change under Section 4.1 or Section 4.2 hereof or that solely affects the par value of

such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other

than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification

or reorganization of the issued and outstanding shares of Common Stock), or in the case of any sale or conveyance to another

corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection

with which the Company is dissolved, the holders of the Warrants shall thereafter have the right to purchase and receive, upon the

basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company

immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of

shares or stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or

consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have received if

such holder had exercised his, her or its Warrant(s) immediately prior to such event (the “Alternative

Issuance”); provided, however, that (i) if the holders of Common Stock were entitled to exercise a right

of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then the kind

and amount of securities, cash or other assets constituting the Alternative Issuance for which each Warrant shall become exercisable

shall be deemed to be the weighted average of the kind and amount received per share by the holders of Common Stock in such

consolidation or merger that affirmatively make such election, and (ii) if a tender, exchange or redemption offer shall have been

made to and accepted by the holders of Common Stock (other than a tender, exchange or redemption offer made by the Company in

connection with redemption rights held by stockholders of the Company as provided for in the Company’s amended and restated

certificate of incorporation or as a result of the repurchase of shares of Common Stock by the Company if a proposed Business

Combination is presented to the stockholders of the Company for approval) under circumstances in which, upon completion of such

tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the

Exchange Act) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule

12b-2 under the Exchange Act) and any members of any such group of which any such affiliate or associate is a part, own beneficially

(within the meaning of Rule 13d-3 under the Exchange Act) more than 50% of the issued and outstanding shares of Common Stock, the

holder of a Warrant shall be entitled to receive as the Alternative Issuance, the highest amount of cash, securities or other

property to which such holder would actually have been entitled as a stockholder if such Warrant holder had exercised the Warrant

prior to the expiration of such tender or exchange offer, accepted such offer and all of the Common Stock held by such holder had

been purchased pursuant to such tender or exchange offer, subject to adjustments (from and after the consummation of such tender or

exchange offer) as nearly equivalent as possible to the adjustments provided for in this Section 4; provided further

that if less than 70% of the consideration receivable by the holders of Common Stock in the applicable event is payable in the form

of shares of Common Stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an

established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the

Registered Holder properly exercises the Warrant within thirty (30) days following the public disclosure of the consummation of such

applicable event by the Company pursuant to a Current Report on Form 8-K filed with the Commission, the Warrant Price shall be

reduced by an amount (in dollars) equal to the difference of (i) the Warrant Price in effect prior to such reduction minus (ii) (A)

the Per Share Consideration (as defined below) (but in no event less than zero) minus (B) the Black-Scholes Warrant Value (as

defined below). The “Black-Scholes Warrant Value” means the value of a Warrant immediately prior to the

consummation of the applicable event based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial

Markets (assuming zero dividends) (“Bloomberg”). For purposes of calculating such amount, (i) Section

6 of this Agreement shall be taken into account, (ii) the price of each share of Common Stock shall be the volume weighted

average price of the Common Stock during the ten (10) trading day period ending on the trading day prior to the effective date of

the applicable event, (iii) the assumed volatility shall be the 90 day volatility obtained from the HVT function on Bloomberg

determined as of the trading day immediately prior to the day of the announcement of the applicable event and (iv) the assumed

risk-free interest rate shall correspond to the U.S. Treasury rate for a period equal to the remaining term of the Warrant.

“Per Share Consideration” means (i) if the consideration paid to holders of Common Stock consists

exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the volume weighted average

price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date

of the applicable event. If any reclassification or reorganization also results in a change in shares of Common Stock covered by subsection

4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section

4.5. The provisions of this Section 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers

or consolidations, sales or other transfers. In no event shall the Warrant Price be reduced to less than the par value per share

issuable upon exercise of such Warrant.

4.5. Notices

of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of shares of Common Stock issuable upon exercise of

a Warrant, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from

such adjustment and the increase or decrease, if any, in the number of shares of Common Stock purchasable at such price upon the exercise

of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the

occurrence of any event specified in Sections 4.1, 4.2, 4.3, 4.4 or 4.5, the Company shall give written

notice of the occurrence of such event to each holder of a Warrant, at the last address set forth for such holder in the Warrant Register,

of the record date or the effective date of the event. Failure to give such notice, or any defect therein, shall not affect the legality

or validity of such event.

4.6. No

Fractional Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company shall not issue fractional

shares of Common Stock upon the exercise of Warrants. If a holder exercising Warrants (whether for cash or on a “cashless basis”)

would be entitled to receive a fractional interest in a share of Common Stock (including by reason of the Exercise Ratio or any adjustment

made pursuant to this Section 4), the Company shall, upon such exercise, round down to the nearest whole number the aggregate number of

shares of Common Stock to be issued to such holder in respect of all Warrants exercised by such holder at the same time, and such holder

shall not be required to pay the Warrant Price in respect of any fractional interest so eliminated.

4.7. Form

of Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and Warrants issued

after such adjustment may state the same Warrant Price and the same number of shares of Common Stock as is stated in the Warrants initially

issued pursuant to this Agreement; provided, however, that the Company may at any time in its sole discretion make any

change in the form of Warrant that the Company may deem appropriate and that does not affect the substance thereof, and any Warrant thereafter

issued or countersigned, whether in exchange or substitution for an outstanding Warrant or otherwise, may be in the form as so changed.

Transfer and Exchange of Warrants.

5.1. Registration

of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant

Register, upon surrender of such Warrant for transfer, properly endorsed with signatures properly guaranteed and accompanied by

appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregate number of Warrants

shall be issued and the old Warrant shall be cancelled by the Warrant Agent. In the case of certificated Warrants, the Warrants so

cancelled shall be delivered by the Warrant Agent to the Company from time to time upon request.

5.2. Procedure

for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request for exchange or transfer,

and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the Registered Holder of the

Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however, that except as otherwise

provided herein or with respect to any Book-Entry Warrant, each Book-Entry Warrant may be transferred only in whole and only to the Depositary,

to another nominee of the Depositary, to a successor depository, or to a nominee of a successor depository; provided further, however

that in the event that a Warrant surrendered for transfer bears a restrictive legend (as in the case of the Private Placement Warrants),

the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange thereof until the Warrant Agent has received an opinion

of counsel for the Company stating that such transfer may be made and indicating whether the new Warrants must also bear a restrictive

legend.

5.3. Fractional

Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which shall result in the issuance

of a warrant certificate or book-entry position for a fraction of a warrant.

5.4. Service

Charges. No service charge shall be made for any exchange or registration of transfer of Warrants.

5.5. Warrant

Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the terms

of this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and the Company, whenever required

by the Warrant Agent, shall supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.

5.6.

[Reserved].

6. Redemption.

6.1. Redemption

of Warrants for Cash. Subject to Section 6.5 hereof, not less than all of the outstanding Warrants may be redeemed, at

the option of the Company, at any time during the Exercise Period, at the office of the Warrant Agent, upon notice to the Registered

Holders of the Warrants, as described in Section 6.3 below, at a Redemption Price of $0.01 per Warrant, provided that

(a) the Reference Value equals or exceeds $23.90 per share (subject to adjustment in compliance with Section 4 hereof) and

(b) there is an effective registration statement covering the issuance of the shares of Common Stock issuable upon exercise of the

Warrants, and a current prospectus relating thereto, available throughout the 30-day Redemption Period (as defined in Section

6.3 below).

6.2. [Reserved]

6.3. Date

Fixed for, and Notice of, Redemption; Redemption Price; Reference Value. In the event that the Company elects to redeem the Warrants

pursuant to Section 6.1, the Company shall fix a date for the redemption (the “Redemption Date”). Notice

of redemption shall be mailed by first class mail, postage prepaid, by the Company not less than thirty (30) days prior to the Redemption

Date (the “30-day Redemption Period”) to the Registered Holders of the Warrants to be redeemed at their last

addresses as they shall appear on the registration books. Any notice mailed in the manner herein provided shall be conclusively presumed

to have been duly given whether or not the Registered Holder received such notice. As used in this Agreement, (a) “Redemption

Price” shall mean the price per Warrant at which any Warrants are redeemed pursuant to Section 6.1 and (b) “Reference

Value” shall mean the last reported sales price of the Common Stock for any twenty (20) trading days within the thirty (30)

trading-day period ending on the third trading day prior to the date on which notice of the redemption is given.

6.4. Exercise

after Notice of Redemption. The Warrants may be exercised, for cash at any time after notice of redemption shall have been given

by the Company pursuant to Section 6.3 hereof and prior to the Redemption Date. On and after the Redemption Date, the record

holder of the Warrants shall have no further rights except to receive, upon surrender of the Warrants, the Redemption Price.

6.5. Exclusion of

Private Placement Warrants. The Company agrees that the redemption rights provided in Section 6.1 hereof shall not apply to

the Private Placement Warrants if at the time of the redemption such Private Placement Warrants continue to be held by the Sponsor or

its Permitted Transferees. However, once such Private Placement Warrants are transferred (other than to Permitted Transferees in accordance

with Section 2.6 hereof), the Company may redeem the Private Placement Warrants pursuant to Section 6.1 hereof, provided

that the criteria for redemption are met, including the opportunity of the holder of such Private Placement Warrants to exercise the

Private Placement Warrants prior to redemption pursuant to Section 6.4 hereof. Private Placement Warrants that are transferred

to persons other than Permitted Transferees shall upon such transfer cease to be Private Placement Warrants and shall become Public Warrants

under this Agreement, including for purposes of Section 9.8 hereof.

Other Provisions Relating to Rights of Holders of Warrants.

7.1. No

Rights as Stockholder. A Warrant does not entitle the Registered Holder thereof to any of the rights of a stockholder of the Company,

including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent

or to receive notice as stockholders in respect of the meetings of stockholders or the election of directors of the Company or any other

matter.

7.2. Lost,

Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant Agent

may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated Warrant,

include the surrender thereof), issue a new Warrant of like denomination, tenor, and date as the Warrant so lost, stolen, mutilated, or

destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Company, whether or not the allegedly lost,

stolen, mutilated, or destroyed Warrant shall be at any time enforceable by anyone.

7.3. Reservation

of Common Stock. The Company shall at all times reserve and keep available a number of its authorized but unissued shares of Common

Stock that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.

7.4.

Registration of Common Stock; Cashless Exercise at Company’s Option.

7.4.1. Registration

of the Common Stock. The Company agrees that as soon as practicable, but in no event later than twenty (20) Business Days after the

closing of the Business Combination, it shall use its commercially reasonable efforts to file with the Commission a registration statement

for the registration, under the Securities Act, of the shares of Common Stock issuable upon exercise of the Warrants. The Company shall

use its commercially reasonable efforts to cause the same to become effective within sixty (60) Business Days following the closing of

the Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto,

until the expiration or redemption of the Warrants in accordance with the provisions of this Agreement. If any such registration statement

has not been declared effective by the sixtieth (60th) Business Day following the closing of the Business Combination, holders

of the Warrants shall have the right, during the period beginning on the sixty-first (61st) Business Day after closing

of the Business Combination and ending upon such registration statement being declared effective by the Commission, and during any other

period when the Company shall fail to have maintained an effective registration statement covering the issuance of the shares of Common

Stock issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis,” by exchanging the Warrants

(in accordance with Section 3(a)(9) of the Securities Act or another exemption) for that number of shares of Common Stock equal to the

lesser of (A) the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied

by the excess of the “Fair Market Value” (as defined below) less the Warrant Price by (y) the Fair Market Value and (B) the

product of 0.361 multiplied by the number of whole Warrants being exercised. Solely for purposes of this subsection 7.4.1, “Fair

Market Value” shall mean the volume-weighted average price of the Common Stock as reported during the ten (10) trading day

period ending on the trading day prior to the date that notice of exercise is received by the Warrant Agent from the holder of such Warrants

or its securities broker or intermediary. The date that notice of “cashless exercise” is received by the Warrant Agent shall

be conclusively determined by the Warrant Agent. In connection with the “cashless exercise” of a Public Warrant, the Company

shall, upon request, provide the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities

law experience) stating that (i) the exercise of the Warrants on a “cashless basis” in accordance with this subsection

7.4.1 is not required to be registered under the Securities Act and (ii) the shares of Common Stock issued upon such exercise shall

be freely tradable under United States federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144

under the Securities Act) of the Company and, accordingly, shall not be required to bear a restrictive legend. Except as provided in subsection

7.4.2, for the avoidance of doubt, unless and until all of the Warrants have been exercised or have expired, the Company shall continue

to be obligated to comply with its registration obligations under the first three sentences of this subsection 7.4.1.

7.4.2. Cashless

Exercise at Company’s Option. If the Common Stock is at the time of any exercise of a Public Warrant not listed on a national

securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities

Act, the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants

on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act as described in subsection 7.4.1 and

(ii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement

for the registration, under the Securities Act, of the Common Stock issuable upon exercise of the Warrants, notwithstanding anything in

this Agreement to the contrary, and (y) use its commercially reasonable efforts to register or qualify for sale the Common Stock issuable

upon exercise of the Public Warrant under applicable blue sky laws to the extent an exemption is not available.

Concerning the Warrant Agent and Other Matters.

8.1. Payment

of Taxes. The Company shall from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant

Agent in respect of the issuance or delivery of shares of Common Stock upon the exercise of the Warrants, but the Company shall not be

obligated to pay any transfer taxes in respect of the Warrants or such shares of Common Stock.

8.2.

Resignation, Consolidation, or Merger of Warrant Agent.

8.2.1. Appointment

of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged

from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the office

of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor

Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) days after

it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder of a Warrant (who shall, with

such notice, submit his, her or its Warrant for inspection by the Company), then the holder of any Warrant may apply to the Supreme Court

of the State of New York for the County of New York for the appointment of a successor Warrant Agent at the Company’s cost. Any

successor Warrant Agent, whether appointed by the Company or by such court, shall be a corporation organized and existing under the laws

of the State of New York, in good standing and having its principal office in the Borough of Manhattan, City and State of New York, and

authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state authority.

After appointment, any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations

of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further act or deed;

but if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of

the Company, an instrument transferring to such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant

Agent hereunder; and upon request of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all

instruments in writing for more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority, powers,

rights, immunities, duties, and obligations.

8.2.2. Notice

of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof to the

predecessor Warrant Agent and the Transfer Agent for the Common Stock not later than the effective date of any such appointment.

8.2.3. Merger

or Consolidation of Warrant Agent. Any entity into which the Warrant Agent may be merged or with which it may be consolidated or any

entity resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the successor Warrant Agent under

this Agreement without any further act.

8.3.

Fees and Expenses of Warrant Agent.

8.3.1. Remuneration.

The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent hereunder and shall, pursuant

to its obligations under this Agreement, reimburse the Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably

incur in the execution of its duties hereunder.

8.3.2. Further

Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged, and

delivered all such further and other acts, instruments, and assurances as may reasonably be required by the Warrant Agent for the carrying

out or performing of the provisions of this Agreement.

8.4.

Liability of Warrant Agent.

8.4.1. Reliance

on Company Statement. Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem it necessary or

desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact

or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established

by a statement signed by the Chief Executive Officer, the President, the Chief Financial Officer, the Chief Operating Officer, the General

Counsel, the Secretary or the Chairman of the Board of the Company and delivered to the Warrant Agent. The Warrant Agent may rely upon

such statement for any action taken or suffered in good faith by it pursuant to the provisions of this Agreement.

8.4.2. Indemnity.

The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct, fraud or bad faith. The Company agrees

to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, out-of-pocket costs and reasonable

outside counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the

Warrant Agent’s gross negligence, willful misconduct, fraud or bad faith.

8.4.3. Exclusions.

The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution

of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any

covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments

required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the

ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any

representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement

or any Warrant or as to whether any shares of Common Stock shall, when issued, be valid and fully paid and non-assessable.

8.5. Acceptance

of Agency. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the

terms and conditions herein set forth and among other things, shall account promptly to the Company with respect to Warrants

exercised and concurrently account for, and pay to the Company, all monies received by the Warrant Agent for the purchase of shares

of Common Stock through the exercise of the Warrants.

8.6. Waiver. The

Warrant Agent has no right of set-off or any other right, title, interest or claim of any kind (“Claim”) in,

or to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date

hereof, by and between the Company and Continental Stock Transfer & Trust Company as trustee thereunder) and hereby agrees not to

seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever. The Warrant

Agent hereby waives any and all Claims against the Trust Account and any and all rights to seek access to the Trust Account.

Miscellaneous Provisions.

9.1. Successors.

All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the

benefit of their respective successors and assigns.

9.2. Notices.

Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant

to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private

courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing

by the Company with the Warrant Agent), as follows:

XCF Global, Inc.

3040 Post Oak Blvd., Floor 18,

Suite

164

Houston, Texas 77056

Attention: Christopher Cooper

Chief Executive Officer

with a copy to:

Paul Hastings LLP

200 Park Avenue

New York, New York 10166

Attention: Gil Savir

Any notice, statement or demand authorized by this Agreement

to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be sufficiently given when so delivered

if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days after deposit of such notice,

postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company), as follows:

Continental Stock Transfer & Trust Company

One State

Street, 30th Floor

New York, New York 10004

Attention: Compliance Department

9.3. Applicable

Law and Exclusive Forum. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in

all respects by the laws of the State of New York. Subject to applicable law, the Company hereby agrees that any action, proceeding or

claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New

York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction

shall be the exclusive forum for any such action, proceeding or claim. The Company hereby waives any objection to such exclusive jurisdiction

and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to

suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of

the United States of America are the sole and exclusive forum.

Any person or entity purchasing or otherwise

acquiring any interest in the Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section

9.3. If any action, the subject matter of which is within the scope the forum provisions above, is filed in a court other than a court

located within the State of New York or the United States District Court for the Southern District of New York (a “foreign action”)

in the name of any warrant holder, such warrant holder shall be deemed to have consented to: (x) the personal jurisdiction of the state

and federal courts located within the State of New York or the United States District Court for the Southern District of New York in connection

with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service

of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign

action as agent for such warrant holder.

9.4. Persons

Having Rights under this Agreement. Nothing in this Agreement shall be construed to confer upon, or give to, any person, corporation

or other entity other than the parties hereto and the Registered Holders of the Warrants any right, remedy, or claim under or by reason

of this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions, stipulations, promises,

and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors and

assigns and of the Registered Holders of the Warrants.

9.5. Examination

of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Warrant Agent in

the United States of America, for inspection by the Registered Holder of any Warrant. The Warrant Agent may require any such holder to

submit such holder’s Warrant for inspection by the Warrant Agent.

9.6. Counterparts;

Electronic Signatures. This Agreement may be executed in any number of original or facsimile counterparts and each of such

counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the

same instrument. The words “execution,” “signed,” “signature,” and words of like import in this

Agreement or in any other certificate, agreement or document related to this Agreement shall include images of manually executed

signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf,” “tif”

or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic

signatures and electronic records (including, without limitation, any contract or other record created, generated, sent,

communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually

executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the

Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any

other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform

Commercial Code.

9.7. Effect

of Headings. The section headings herein are for convenience only and are not part of this Agreement and shall not affect the interpretation

thereof.

9.8. Amendments.

This Agreement may be amended by the parties hereto without the consent of any Registered Holder for the purpose of(i) curing any

ambiguity or to correct any mistake, including to conform the provisions hereof to the description of the terms of the Warrants and

this Agreement set forth in the Prospectus, or defective provision contained herein, (ii) amending the definition of “Ordinary

Cash Dividend” as contemplated by and in accordance with the second sentence of subsection 4.1.2 or (iii) adding or changing

any provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and

that the parties deem shall not adversely affect the rights of the Registered Holders under this Agreement. All other modifications

or amendments, including any modification or amendment to increase the Warrant Price or shorten the Exercise Period and any

amendment to the terms of only the Private Placement Warrants, shall require the vote or written consent of the Registered Holders

of 65% of the then-outstanding Public Warrants and, solely with respect to any amendment to the terms of the Private Placement

Warrants or any provision of this Agreement with respect to the Private Placement Warrants, 65% of the then-outstanding Private

Placement Warrants. Notwithstanding the foregoing, the Company may lower the Warrant Price or extend the duration of the Exercise

Period pursuant to Sections 3.1 and 3.2, respectively, without the consent of the Registered Holders.

9.9. Severability.

This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the

validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable

term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to

such invalid or unenforceable provision as may be possible and be valid and enforceable.

Exhibit A Form of Warrant Certificate

Exhibit B Legend — Private Placement Warrants

IN WITNESS WHEREOF, the parties hereto

have caused this Agreement to be duly executed as of the date first above written.

XCF GLOBAL, INC.

By:

/s/ Christopher Cooper

Name:

Christopher Cooper

Title:

Chief Executive Officer

CONTINENTAL STOCK TRANSFER & TRUST

COMPANY, as Warrant Agent

By:

/s/ Steven Vacante

Name:

Steven Vacante

Title:

Vice President

[Signature Page to Warrant Agreement]

EXHIBIT A

Form of Warrant Certificate

[FACE]

Number

Warrants

THIS WARRANT SHALL BE VOID IF NOT

EXERCIS ED PRIOR TO THE EXPIRATION OF

THE EXERCIS E PERIOD PROVIDED FOR IN THE

WARRANT AGREEMENT DESCRIB ED BELOW

XCF GLOBAL, INC.

Incorporated Under the Laws of

the State of Delaware

CUSIP 98400U 129

Warrant Certificate

This Warrant Certificate certifies

that , or registered assigns, is the registered holder of warrant(s) (the “Warrants” and each, a “Warrant”)

to purchase shares of Class A common stock, $0.0001 par value (“Common Stock”), of XCF Global, Inc., a Delaware corporation

(the “Company”). Each Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred

to below, to receive from the Company that number of fully paid and non-assessable shares of Common Stock as set forth below, at the exercise

price (the “Exercise Price”) as determined pursuant to the Warrant Agreement, payable in lawful money (or through “cashless

exercise” as provided for in the Warrant Agreement) of the United States of America upon surrender of this Warrant Certificate and

payment of the Exercise Price at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein

and in the Warrant Agreement.

Defined terms used in this Warrant

Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.

Each whole Warrant is initially exercisable

for one fully paid and non-assessable share of Common Stock. Fractional shares shall not be issued upon exercise of any Warrant. If, upon

the exercise of Warrants, a holder would be entitled to receive a fractional interest in a share of Common Stock, the Company shall, upon

exercise, round down to the nearest whole number the number of shares of Common Stock to be issued to the Warrant holder. The number of

shares of Common Stock issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events set forth

in the Warrant Agreement.

The initial Exercise Price per 0.1155

shares of Common Stock for any Warrant is equal to $13.16 per share. The Exercise Price is subject to adjustment upon the occurrence of

certain events as set forth in the Warrant Agreement.

Subject to the conditions set forth

in the Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised by the end of

such Exercise Period, such Warrants shall become void. The Warrants may be redeemed, subject to certain conditions, as set forth in the

Warrant Agreement.

Reference is hereby made to the further

provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have the same

effect as though fully set forth at this place.

This Warrant Certificate shall not

be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.

This Warrant Certificate shall be governed

by and construed in accordance with the internal laws of the State of New York.

XCF GLOBAL, INC.

By:

/s/

Christopher Cooper

Name:

Christopher Cooper

Title:

Chief Executive Officer

CONTINENTA L STOCK

TRANSFER & TRUST COMPANY, as Warrant Agent

By:

/s/

Steven Vacante

Name:

Steven Vacante

Title:

Vice President

[Form of Warrant Certificate] [Reverse]

The Warrants evidenced by this Warrant

Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive shares of Common Stock and

are issued or to be issued pursuant to a Warrant Agreement dated as of October 15, 2026 (the “Warrant Agreement”), duly executed

and delivered by the Company to Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant

Agent”), which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred

to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company

and the holders (the words “holders” or “holder” meaning the Registered Holders or Registered Holder, respectively)

of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon written request to the Company. Defined terms

used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.

Warrants may be exercised at any time

during the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate may exercise

them by surrendering this Warrant Certificate, with the form of Election to Purchase set forth hereon properly completed and executed,

together with payment of the Exercise Price as specified in the Warrant Agreement (or through “cashless exercise” as provided

for in the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon any exercise of Warrants

evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced hereby, there shall be issued

to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number of Warrants not exercised.

Notwithstanding anything else in this

Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration statement

covering the issuance of shares of Common Stock to be issued upon exercise is effective under the Securities Act and (ii) a prospectus

thereunder relating to the shares of Common Stock is current, except through “cashless exercise” as provided for in the Warrant

Agreement.

The Warrant Agreement provides that

upon the occurrence of certain events the number of shares of Common Stock issuable upon exercise of the Warrants set forth on the face

hereof may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled to receive

a fractional interest in a share of Common Stock, the Company shall, upon exercise, round down to the nearest whole number of shares of

Common Stock to be issued to the holder of the Warrant.

Warrant Certificates, when surrendered

at the principal corporate trust office of the Warrant Agent by the Registered Holder thereof in person or by legal representative or

attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement,

but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing in the aggregate

a like number of Warrants.

Upon due presentation for registration

of transfer of this Warrant Certificate at the office of the Warrant Agent a new Warrant Certificate or Warrant Certificates of like tenor

and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate,

subject to the limitations provided in the Warrant Agreement, without charge except for any tax or other governmental charge imposed in

connection therewith.

The Company and the Warrant Agent may

deem and treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership

or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s) hereof, and for

all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. Neither the Warrants

nor this Warrant Certificate entitles any holder hereof to any rights of a stockholder of the Company.

Election to Purchase

(To Be Executed Upon Exercise of Warrant)

The undersigned hereby irrevocably

elects to exercise the right, represented by this Warrant Certificate, to receive shares of Common Stock and herewith tenders payment

for such shares of Common Stock to the order of XCF Global, Inc. (the “Company”) in the amount of $ in accordance with

the terms hereof. The undersigned requests that a certificate for such shares of Common Stock be registered in the name of , whose

address is and that such shares of Common Stock be delivered to whose address is . If said number of shares of Common

Stock is less than all of the shares of Common Stock purchasable hereunder, the undersigned requests that a new Warrant Certificate representing

the remaining balance of such shares of Common Stock be registered in the name of , whose address is and that such Warrant Certificate

be delivered to , whose address is .

In the event that the Warrant is a

Private Placement Warrant that is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(c) of the Warrant Agreement,

the number of shares of Common Stock that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(c) of

the Warrant Agreement.

In the event that the Warrant is to

be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of shares of Common Stock

that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement.

In the event that the Warrant may be

exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of shares of Common Stock that this

Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such

cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right,

represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive shares of Common

Stock. If said number of shares is less than all of the shares of Common Stock purchasable hereunder (after giving effect to the cashless

exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares of Common Stock be

registered in the name of , whose address is and that such Warrant Certificate be delivered to , whose address is .

[Signature Page Follows]

Date: , 20

Signature)

(Address)

(Tax Identification Number)

Signature Guaranteed:

THE SIGNATURE(S) SHOULD BE GUARANTEED

BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED

SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).

EXHIBIT B

LEGEND

THE SECURITIES REPRESENTED BY THIS

CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED,

SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES

LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONA L LIMITATIONS ON TRANSFER DESCRIBED IN THE

LETTER AGREEMENT BY AND AMONG FOCUS IMPACT ACQUISITION CORP. (THE “COMPANY”), FOCUS IMPACT SPONSOR, LLC AND THE OTHER PARTIES

THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER

THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT AGREEM ENT REFERRED

TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY

TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.

SECURITIES EVIDENCED BY THIS CERTIFICATE

AND SHARES OF CLASS A COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRA TI ON RIGHTS UNDER

A REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.

No. Warrants

EXHIBIT B

Legend - Private Placement Warrants

LEGEND FOR PRIVATE PLACEMENT WARRANTS

THE SECURITIES

REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND

MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY

APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON

TRANSFER DESCRIBED IN THE LETTER AGREEMENT BY ANDAMONG FOCUS IMPACT ACQUISITION CORP. (THE “COMPANY”), FOCUS IMPACT

SPONSOR, LLC AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE

DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION

3 OF THE WARRANT AGREEMEN T REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO

AGREES IN WRITIN G WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.

SECURITIES EVIDENCED BY THIS CERTIFICATE

AND SHARES OF CLASS A COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER

A REGISTRATION RIGHTS AGREEMENT EXECUTED BY THE COMPANY, FOCUS IMPACT SPONSOR, LLC AND THE OTHER PARTIES THERETO.

NO. WARRANT

EX-10.2 — AMENDMENT TO THE XCF GLOBAL, INC. 2025 EQUITY INCENTIVE PLAN IMPLEMENTING THE APPROVED SHARE RESERVE INCREASE

EX-10.2

Filename: ea030926501ex10-2.htm · Sequence: 3

Exhibit 10.2

AMENDMENT NO. 1

XCF GLOBAL, INC.

2025 EQUITY INCENTIVE PLAN

XCF Global, Inc., a Delaware corporation (the “Company”),

adopted the 2025 Equity Incentive Plan on June 6, 2025 (as amended from time to time, the “Plan”).

Prior to this Amendment to the Plan (“Amendment”), the

number of shares of Class A common stock, par value $0.0001 per share (the “Shares”), of the Company reserved under the Plan

was 14,557,181.

The Board of Directors of the Company (the “Board”) may,

with stockholder approval, amend the Plan to increase the number of authorized Shares reserved for issuance under the Plan.

The Board, having obtained the requisite stockholder approval, has

determined that it is advantageous to the Company and necessary to attract and retain the best available personnel to amend the Plan to

increase the number of Shares reserved for issuance under the Plan.

Now, therefore, the Plan is hereby amended as follows:

1. Section 2(a) of the Plan shall be amended and restated as follows:

2. Shares Subject to the Plan.

“(a) Share Reserve. Subject to adjustment

in accordance with Section 2(c) and any adjustments as necessary to implement any Capitalization Adjustments, the aggregate number

of Shares that may be issued pursuant to Awards will not exceed 80,000,000 Shares (“Maximum Shares”). In addition,

subject to any adjustments as necessary to implement any Capitalization Adjustments, such aggregate number of Shares will automatically

increase on January 1 of each year for a period of ten years commencing on January 1, 2025 and ending on (and including) January 1, 2034,

in an amount equal to five percent (5.0%) of the total number of shares of the Company’s Capital Stock outstanding on December 31 of

the preceding year; provided, however, that the Board may act prior to January 1st of a given year to provide that the

increase for such year will be a lesser number of Shares.”

Except as expressly set forth in this Amendment, all other terms and

conditions set forth in the Plan shall remain in full force and effect. Each capitalized term used and not defined herein shall have the

meaning set forth in the Plan.

This Amendment has been adopted by the Board of Directors of the Company

effective as of October 20, 2026.

EX-10.3 — TERMINATION AND SETTLEMENT AGREEMENT, DATED AS OF OCTOBER 22, 2026, BY AND BETWEEN XCF GLOBAL, INC. AND FOCUS IMPACT PARTNERS, LLC

EX-10.3

Filename: ea030926501ex10-3.htm · Sequence: 4

Exhibit 10.3

TERMINATION AND SETTLEMENT AGREEMENT

This Termination and Settlement

Agreement (this “Agreement”) is made as of October 19, 2026, by and among Focus Impact Partners, LLC, a Delaware limited

liability company (the “Consultant”), XCF Global Capital, Inc., a Nevada corporation (the “Company”),

and XCF Global, Inc., a Delaware corporation (“Parent” and, together with the Consultant and the Company, the “Parties”).

WHEREAS, the Consultant and

the Company are parties to that certain Strategic Consulting Agreement, dated as of February 19, 2025 (as amended, the “Consulting

Agreement”), pursuant to which the Consultant agreed to provide Consulting Services (as defined in the Consulting Agreement)

to the Company; and

WHEREAS, the Consultant and

the Company are parties to that certain Addendum to Strategic Consulting Agreement, dated as of May 21, 2026 (the “Addendum”),

pursuant to which the Company agreed to issue to the Consultant 8,146,434 shares of the Company's Class A common stock, par value $0.0001

per share (the “Shares”);

WHEREAS, the Parties desire

to terminate the Consulting Agreement, effective as of January 2, 2027, and to settle, in full, on such date, all amounts owed by the

Company thereunder, including the Shares;

NOW, THEREFORE, in consideration

of the foregoing recitals and the covenants and conditions herein set forth, and for other good and valuable consideration, the receipt

and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

1. Definitions.

Capitalized terms used but not defined in this Agreement shall have the meanings given to them in the Consulting Agreement.

2. Termination

of Consulting Agreement and Consulting Relationship.

(a) The Parties agree

that the Consulting Agreement shall terminate effective as of January 2, 2027 (the “Termination Date”) by mutual agreement

of the Consultant and the Company. Such termination is a mutual termination and shall not constitute (i) a termination by the Company

without “Cause” for purposes of Section 6 of the Consulting Agreement or (ii) a termination of the Consulting Agreement by

the Consultant, or by the Company for Cause, prior to January 1, 2027 for purposes of Section 1 of the Addendum, and each of the Consultant

and the Company waives any requirement for prior written notice of termination.

(b) Notwithstanding Section

2(a), and consistent with the Section 6 of the Consulting Agreement, Sections 7 through 23 (inclusive) of the Consulting Agreement shall

survive the termination of the Consulting Agreement and remain in full force and effect in accordance with their terms. Sections 11 through

22 (inclusive) of the Consulting Agreement shall also apply to this Agreement, mutatis mutandis, as if set forth herein, with references

therein to “this Agreement” and “the parties” deemed to refer to this Agreement and the Parties, respectively.

For the avoidance of doubt, (i) the payment obligations of the Company under Sections 3, 4 and 6 of the Consulting Agreement shall be

fully satisfied and discharged as provided in Section 3 hereof, and (ii) the obligation of the Company to issue the Shares under Section

1 of the Addendum shall (A) not be affected by the termination of the Consulting Agreement or this Agreement, (B) remain outstanding,

and (C) survive the Termination Date in accordance with the terms of the Addendum.

3. Final

Payment. In full and final settlement of all amounts due to Consultant under the Consulting Agreement, other than the Shares,

the Company shall pay to Consultant $456,164 in cash (the “Final Payment”) on January 2, 2027. For the avoidance of

doubt, the Consultant agrees and confirms that neither it nor any of its Affiliate is entitled to, or shall claim entitlement to, any

other fees, expense reimbursement, termination payment or shares of the Company or Parent pursuant to the Consulting Agreement or the

Addendum, other than the Final Payment and the Shares, which Shares shall remain outstanding and owed to the Consultant pursuant to the

terms of the Addendum.

4. Return

of Property. Within thirty (30) days following the Termination Date, the Consultant shall, and shall cause the Consultant Affiliates

to, return to the Company or destroy all confidential information and other materials of the Company in their possession, custody or control

(whether in paper or electronic format) that were provided in connection with the Consulting Services, and shall provide written confirmation

of such return or destruction upon the Company’s written request; provided, that the Consultant and the Consultant Affiliates may

retain (a) copies required to be retained by applicable law, regulation or bona fide internal document retention policies, (b) automatically

created electronic back-up copies, and (c) information held by any individual in his or her capacity as a director or officer of Parent

or the Company, in each case subject to Section 9 of the Consulting Agreement as preserved by Section 2(b).

5. Mutual

Release.

(a) Effective upon the

payment of the Final Payment, the Consultant, on behalf of itself, the its Affiliates, and its and their respective successors and assigns,

hereby irrevocably and unconditionally releases, acquits and forever discharges the Company, Parent, and their respective direct and indirect

subsidiaries, affiliates, predecessors, successors and assigns, and each of their past, present and future officers, directors, employees,

stockholders, members, partners, attorneys, agents, insurers and representatives, from any and all claims, debts, demands, liabilities,

obligations, damages, costs, attorneys’ fees, causes of action and rights of any kind, whether known or unknown, foreseen or unforeseen,

fixed or contingent, arising out of or relating to the Consulting Agreement or the Consulting Services. The claims released under Section

5(a) are referred to herein as the “Released Claims.”

(b) The release of the

Consultant and the Consultant Affiliates by the Company shall be governed by Section 7(c) of the Consulting Agreement.

foregoing, nothing in this Section 5 shall release (i) any obligation of any Party under this Agreement, including the right to

enforce this Agreement, (ii) any provision of the Consulting Agreement that survives pursuant to Section 2(b), (iii) any rights of

the Consultant or any Consultant Affiliate as a holder of equity securities of Parent, (iv) any rights of any individual in his or

her capacity as a director or officer of Parent or the Company, including rights to indemnification, advancement or D&O

insurance coverage, (v) any obligation of the Company to issue the Shares, or any rights of the Consultant with respect to the

Shares, under the Addendum, or (vi) any claims that cannot be waived by law. For the avoidance of doubt, the Final Payment due under

this Agreement is not intended to be offset or credited against any other remuneration that is or would be due to the Consultant or

any of its partners or employees under any other employment, consulting or other agreement with the Company.

(d) Each Party understands

that it is releasing Released Claims of which it may not be aware and that it may hereafter discover facts different from or in addition

to those it now knows or believes to be true. Each Party assumes that risk, agrees that this Agreement shall remain effective in all respects

notwithstanding any such different or additional facts, and waives all rights under any statute or common law principle that would otherwise

limit the application of a general release to claims that the releasing party does not know or suspect to exist in its favor at the time

of signing. Each Party covenants not to commence any action or proceeding against any released Person in respect of any Released Claim.

6. No

Admission. This Agreement is entered into in compromise and settlement of the obligations described herein and shall not be construed

as an admission of liability or wrongdoing by any Party.

7. Further

Assurances. Each Party shall execute and deliver such further instruments, and take such further actions, as may be reasonably

requested by any other Party to carry out the intent of this Agreement, including the delivery of any instructions to Parent’s transfer

agent necessary to issue the Shares.

8. Amendments.

This Agreement may be amended only by a written instrument executed by each of the Parties.

9. Voluntary

Agreement. Each Party acknowledges and represents that it (a) has fully and carefully read this Agreement prior to signing it,

(b) has been, or has had the opportunity to be, advised by independent legal counsel of its own choice as to the legal effect and meaning

of each of the terms and conditions of this Agreement, (c) has full power and authority to enter into this Agreement, which has been duly

authorized by all necessary corporate or limited liability company action, and (d) is entering into this Agreement as a free and voluntary

act without duress or undue pressure or influence of any kind and has not relied on any promises, representations or warranties regarding

the subject matter hereof other than as set forth in this Agreement.

[signature pages follow]

IN WITNESS WHEREOF, the Parties hereto have executed

this Agreement as of the date first above written.

FOCUS IMPACT PARTNERS, LLC

By:

/s/ Wray Thorn

Name:

Wray Thorn

Title:

Manager

XCF GLOBAL CAPITAL, INC.

By:

/s/ Christopher Cooper

Name:

Christopher Cooper

Title:

Chief Executive Officer

XCF GLOBAL, INC.

By:

/s/ Christopher Cooper

Name:

Christopher Cooper

Title:

Chief Executive Officer

[Signature Page to Termination and Settlement Agreement]

EX-99.1 — PRESS RELEASE ANNOUNCING COMPLETION OF THE BUSINESS COMBINATION, DATED OCTOBER 16, 2026

EX-99.1

Filename: ea030926501ex99-1.htm · Sequence: 5

Exhibit 99.1

XCF Global Completes Business Combination with

Southern Energy Renewables and

DevvStream, Creating Vertically Integrated Alternative Energy Platform

The combination brings together both today-and future technology

alternative fuel production capability, biomass-to-fuels development and environmental-asset monetization to support domestic energy security,

reduced carbon emissions and alternative uses for agricultural waste products.

● With the closing of the business combination, XCF is updating its 2027 financial outlook to reflect gross product sales of $650 to

700 million, net revenue of $120- 130 million and EBITDA of $70-75 million.[1]

● XCF believes that the combination will create meaningful shareholder value resulting from combined target 2030 annual gross product

sales of more than $1.4 billion, net revenue of more than $400 million and EBITDA of more than $300m.

Houston, TX – October 16, 2026 – XCF Global Inc. (“XCF”)

(Nasdaq: SAFX), a U.S.-based producer of renewable diesel and sustainable aviation fuel (“SAF”), today announced the completion

of its previously announced all-stock business combination with Southern Energy Renewables Inc. (“Southern”) and DevvStream

Corp. (“DevvStream”). Southern and DevvStream are now wholly owned subsidiaries of XCF, which remains the publicly traded

parent company. Following the closing of the transaction, former Southern and DevvStream equity holders hold approximately 20.0% and 10.43%,

respectively, of XCF’s outstanding common stock. In addition, Chad Langley, John Wharton and Carl Stanton joined the XCF board of

directors in connection with the closing of the business combination, while Carter McCain stepped down as a director.

The combination creates a vertically integrated alternative energy

platform combining both current and future technology pathways for renewable fuel production, biomass conversion and environmental-asset

monetization. Southern complements XCF’s HEFA-based New Rise Renewables technology pathway utilizing domestic agricultural waste

product feedstocks, with a future gasification technology pathway affording the utilization of even lower cost feedstocks to provide a

portfolio of today and future technological capabilities to the company. Additionally, DevvStream brings capabilities to manage and monetize

carbon credits, renewable fuel incentives and other environmental attributes, which represent a strategic internal competency for XCF

given the revenue generated for the company from these features of its products. The combined platform is designed to source waste and

biomass feedstocks regionally, produce fuels near end markets and support local jobs while serving global demand. Its renewable diesel,

SAF, renewable methanol and environmental-asset pathways are intended to support aviation, marine, industrial and other hard-to-abate

industries using existing infrastructure where possible.

1 Please refer to the important note regarding Non-GAAP Measures

at the end of this press release for additional information regarding gross product sales. These targets are not projections and are

forward-looking statements and are subject to the risks, uncertainties, and assumptions described under “Cautionary Note Regarding

Forward-Looking Statements” below

“Today marks an important milestone for XCF as we bring together

renewable fuel production, new technology pathways and environmental-asset optimization capabilities on one vertically integrated platform,”

said Chris Cooper, Chief Executive Officer of XCF Global. “This combination expands our capabilities and supports our strategy to

reduce emissions, enhance energy security and resilience, promote alternative uses for domestic agricultural resources, locate production

closer to demand and pursue additional value across the alternative renewable fuels chain across our growing global markets. We’re

excited for this next chapter of growth and development for XCF as we build a leader in the alternative fuel sector.”

About XCF Global, Inc.

XCF Global, Inc. is a U.S.-based producer

of renewable diesel and SAF focused on decarbonizing transportation while supporting domestic fuel supply, energy security and alternative

uses for agricultural waste products. Its New Rise Renewables Reno facility has permitted nameplate capacity of 38 – 40 million

gallons per year. XCF trades on the Nasdaq Capital Market under the symbol SAFX. To learn more, visit xcf.global.

Contacts

XCF Global: Corporate Communications

media@xcf.global

Non-GAAP Measures Definitions & Reconciliations

This earnings release contains non-GAAP (accounting principles generally

accepted in the United States of America) financial measures as defined by SEC Regulation G and indicated by a footnote in the text of

this release. Definitions for the non-GAAP measures are provided below. Management believes these non-GAAP measures are a useful supplemental

measure of operating performance because they eliminate the effects of financing and capital structure, tax jurisdictions, and non-cash

depreciation and amortization expenses. However, these non-GAAP measures are not measures of financial performance under U.S. GAAP and

should not be considered as an alternative to revenue or net income (loss) or any other measure of performance derived in accordance with

U.S. GAAP.

Because not all companies use identical definitions or calculations,

our presentation of these measures may not be comparable to similarly titled measures of other companies. In reliance upon Item 10(e)(1)(i)(B)

of Regulation S-K, reconciliations of forward-looking GAAP and non-GAAP measures are not provided because of the unreasonable effort associated

with providing such reconciliations due to the variability in the occurrence and the amounts of certain components of GAAP and non-GAAP

measures. For the same reasons, we are unable to address the significance of the unavailable information, which could be material to future

results.

Gross product sales is a management estimate of the

dollar value of the finished renewable fuel product sales in the end-customer markets. XCF believes that this is an important and relevant

metric regarding the sales value of the company’s products when comparing XCF to other companies. Management defines this as the number

of gallons of renewable fuel sold by the Company during a period multiplied by the average observed or derived price in the end-customer

market for each product during a period, including government incentives, feedstock, processing and logistics. EBITDA is defined

as net income (loss) before interest expense, income tax expense (benefit), depreciation and amortization.

Cautionary Note Regarding Forward-Looking Statements

This

press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United

States Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terminology such

as “may”, “should”, “expect”, “intend”, “will”, “estimate”, “anticipate”,

“believe”, “predict”, “potential” or “continue”, or the negatives of these terms or variations

of them or similar terminology. These forward-looking statements, including, without limitation, statements regarding XCF’s expectations

with respect to future performance, estimates and forecasts of other financial and performance metrics, and projections of market opportunity

and market share, are subject to risks and uncertainties, which could cause actual results to differ materially from those expressed

or implied by such forward-looking statements. These forward-looking statements are based upon estimates and assumptions that, while

considered reasonable by XCF and its management, are inherently uncertain and subject to material change. These forward-looking statements

are provided for illustrative purposes only and are not intended to serve as and must not be relied on by any investor as, a guarantee,

an assurance, a prediction or a definitive statement of fact or probability. New risks and uncertainties may emerge from time to time,

and it is not possible to predict all risks and uncertainties. Factors that may cause actual results to differ materially from current

expectations include, but are not limited to: (1) changes in domestic and foreign business, market, financial, political, and legal conditions;

(2) unexpected increases in XCF’s expenses, including manufacturing and operating expenses and interest expenses, as a result of potential

inflationary pressures, changes in interest rates and other factors; (3) the occurrence of any event, change or other circumstances that

could give rise to the termination of negotiations and any agreements with regard to XCF’s offtake arrangements; (4) XCF’s ability to

regain compliance with Nasdaq’s continued listing standards and thereafter continue to meet Nasdaq’s continued listing standards; (5)

XCF’s ability to integrate the operations of Southern and DevvStream on its anticipated timeline; (6) XCF’s ability to raise financing

to fund its operations and business plan and the terms of any such financing; (7) the New Rise Reno production facility’s ability to

produce the anticipated quantities of SAF without interruption or material changes to the SAF production process; (8) the New Rise Reno

production facility’s ability to continue producing renewable diesel in commercial quantities without interruption as the XCF advances

its planned transition toward SAF production; (9) XCF’s ability to resolve current disputes between its New Rise subsidiary and its landlord

with respect to the ground lease for the New Rise Reno facility; (10) XCF’s ability to resolve current disputes between its New Rise

subsidiary and its primary lender with respect to loans outstanding that were used in the development of the New Rise Reno facility;

(11) payment of fees, expenses and other costs related to the completion of the business combination; (12) the risk of disruption to

the current plans and operations of XCF as a result of the consummation of the business combination; (13) XCF’s ability to recognize

the anticipated benefits of the business combination, which may be affected by, among other things, competition, the ability of XCF to

grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (14)

changes in applicable laws or regulations; (15) risks related to extensive regulation, compliance obligations and rigorous enforcement

by federal, state, and non-U.S. governmental authorities; (16) the possibility that XCF may be adversely affected by other economic,

business, and/or competitive factors; (17) the availability of tax credits and other federal, state or local government support; (18)

risks relating to XCF’s key intellectual property rights, including the possible infringement of its intellectual property rights by

third parties; (19) LOIs and MOUs may not advance to definitive agreements or commercial deployment; and (20) various factors beyond

management’s control, including general economic conditions and other risks, uncertainties and factors set forth in XCF’s filings

with the Securities and Exchange Commission (“SEC”), including its most recent Annual Report on Form 10-K, filed with the SEC

on March 31, 2026, this press release and other filings XCF Global made or will make with the SEC in the future. If any of the risks

actually occur, either alone or in combination with other events or circumstances, or XCF’s assumptions prove incorrect, actual results

could differ materially from the results implied by these forward-looking statements. There may be additional risks that XCF does not

presently know or that it currently believes are not material that could also cause actual results to differ from those contained in

the forward-looking statements. In addition, forward-looking statements reflect XCF’s expectations, plans or forecasts of future

events and views as of the date of this press release. These forward-looking statements should not be relied upon as representing XCF’s

assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking

statements. While XCF may elect to update these forward-looking statements at some point in the future, XCF specifically disclaims any

obligation to do so.

EX-99.2 — PRESS RELEASE ANNOUNCING THE CFO, DATED OCTOBER 22, 2026

EX-99.2

Filename: ea030926501ex99-2.htm · Sequence: 6

Exhibit 99.2

XCF Global Announces Leadership Appointments

to Support Growth and Integration

Wray Thorn appointed President and Chief Financial Officer; Harvey

Schnitzer to transition to Director of Integration

Houston, TX – October 22, 2026 – XCF Global Inc. (“XCF”)

(Nasdaq: SAFX), a growing U.S.-based producer of renewable diesel and sustainable aviation fuel (“SAF”), today announced

leadership appointments designed to support the Company’s continued growth, strategic execution and organizational integration.

Wray Thorn has been appointed President and Chief Financial Officer

of XCF Global, expanding his involvement with the Company from his role as Chair of the Finance Committee of XCF’s Board of Directors.

Mr. Thorn will partner closely with Chris Cooper, XCF’s CEO, and the Board to lead the Company in its mission to build a global

leader in the alternative fuel sector through development, licensing and acquisitions. Mr. Thorn will lead XCF’s corporate and financial

activities, focusing on strengthening the Company’s financial and operating platform and executing its growth strategy. Harvey Schnitzer,

who has served as Interim Chief Financial Officer, is transitioning to the role of Director of Integration. In this position, he will

lead efforts to bring together XCF’s expanding organization and advance integration priorities across the business.

“Having been part of the inspiration in forming XCF, Wray brings

deep knowledge of the company, our strategy and our opportunities ahead, and has meaningfully supported our growth and capital formation

efforts,” said Mr. Cooper. “His extensive experience building businesses, particularly in the transportation and energy industries,

and his background in intentional strategic organizational leadership, corporate growth management, acquisitions, and capital formation,

adds substantial depth to our leadership team. We’re very grateful to Harvey for his important leadership as Interim CFO, and pleased

that he will be staying with the company and supporting Wray in the ongoing integration of our financial and operating platform. A key

part of our ongoing success will be our leadership team, and Wray and I intend to continue to assemble an outstanding industry-leading

team to execute on our exciting growth objectives.”

Mr. Thorn brings more than three decades of experience as a business

builder, investment leader, chief investment officer, lead board member and executive consigliere. Mr. Thorn has significant expertise

in investment firm building and leadership, complex direct and indirect private investing, global corporate financing and capital formation,

risk management frameworks, and corporate shareholder value creation. Mr. Thorn is a Partner and Founder of Focus Impact Partners as well

as Founder & CEO of Clear Heights Capital and has been CIO of Focus Impact Acquisition Corp. and Focus Impact BH3 Acquisition Co.

Prior to forming Focus Impact Partners, Mr. Thorn served as Managing Director and Chief Investment Officer – Private Investments

at Two Sigma Investments, where he built and led the firm’s private equity (Sightway Capital), venture (Two Sigma Ventures) and

impact (Two Sigma Impact) investment businesses. On behalf of both private capital and institutional investors, Mr. Thorn grew Two Sigma’s

private investment businesses during his 9-year tenure to ~$4bn in AUM and ~90 team members. In particular at Sightway Capital, Mr. Thorn

led the building of 15+ platform companies in sub-verticals of transportation, infrastructure, financial services, energy and real assets.

Prior to Two Sigma, Mr. Thorn was a Senior Managing Director with Marathon

Asset Management, a Director with Fox Paine & Co., a Principal at Dubilier & Co. and began his career at Chemical Bank (today,

J.P. Morgan) in the Acquisition Finance Group. Over the course of his career, Mr. Thorn has participated in approximately 300 transactions,

acquisitions, corporate financing, fundraising and other principal transactions representing more than $32 billion in aggregate consideration.

including 40+ direct private equity investments, 90+ direct venture investments and 40+ 3rd-party managed fund investments, representing

more than $3 billion in invested capital. Mr. Thorn has also been a part of driving shareholder value creation and corporate growth as

member of boards, advisory boards and committees of ~45 businesses and investment funds. Mr. Thorn is committed to giving back to the

community, serving as Co-Chair of the Board of Youth, INC, Vice-Chair of the Board of Futures and Options and a trustee of the Randall’s

Island Park Alliance. In his 15+ years working with Youth, INC, a venture philanthropy organization in New York City, Mr. Thorn has been

a part of raising more than $100m endeavoring to improve the lives of NYC youth by empowering more than 175 grass-roots non-profits that

serve them.

About XCF Global, Inc.

XCF Global, Inc. ("XCF") is a U.S.-based producer of renewable

diesel and sustainable aviation fuel ("SAF") focused on decarbonizing transportation while supporting domestic fuel supply and

energy security. The Company's flagship facility, New Rise Renewables Reno, has a permitted nameplate production capacity of 38 -40 million

gallons per year. XCF intends to advance a pipeline of potential expansion opportunities in Nevada, North Carolina and Florida and to

build relationships across the energy and transportation sectors that it believes could support the scaling of renewable fuels production.

Any such opportunities remain subject to, among other factors, feasibility assessments, financing, regulatory approvals and market conditions.

XCF is listed on the Nasdaq Capital Market and trades under the symbol SAFX.

Contacts

XCF Global: Corporate Communications

media@xcf.global

Cautionary Note Regarding Forward-Looking Statements

This Press Release includes "forward-looking statements"

within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. In

some cases, you can identify forward-looking statements by terminology such as "may", "should", "expect",

"intend", "will", "estimate", "anticipate", "believe", "predict", "potential"

or "continue", or the negatives of these terms or variations of them or similar terminology. These forward-looking statements,

including, without limitation, statements regarding XCF Global's expectations with respect to future performance and anticipated financial

impacts of the recently completed business combination with Focus Impact BH3 Acquisition Company (the "Business Combination"),

estimates and forecasts of other financial and performance metrics, and projections of market opportunity and market share, are subject

to risks and uncertainties, which could cause actual results to differ materially from those expressed or implied by such forward-looking

statements. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by XCF Global

and its management, are inherently uncertain and subject to material change. These forward-looking statements are provided for illustrative

purposes only and are not intended to serve as and must not be relied on by any investor as, a guarantee, an assurance, a prediction or

a definitive statement of fact or probability. New risks and uncertainties may emerge from time to time, and it is not possible to predict

all risks and uncertainties. Factors that may cause actual results to differ materially from current expectations include, but are not

limited to: (1) changes in domestic and foreign business, market, financial, political, and legal conditions; (2) unexpected increases

in XCF Global's expenses, including manufacturing and operating expenses and interest expenses, as a result of potential inflationary

pressures, changes in interest rates and other factors; (3) the occurrence of any event, change or other circumstances that could give

rise to the termination of negotiations and any agreements with regard to XCF Global's offtake arrangements; (4) the outcome of any legal

proceedings that may be instituted against the parties to the Business Combination or others; (5) XCF Global's ability to regain compliance

with Nasdaq's continued listing standards and thereafter continue to meet Nasdaq's continued listing standards; (6) XCF Global's ability

to integrate the operations of New Rise and implement its business plan on its anticipated timeline; (7) XCF Global's ability to raise

financing to fund its operations and business plan and the terms of any such financing; (8) the New Rise Reno production facility's ability

to produce the anticipated quantities of SAF without interruption or material changes to the SAF production process; (9) the New Rise

Reno production facility's ability to continue producing renewable diesel in commercial quantities without interruption as the Company

advances its planned transition toward SAF production; (10) XCF Global's ability to resolve current disputes between its New Rise subsidiary

and its landlord with respect to the ground lease for the New Rise Reno facility; (11) XCF Global's ability to resolve current disputes

between its New Rise subsidiary and its primary lender with respect to loans outstanding that were used in the development of the New

Rise Reno facility; (12) payment of fees, expenses and other costs related to the completion of the Business Combination and the New Rise

acquisitions; (13) the risk of disruption to the current plans and operations of XCF Global as a result of the consummation of the Business

Combination; (14) XCF Global's ability to recognize the anticipated benefits of the Business Combination and the New Rise acquisitions,

which may be affected by, among other things, competition, the ability of XCF Global to grow and manage growth profitably, maintain relationships

with customers and suppliers and retain its management and key employees; (15) changes in applicable laws or regulations; (16) risks related

to extensive regulation, compliance obligations and rigorous enforcement by federal, state, and non-U.S. governmental authorities; (17)

the possibility that XCF Global may be adversely affected by other economic, business, and/or competitive factors; (18) the availability

of tax credits and other federal, state or local government support; (19) risks relating to XCF Global's and New Rise's key intellectual

property rights, including the possible infringement of their intellectual property rights by third parties; (20) the risk that XCF Global's

reporting and compliance obligations as a publicly-traded company divert management resources from business operations; (21) LOIs

and MOUs may not advance to definitive agreements or commercial deployment; (22) the effects of increased costs associated with operating

as a public company; and (23) various factors beyond management's control, including general economic conditions and other risks,

uncertainties and factors set forth in XCF Global's filings with the Securities and Exchange Commission ("SEC"), including its

most recent Form 10-K, filed with the SEC on March 31, 2026, its most recent Quarterly Report on Form 10-Q, filed with the SEC on August

17, 2026, this Press Release and other filings XCF Global made or will make with the SEC in the future. If any of the risks actually occur,

either alone or in combination with other events or circumstances, or XCF Global's assumptions prove incorrect, actual results could differ

materially from the results implied by these forward-looking statements. There may be additional risks that XCF Global does not presently

know or that it currently believes are not material that could also cause actual results to differ from those contained in the forward-looking

statements. In addition, forward-looking statements reflect XCF Global's expectations, plans or forecasts of future events and views as

of the date of this Press Release. These forward-looking statements should not be relied upon as representing XCF Global's assessments

as of any date subsequent to the date of this Press Release. Accordingly, undue reliance should not be placed upon the forward-looking

statements. While XCF Global may elect to update these forward-looking statements at some point in the future, XCF Global specifically

disclaims any obligation to do so.

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