Form 8-K

8-K — XCF Global, Inc.

Accession: 0001493152-26-041766

Filed: 2026-09-08

Period: 2026-09-04

CIK: 0002019793

SIC: 2860 (INDUSTRIAL ORGANIC CHEMICALS)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-10.1 (ex10-1.htm)

EX-10.2 (ex10-2.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

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0002019793

2026-09-04

iso4217:USD

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or Section 15(d)

the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): September 4, 2026

XCF

GLOBAL, INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-42687

33-4582264

(State

or other jurisdiction

incorporation or organization)

(Commission

File

Number)

(I.R.S.

Employer

Identification

No.)

3040

Post Oak Blvd.

Floor

18 Suite 164

Houston,

Texas

77056

(Address

of principal executive offices)

(Zip

Code)

(346)

630-4724

(Registrant’s

telephone number, including area code)

(Former

name or former address, if changed since last report)

Check

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

any of the following provisions:

☐ Written

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

☐ Soliciting

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

☐ Pre-commencement

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

☐ Pre-commencement

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

Securities

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

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which

registered

Class

A Common Stock

SAFX

The

Nasdaq Stock Market LLC

Indicate

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

of the Securities Exchange Act of 1934.

Emerging

growth company ☒

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

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

Item

1.01 Entry into a Material Definitive Agreement

Amendment

to Short-Term Notes

Hollywood

Horizons, Inc.

July 16, 2026, the Company entered into a Senior Secured 25% Original Issue Discount Promissory Note and Security Agreement (the “Hollywood

Note and Security Agreement”) with Hollywood Horizons, Inc. (“Hollywood”) pursuant to which the Company

entered into a $400,000 senior secured loan with a 25% original issue discount, resulting in a purchase price of $300,000. The Company

agreed to issue a non-refundable Commitment Fee of 500,000 shares pursuant to the Hollywood Note and Security Agreement.

Abri

Capital Limited

August 12, 2026, the Company entered into a Senior Secured 25% Original Issue Discount Promissory Note and Security Agreement (the “Abri

Note and Security Agreement” and together, with the Hollywood Note and Security Agreement, the “Agreements”)

with Abri Capital Limited (“Abri”) pursuant to which the Company entered into a $666,666 senior secured loan with

a 25% original issue discount, resulting in a purchase price of $500,000. The Company agreed to issue a non-refundable Commitment Fee

of 500,000 shares pursuant to the Abri Note and Security Agreement.

The

Abri Note and Security Agreement also provided, that upon the occurrence and during the continuance of any Event of Default under this

Note, Abri shall have the absolute and unconditional right, exercisable at any time and from time to time in its sole discretion by written

notice to the Company, to convert all or any portion of the then-outstanding principal amount, together with any accrued and unpaid interest

and any other amounts then due and payable thereunder, into shares of the Company’s Common Stock at a conversion price of $0.10

per share (the “Conversion Shares”).

Effective

September 4, 2026, the Company entered into an Omnibus Amendment to Senior Secured Promissory Notes (the “Omnibus Amendment”),

by and between the Company, Brown Stone Capital, Inc. (“Brown Stone”), Abri and Hollywood, to amend the Agreements

to remove any and all obligations related to the authorization, reservation, issuance, registration, delivery, maintenance, top-up, transfer,

sale or other treatment of the 5,000,000 Penalty of Default Shares. The Company and Abri additionally reduced the Conversion Shares in

which Abri could elect to convert up to an aggregate of $66,666.70 of the outstanding principal of the Abri Note into up to 666,667 shares

of the Company’s Common Stock at a conversion price of $0.10 per share.

The

Omnibus Amendment also (i) amended the Maturity Date; (ii) amended the Interest Payments; (iii) amended the Mandatory Pre-Payments from

Revenue; and (iv) obligated the Company to pay Brown Stone an aggregate amendment arrangement fee of $150,000, consisting of (a) $100,000

in immediately available funds on the Effective Date as a condition to the effectiveness of the Omnibus Amendment and (b) $50,000 in

immediately available funds concurrently with the final payment or other satisfaction in full of the notes. The fee is separate from,

shall not reduce, and shall not be credited against any amount owing under the notes.

The

foregoing description of the Omnibus Amendment to Senior Secured Promissory Notes does not purport to be complete and is qualified in

its entirety by the terms and conditions thereof, which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated

into this Item 1.01 by reference.

Amendment

to Narrow Road Promissory Note.

previously disclosed, on May 1, 2025, XCF Global Capital, Inc., the Company’s predecessor, and Narrow Road Capital Ltd (“Narrow

Road”) entered into a promissory note with a principal amount of $700,000 (the “Narrow Road Promissory Note”).

The Company and Narrow Road entered into a Debt Conversion Agreement (the “Conversion Agreement”), effective September

4, 2026 (the “Effective Date”), which provides for the termination of the Narrow Road Promissory Note and converts

the $840,000 (the “Converted Amount”) due under the Promissory Note into 3,500,000 shares of Common Stock at a conversion

price (the “Conversion Price”) of $0.24 per share, in full satisfaction of all amounts, due, owing or outstanding

under the Narrow Road Promissory Note, including all outstanding principal and accrued interest on the Narrow Road Promissory Note, as

of the Effective Date.

The

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

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

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits:

Exhibit

No.

Description

10.1

Omnibus Amendment to Senior Secured Promissory Notes, effective September 4, 2026, by and between the Company, Hollywood, Abri and Brown Stone.

10.2

Debt Conversion Agreement, effective September 4, 2026, by and between the Company and Narrow Road.

104

Cover

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

SIGNATURE

Pursuant

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

the undersigned hereunto duly authorized.

Dated:

September 8, 2026

XCF

GLOBAL, INC.

By:

/s/

Christopher Cooper

Name:

Christopher

Cooper

Title:

Chief

Executive Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

OMNIBUS

AMENDMENT TO

SENIOR

SECURED PROMISSORY NOTES

Effective

as of September 4, 2026

This

Omnibus Amendment to Senior Secured Promissory Notes (this “Amendment”) is entered into effective as of the date set forth

above (the “Effective Date”) by and among XCF Global, Inc., a Delaware corporation (the “Company”), Hollywood

Horizons, Inc., a California corporation (“Hollywood”), Abri Capital Limited, a private limited company incorporated

in Bermuda (“Abri”), and, solely with respect to Section 7, Brown Stone Capital, Inc., a California corporation (“Brown

Stone”). Hollywood and Abri are each a “Holder” and together the “Holders.”

RECITALS

WHEREAS,

Hollywood and the Company are parties to that certain Senior Secured 25% Original Issue Discount Promissory Note and Security Agreement

dated July 16, 2026, in the original face amount of $400,000 (the “Hollywood

Note”).

WHEREAS,

Abri and the Company are parties to that certain Senior Secured Convertible 25% Original Issue Discount Promissory Note and Security

Agreement dated as of August 11, 2026, in the original face amount of $666,666.66 (the “Abri Note” and, together with the

Hollywood Note, the “Notes”).

WHEREAS,

The parties desire to amend the Notes as set forth below. Capitalized terms used but not defined in this Amendment have the meanings

given to them in the applicable Note.

NOW,

THEREFORE, in consideration of the mutual covenants contained in this Amendment and other good and valuable consideration, the receipt

and sufficiency of which are acknowledged, the parties agree as follows:

Maturity Extension. Section 2.3 of each Note is deleted

and replaced with the following:

“2.3

MATURITY. The outstanding Loan Face Amount (after giving effect to all principal payments and, in the case of the Abri Note, any conversion

of principal), together with all accrued and unpaid Interest and all other amounts then due under this Note, shall be due and payable

in full in cash on October 31, 2026 (the “Maturity”), or earlier upon acceleration following an Event of Default. Except

for Mandatory Prepayments required under Section 2.8, as amended in (4) below, no interim payment of principal or Interest is required

before Maturity.”

Interest Payments. In Section 2.1 of each Note, the

phrase “payable monthly” is deleted. Interest shall accrue and be payable at Maturity or, with respect to principal paid

or converted before Maturity, on the date of the applicable payment or conversion, except that previously paid Interest shall not be

paid again.

Optional Prepayments. Section 2.9 of each Note is confirmed

and, to the extent necessary, amended to provide that the Company may prepay all or any portion of the outstanding principal at any time

before Maturity without premium or penalty, together with accrued and unpaid Interest on the principal amount prepaid through the date

of prepayment. No unearned or minimum Interest is payable on principal prepaid.

Mandatory Prepayments From Revenue. Section 2.8 of each

Note is deleted and replaced with the following:

“2.8

MANDATORY PREPAYMENTS. Beginning October 15, 2026, the Company shall, no later than two (2) Business Days after receipt, apply fifty

percent (50%) of all Revenue Receipts as a mandatory prepayment of the Notes. “Revenue Receipts” means cash actually received

by the Company from the sale of products or services, excluding (i) sales, use, value-added, excise, or similar taxes collected for remittance

to a governmental authority and (ii) amounts refunded or credited to customers. Each mandatory prepayment shall be allocated ratably

between the Notes in proportion to the outstanding principal balance of each Note immediately before that prepayment, and within each

Note shall be applied first to accrued and unpaid Interest on the principal being prepaid and then to principal. The Company shall deliver

to each Holder, with each mandatory prepayment, a written calculation showing the Revenue Receipts received, the required prepayment,

and the allocation between the Notes. The Company shall also prepay the Obligations under this Note with one hundred percent (100%) of

the net cash proceeds of any sale of assets outside the ordinary course of business. No mandatory prepayment shall require payment in

excess of the amounts then outstanding under the Notes.”

Limited Conversion Right Under Abri Note. Section 2.10

of the Abri Note is deleted and replaced with the following:

“2.10

CONVERSION. At any time before the Abri Note has been paid in full, Abri may, by written notice to the Company, elect to convert up to

an aggregate of $66,666.70 of the outstanding principal of the Abri Note into up to 666,667 shares of the Company’s common stock

at a conversion price of $0.10 per share (the “Conversion Shares”). The $66,666.70 aggregate principal cap is deemed, for

purposes of this Note, to constitute ten percent (10%) of the original Loan Face Amount. The conversion price and number of Conversion

Shares shall be equitably adjusted for any stock split, reverse stock split, stock dividend, combination, reclassification, or similar

event affecting the common stock after the Effective Date. No Event of Default is required for conversion. Accrued Interest and other

amounts due under the Abri Note are not convertible.”

The

Company shall reserve no more than the number of shares reasonably necessary to satisfy the conversion right described above and shall

include the Conversion Shares in any registration statement to the extent required by Article V of the Abri Note. Any reference in the

Abri Note to conversion of all or any portion of accrued Interest, other amounts due, or more than $66,666.70 of principal is deleted.

Removal of Penalty of Default Shares. The definition

of “Penalty of Default Shares” and all provisions of each Note requiring or permitting the authorization, reservation, issuance,

registration, delivery, maintenance, top-up, transfer, sale, or other treatment of 5,000,000 Penalty of Default Shares or Reserved Shares

are deleted and shall have no further force or effect. Without limitation, this deletion applies to the applicable provisions of Article

I, Sections 3(b) and 3(c) (solely to the extent relating to Penalty of Default Shares), Section 4.2, references to Penalty of Default

Shares in Sections 4.4 and 4.6, Section 6.5, and all related transfer-agent instructions. In each Note, “Registrable Securities”

means only the Commitment Shares and, solely under the Abri Note, the Conversion Shares. The Holders shall promptly authorize the Company

and its transfer agent to release any share reserve established solely for Penalty of Default Shares.

Brown Stone Arrangement Fee. In consideration of Brown

Stone arranging this Amendment, the Company shall pay Brown Stone an aggregate amendment arrangement fee of $150,000, consisting of (a)

$100,000 in immediately available funds on the Effective Date as a condition to the effectiveness of this Amendment and (b) $50,000 in

immediately available funds concurrently with the final payment or other satisfaction in full of the Notes. This fee is separate from,

shall not reduce, and shall not be credited against any amount owing under either Note. The obligations in this Section are owed solely

to Brown Stone, and Brown Stone is a party to this Amendment solely for purposes of this Section and Sections 12 through 15.

No Other Modification. Except as expressly amended by

this Amendment, each Note and the other Security Documents remain unchanged and in full force and effect. If this Amendment conflicts

with a Note, this Amendment controls. The Notes, as amended hereby, are ratified and confirmed.

Representations. Each party represents to the other

parties that (a) it has full power and authority to execute, deliver, and perform this Amendment; (b) the execution, delivery, and performance

of this Amendment have been duly authorized; and (c) this Amendment constitutes its legal, valid, and binding obligation, enforceable

against it in accordance with its terms, subject to applicable bankruptcy, insolvency, and similar laws and general equitable principles.

10.

No Waiver. Except for the express amendments set forth

herein, no Holder waives any existing or future default, Event of Default, right, or remedy under either Note or any other Security Document.

Acceptance of a partial payment or mandatory prepayment does not waive the right to receive the remaining amounts when due.

11.

Conditions to Effectiveness. This Amendment becomes

effective only when (a) the Company, Hollywood, Abri, and Brown Stone have executed and delivered counterparts of this Amendment and

(b) Brown Stone has received the $100,000 payment required by Section 7.

12.

Governing Law; Jurisdiction; Jury Waiver. This Amendment

is governed by the laws of the State of California, without regard to conflicts-of-law principles. The jurisdiction and jury-waiver provisions

of the Notes are incorporated into this Amendment by reference, mutatis mutandis.

13.

Entire Agreement; Amendments. This Amendment and the

Notes constitute the entire agreement of the parties with respect to the subject matter of this Amendment and supersede prior discussions

concerning that subject matter. No amendment or waiver of this Amendment is effective unless in a writing signed by the party against

whom enforcement is sought.

14.

Counterparts; Electronic Signatures. This Amendment

may be executed in counterparts and by electronic signature, each of which is deemed an original and all of which together constitute

one instrument.

15.

Severability. If any provision of this Amendment is

held unenforceable, the remaining provisions shall remain in effect, provided that the invalidity does not materially alter the economic

benefit of the transactions contemplated hereby.

[Signature

Page Follows]

SIGNATURE

PAGE

WITNESS WHEREOF, the parties have executed this Amendment as of the Effective Date.

XCF

GLOBAL, INC.

By:

/s/

Chris Cooper

Name:

Chris

Cooper

Title:

Chief

Executive Officer

Date:

September

4, 2026

HOLLYWOOD

HORIZONS, INC.

By:

/s/

Jacques Tizabi

Name:

Jacques

Tizabi

Title:

President

Date:

September

4, 2026

ABRI

CAPITAL LIMITED

By:

/s/

Jeffrey Tirman

Name:

Jeffrey

Tirman

Title:

President

Date:

September

4, 2026

BROWN

STONE CAPITAL, INC.

By:

/s/

Nima Montazeri

Name:

Nima

Montazeri

Title:

President

Date:

September

4, 2026

EX-10.2

Filename: ex10-2.htm · Sequence: 3

Exhibit

10.2

DEBT

CONVERSION AGREEMENT

THIS

DEBT CONVERSION AGREEMENT (“Agreement”) is made effective as of September 4, 2026 (the “Effective Date”)

by and between XCF Global, Inc., a Delaware corporation (the “Company”) and Narrow Road Capital Ltd,

a United Kingdom private limited company (“Narrow Road”).

WHEREAS,

on May 1, 2025, the XCF Global Capital, Inc., the Company’s predecessor, and Narrow Road entered into that certain Promissory

Note with a principal amount of $700,000 (the “Promissory Note”); and

WHEREAS,

the parties hereto (the “Parties”) wish to terminate the Promissory Note and satisfy the entire amount outstanding

due under the Promissory Note of $840,000 (the “Converted Amount”) as of the date hereof into 3,500,000 Class A common

stock, par value $0.0001 (“Common Stock”), of the Company.

NOW,

THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

Conversion. Notwithstanding anything to the contrary in the Promissory Note, the Parties hereby agree to immediately convert the

entire Converted Amount, including all outstanding principal and accrued interest on the Promissory Note, as of the Effective Date, at

a conversion price (the “Conversion Price”) of $0.24 per share, into 3,500,000 shares of Common Stock (the “Conversion

Shares”) of the Company, in full satisfaction of all amounts, due, owing or outstanding under the Promissory Note, including

all outstanding principal and accrued interest on the Promissory Note, as of the Effective Date.

Deliveries. Within three business days of the Effective Date, the Company shall deliver to Narrow Road a DRS statement representing

3,500,000 shares of Common Stock of the Company, and Narrow Road will deliver to the Company the Promissory Note for cancellation (the

“Closing Date”).

Release of Liens. Effective as of the Effective Date, all security interests granted to Narrow Road are hereby terminated and

Narrow Road agrees that the Company may file UCC-3 termination statements recording the release of all liens related to the Promissory

Note.

3.1

Mutual Release. Effective as of the Closing Date, each Party, on behalf of itself and its respective affiliates, successors, assigns,

officers, directors, managers, members, employees, agents, and representatives (collectively, the “Releasing Parties”),

hereby irrevocably and unconditionally releases, acquits, and forever discharges the other Party and its respective affiliates, successors,

assigns, officers, directors, managers, members, employees, agents, and representatives (collectively, the “Released Parties”)

from any and all claims, demands, actions, causes of action, suits, damages, losses, costs, liabilities, and expenses of every kind and

nature, whether known or unknown, suspected or unsuspected, fixed or contingent, liquidated or unliquidated, at law or in equity, that

any Releasing Party ever had, now has, or hereafter may have against any Released Party arising out of, relating to, or in connection

with (a) the Promissory Note, (b) any prior assignment, transfer, or sale of the foregoing obligations, or (c) any facts, circumstances,

transactions, or events occurring on or prior to the date hereof that relate in any way to the indebtedness converted pursuant to this

Agreement (collectively, the “Released Claims”).

Notwithstanding

the foregoing, the Released Claims shall not include (i) any rights or obligations arising under this Agreement or any document delivered

in connection herewith, (ii) any claims arising from fraud or willful misconduct, or (iii) any rights to enforce the representations

and warranties set forth in Sections 4 and 5 of this Agreement, which shall survive in accordance with Section 6.10.

Each

Party acknowledges that it may hereafter discover facts different from or in addition to those it now knows or believes to be true with

respect to the Released Claims. Each Party expressly agrees that this release shall remain in full force and effect notwithstanding the

discovery of any such different or additional facts. Each Party hereby assumes the risk of any mistake of fact or law, and agrees that

this release shall not be subject to termination or rescission by reason of any such mistake.

Representations and Warranties of the Company. The Company hereby represents and warrants to Narrow Road as follows:

4.1

Authorization. All corporate action has been taken on the part of the Company necessary for the authorization, execution and delivery

of this Agreement. This Agreement has been duly executed and delivered by the Company, and each constitutes the legal, valid and binding

obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may

be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws

relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification

and to contribution may be limited by federal or state securities law.

4.2

Offering. The Conversion Shares issued to Narrow Road pursuant to this Agreement are duly and validly issued, fully paid and non-assessable.

Subject to Narrow Road’s representations contained herein, the offer, issuance and sale of Conversion Shares are exempt from the

registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Securities Act”)

and all other all applicable federal and state securities laws.

4.3

No Conflicts. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of

the transactions contemplated hereby will not (i) result in a violation of the Company’s Certificate of Incorporation, Bylaws or

other organizational documents (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would

become a default) in any respect under, or give to others any rights of termination, amendment, acceleration or cancellation of, any

agreement, indenture or instrument to which the Company is a party, or (iii) result in a violation of any law, rule, regulation, order,

judgment or decree (including, without limitation, foreign, federal and state securities laws and regulations and the rules and regulations

of the Nasdaq Capital Market (the “Principal Market”) and including all applicable foreign, federal and state laws,

rules and regulations) applicable to the Company.

Representations and Warranties of Narrow Road. Narrow Road hereby represents and warrants to the Company as follows:

5.1

Authorization. All action has been taken by Narrow Road necessary for the authorization, execution and delivery of this Agreement.

This Agreement has been duly executed and delivered by Narrow Road, and such execution and delivery constitutes the legal, valid and

binding obligations of Narrow Road, enforceable against them in accordance with its respective terms, except as such enforceability may

be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws

relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification

and to contribution may be limited by federal or state securities law.

5.2

Purchase Entirely for Own Account. Narrow Road is acquiring the Conversion Shares for investment for its own account, not as a

nominee or agent, and not with a view to the resale or distribution of any part thereof. Narrow Road does not have any present intention

of selling, granting any participation in, or otherwise distributing the Conversion Shares.

5.3

Disclosure of Information. Narrow Road has had an opportunity to discuss the Company’s business, management, financial affairs

and the terms and conditions of the offering of the Conversion Shares with the Company’s management and have had an opportunity

to review the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”), including the

financial statements and all risk factors contained therein. Narrow Road understands that its investment in the Conversion Shares involves

a high degree of risk. Narrow Road has sought such accounting, legal and tax advice as it has considered necessary to make an informed

investment decision with respect to its acquisition of the Conversion Shares.

5.4

Restricted Securities. Narrow Road understands that the Conversion Shares have not been, and will not be, registered under the

Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other

things, the bona fide nature of the investment intent and the accuracy of its representations as expressed herein. Narrow Road understands

that the Conversion Shares are “restricted securities” under applicable U.S. federal and state securities laws and that,

pursuant to these laws, they must hold the Conversion Shares indefinitely unless they are registered with the SEC and qualified by state

authorities, or an exemption from such registration and qualification requirements is available. Narrow Road acknowledges that the Company

has no obligation to register or qualify the Conversion Shares. Narrow Road further acknowledges that if an exemption from registration

or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale,

the holding period for the Conversion Shares, and on requirements relating to the Company which is outside of Narrow Road’s control,

and which the Company is under no obligation and may not be able to satisfy.

5.5

Legends. Narrow Road understands that the Conversion Shares and any securities issued in respect of or exchange for the Conversion

Shares, may bear one or all of the following legends:

(a)

“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN

ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE EFFECTED

WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH

REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.”

(b)

Any legend required by the securities laws of any state to the extent such laws are applicable to the Conversion Shares.

5.6

Accredited Investor. Narrow Road is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities

Act.

5.7

Reliance on Exemptions. Narrow Road understands that the Conversion Shares are being offered and sold to it in reliance on specific

exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part

upon the truth and accuracy of, and its compliance with, the representations, warranties, agreements, acknowledgments and understandings

of Narrow Road set forth herein in order to determine the availability of such exemptions and the eligibility of Narrow Road to acquire

the Conversion Shares.

Miscellaneous.

6.1

Entire Agreement. This Agreement constitutes the sole and entire agreement of the parties to this Agreement with respect to the

subject matter contained herein, and supersedes all prior and contemporaneous representations, warranties, understandings and agreements,

both written and oral, with respect to such subject matter.

6.2

Choice of Law. This Agreement has been executed, delivered and accepted in, and shall be deemed to have been made in, New York

and shall be governed by and construed and enforced in accordance with the Laws of the State of New York.

6.3

Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ITS RESPECTIVE RIGHTS

TO TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY) ARISING OUT OF OR IN CONNECTION

WITH THIS AGREEMENT, OR ANY PROCEEDING TO WHICH THE COMPANY OR ANY PARTY IS A PARTY, INCLUDING ANY ACTIONS BASED UPON, ARISING OUT OF,

OR IN CONNECTION WITH ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENT (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE COMPANY OR ANY

PARTY.

6.4

Severability. To the extent any provision of this Agreement is prohibited by or invalid under the applicable law of any jurisdiction,

such provision shall be ineffective only to the extent of such prohibition or invalidity and only in such jurisdiction, without prohibiting

or invalidating such provision in any other jurisdiction or the remaining provisions of this Agreement in any jurisdiction. The parties

shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic

effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

6.5

Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto on separate counterparts,

each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument.

Delivery of an executed counterpart of a signature page to this Agreement by telecopier or electronic (“pdf” or “tiff”)

format shall be effective as delivery of a manually executed counterpart to this Agreement or electronic signatures, if applicable.

6.6

Amendments and Waivers. Neither this Agreement nor any provision hereof may be waived, amended, extended, restated, amended and

restated, modified, supplemented or terminated except pursuant to an agreement or agreements in writing entered into pursuant to Section

5 of the Promissory Note. No such waiver, amendment, extension, restatement, amendment and restatement, modification, supplement or termination

shall be binding upon Company, except with its prior written consent.

6.7

Successors and Assigns. This Agreement shall be binding upon, inure to the benefit of and be enforceable by the Parties and by

the respective permitted successors and assigns of the parties hereto, and all references herein to any party shall be deemed to include

its successors and assigns. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted

assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable

right, benefit or remedy of any nature whatsoever under or by reason of this Agreement

6.8

Fees and Expenses. On the Closing Date, each Party shall each pay its own fees and expenses, if any, and all other expenses incurred

by such party in connection with the negotiation, preparation, execution, delivery and performance of this Agreement.

6.9

Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered

in construing or interpreting this Agreement.

6.10

Survival of Warranties. Unless otherwise set forth in this Agreement, the representations, warranties, covenants and agreements

of the Company and Narrow Road contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement

and the Closing Date.

[Remainder

of this page intentionally left blank; signatures to follow]

WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

Narrow Road Capital Ltd.

By:

/s/ William Hodson

Name:

William Hodson

Title:

Director

XCF Global, Inc.

By:

/s/ Harvey Schnitzer

Name:

Harvey Schnitzer

Title:

Chief Financial Officer

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