Form 8-K

8-K — XCF Global, Inc.

Accession: 0001213900-26-100228

Filed: 2026-09-16

Period: 2026-09-15

CIK: 0002019793

SIC: 2860 (INDUSTRIAL ORGANIC CHEMICALS)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Financial Statements and Exhibits

Documents

8-K — ea0305618-8k_xcfglobal.htm (Primary)

EX-4.1 — FORM OF WARRANT (ea030561801ex4-1.htm)

EX-10.1 — WARRANT PURCHASE AGREEMENT, DATED AS OF SEPTEMBER 14, 2026, BY AND BETWEEN THE COMPANY AND GL PART SPV II, LLC (ea030561801ex10-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0305618-8k_xcfglobal.htm · Sequence: 1

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0002019793

2026-09-15

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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 15, 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

Warrant

Purchase Agreement

previously disclosed, on September 14, 2026, XCF Global, Inc. (the “Company”), 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 entered into Amendment

No. 1 to the Business Combination Agreement, dated as of April 13, 2026 (the “BCA”) (the “BCA Amendment”). As

a condition to the effectiveness of the BCA Amendment, on September 14, 2026, XCF Global, Inc. entered into a warrant purchase agreement

(the “Warrant Purchase Agreement”) with GL PART SPV II, LLC (the “Investor”), pursuant

to which, among other things, the Company agreed to issue and sell to the Investor and the Investor agreed to purchase from the Company

in a private placement a Common Stock purchase warrant (the “Initial Warrant”) to purchase up to 6,891,798

shares of Common Stock, at an exercise price of $2.50 per share, subject to adjustment in accordance with the terms of the Initial Warrant.

On September 14, 2026, the Investor paid $1,000,000 for the Initial Warrant, which is equal to $0.1451 per share of Common Stock underlying

the Initial Warrant (the “Per Warrant Share Purchase Price”). The closing of the sale of the Initial Warrant

(the “Initial Closing”) occurred on September 14, 2026.

The

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

The

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

conditions.

The

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

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

The

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

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

Agreement and the Form of Warrant are filed as Exhibits 10.1 and 4.1, respectively, to this Current Report and are incorporated herein

by reference.

Item

3.02 Unregistered Sales of Equity Securities.

The

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

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

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

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits:

Exhibit

No.

Description

4.1

Form of Warrant

10.1

Warrant Purchase Agreement, dated as of September 14, 2026, by and between the Company and GL PART SPV II, LLC

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 15, 2026

XCF

GLOBAL, INC.

By:

/s/

Christopher Cooper

Name:

Christopher

Cooper

Title:

Chief

Executive Officer

EX-4.1 — FORM OF WARRANT

EX-4.1

Filename: ea030561801ex4-1.htm · Sequence: 2

Exhibit 4.1

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH

THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE

IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND,

ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO

AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE

WITH APPLICABLE STATE SECURITIES LAWS.

COMMON STOCK PURCHASE WARRANT

XCF GLOBAL INC.

Warrant Shares: 6,891,798

Issue Date: September 14, 2026

Initial Exercise Date:September 14, 2026

THIS COMMON STOCK PURCHASE

WARRANT (this “Warrant”) certifies that, for value received, GL PART SPV II, LLC or its permitted assigns (the “Holder”)

is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after

the Initial Exercise Date and on or prior to 5:00 p.m. (New York City time) on September 30, 2029 (the “Termination Date”)

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

to 6,891,798 shares of the Company’s Series A Common Stock, par value $0.0001 per share

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

of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b) below.

Section 1.Agreement.

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

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

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

Section 2.Exercise.

(a) Exercise

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

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

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

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

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

Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United

States bank, and the date on which such Exercise Price is delivered to the Company is an “Exercise Date,” provided

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

Date shall be the date the Notice of Exercise is delivered to the Company. No ink-original Notice of Exercise shall be required, nor shall

any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein

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

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

number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased in connection with

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

such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice.

The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph,

following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at

any given time may be less than the amount stated on the face hereof. For purposes of this Warrant, “Trading Day”

means any day on which the Common Stock is purchased and sold on the principal market on which the Common Stock is listed or quoted (the

“Trading Market”).

(b) Exercise

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

Price”).

of Exercise.

(i) Delivery

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(ii) Buy-In.

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

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

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

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

satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”)

but did not receive within the Standard Settlement Period, then the Company shall, within two (2) Trading Days after the Holder’s

request (i) pay cash to the Holder in an amount equal to the excess (if any) of the Holder’s total purchase price (including brokerage

commissions, if any) for the shares of Common Stock so purchased in the Buy-In, less the product of (A) the number of shares of Common

Stock purchased in the Buy-In, times (B) the Closing Sale Price (as defined below) of a share of Common Stock on the Exercise Date and

(ii) in the Holder’s sole discretion, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which

such exercise was not honored (in which case such exercise shall be deemed rescinded) or promptly honor its obligation to deliver to the

Holder or its designee the Exercise Shares pursuant to Section 2(c)(i). The Holder shall provide the Company written notice promptly

after the occurrence of a Buy-In, including the amounts payable to the Holder in respect of the Buy-In together with applicable confirmations

and other evidence reasonably requested by the Company.

(iii) Delivery

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

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

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

be identical with this Warrant.

(iv) No

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

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

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

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

(v) Charges,

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

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

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

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

exercise shall be accompanied by the Assignment Form attached hereto as Exhibit B duly executed by the Holder and the Company may require,

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

all transfer agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company (or another

established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.

(vi) Closing

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

pursuant to the terms hereof.

(d) Cashless

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

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

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

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

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

(X) = the number

of Warrant Shares to be issued to the Holder;

(A) = the Closing

Sale Price (as defined below) of the shares of Common Stock (as of the Trading Day on the date immediately preceding the Exercise Date;

(B) = the Exercise

Price of this Warrant, as adjusted hereunder; and

(Y) = the number

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

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

For purposes of this

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

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

an extended hours basis and does not designate the last trade price, then the last trade price of such security prior to 4:00 P.M., New

York City time, as reported by Bloomberg Financial Markets, or if the foregoing do not apply, the last trade price of such security in

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

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

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

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

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

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

For purposes of Rule

144, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction shall be deemed to

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

was originally issued (provided that the Securities and Exchange Commission (the “Commission”) continues to take the

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

If Warrant Shares are

issued in such a cashless exercise, the parties to this Warrant acknowledge and agree that in accordance with Section 3(a)(9) of the Securities

Act, the holding period of the Warrant Shares being issued may be tacked on to the holding period of this Warrant. The Company agrees

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

Section 3.Certain Adjustments.

(a) Stock

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

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

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

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

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

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

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

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

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

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

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

date for the determination of stockholders entitled to receive a dividend or distribution but such dividend or distribution is not so

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

to make such dividend or distribution, to the number of Warrant Shares issuable upon exercise of this Warrant that would then be in effect

at such time had no such adjustment been made.

(b) Rights

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

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

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

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

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

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

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

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

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

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

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

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

after the applicable record date.

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

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

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

after such merger or consolidation, (ii) the Company effects any sale to another Person of all or substantially all of its assets in one

or a series of related transactions, (iii) pursuant to any tender offer or exchange offer (whether by the Company or another Person),

holders of capital stock tender shares representing more than 50% of the voting power of the capital stock of the Company and the Company

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

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

Person whereby such other Person acquires more than 50% of the voting power of the capital stock of the Company (except for any such transaction

in which the stockholders of the Company immediately prior to such transaction maintain, in substantially the same proportions, the voting

power of such Person immediately after the transaction) or (v) the Company effects any reclassification of the Common Stock or any compulsory

share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other

than as a result of a subdivision or combination of shares of Common Stock covered by Section 3(a) above) (in any such case, a

“Fundamental Transaction”), then following such Fundamental Transaction the Holder shall have the right to receive,

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

the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number

of Warrant Shares then issuable upon exercise of this Warrant (the “Alternate Consideration”). The Company shall not

effect any Fundamental Transaction in which the Company is not the surviving entity or the Alternate Consideration includes securities

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

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

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

to deliver to the Holder such Alternate Consideration as, in accordance with the foregoing provisions, the Holder may be entitled to receive,

and the other obligations under this Warrant. The provisions of this paragraph (d) shall similarly apply to subsequent transactions analogous

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

limited liability company, business trust, joint stock company, trust, incorporated or unincorporated association, joint venture, government

(or an agency or subdivision thereof) or any other entity or organization.

(d) Number

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

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

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

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

in effect.

(e) Calculations.

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

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

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

(f) Notice

to Holder.

(i) Adjustment

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

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

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

(ii) Notice

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

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

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

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

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

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

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

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

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

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

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

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

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

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

except as may otherwise be expressly set forth herein.

Section 4.Representations

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

covenants of the Holder:

(a) Investment

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

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

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

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

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

(b) Private

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

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

requirements thereof, and (ii) that the Company’s reliance on such exemption is predicated on the representations set forth in this

Section 4.

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

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

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

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

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

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

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

(d) Restricted

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

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

therefrom, which exemptions depend upon, among other things, the bona fide nature of the Holder’s investment intent as expressed

herein. The Holder understands that the Company is under no obligation to so register or qualify this Warrant or the Warrant Shares, except

to the extent provided in the RRA. The Holder understands that this Warrant and any Warrant Shares issued upon any exercise hereof are

“restricted securities” within the meaning of Rule 144 promulgated under the Securities Act and must be held indefinitely

unless subsequently registered under the Securities Act and registered or qualified under applicable state securities laws, unless exemptions

from such registration and qualification are otherwise available.

(e) Accredited

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

as defined in Regulation D promulgated under the Securities Act.

Section 5.Transfer

of Warrant.

(a) Transferability.

This Warrant and the Warrant Shares issued upon exercise hereof may not be transferred or assigned in whole or in part except in compliance

with applicable federal and state securities laws by the transferor and the transferee (including, without limitation, the delivery of

investment representation letters and legal opinions reasonably satisfactory to the Company or its transfer agent, as reasonably requested

by the Company or such transfer agent). Subject to the immediately preceding sentence, the Holder may transfer all or part of this Warrant

or the Warrant Shares to any transferee; provided, that in connection with any such transfer of this Warrant, Holder will give the Company

notice of the portion of the Warrant being transferred, with the name, address and taxpayer identification number of the transferee in

accordance with Exhibit B hereto, and the Holder will surrender this Warrant to the Company for reissuance to the transferee(s)

(and to the Holder if applicable); and provided further, that any transferee of this Warrant shall make substantially the representations

set forth in Section 4 above and shall agree in writing with the Company to be bound by all of the terms and conditions of this

Warrant.

(b) New

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

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

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

the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance

with such notice. All Warrants issued on transfers or exchanges shall be dated the Issue Date of this Warrant and shall be identical with

this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

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

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

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

purposes, absent actual notice to the contrary.

(d) Removal

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

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

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

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

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

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

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

Section 6.Miscellaneous.

(a) No

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

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

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

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

(b) Loss,

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

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

of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include

the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make

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

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

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

(d) Authorized

Shares.

The Company covenants

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

of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further

covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the

necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action

as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation,

or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants that all Warrant Shares

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

by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable

and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any

transfer occurring contemporaneously with such issue).

Except and to the

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

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

any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all

times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate

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

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

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

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

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

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

Before taking any

action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price,

the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory

body or bodies having jurisdiction thereof.

(e) Governing

Law; Submission to Jurisdiction; Venue.

(i) This

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

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

(ii) Each

of the Company and the Holder hereby irrevocably and unconditionally:

(1) submits

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

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

Federal District Court for the District of Delaware;

(2) consents

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

of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not

to plead or claim the same to the extent permitted by applicable law;

(3) agrees

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

any substantially similar form of mail), postage prepaid, to the party, as the case may be, at its address set forth in Section 6(i) or

at such other address of which the other party shall have been notified pursuant thereto;

(4) agrees

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

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

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

(5) agrees

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

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

herein or as otherwise permitted by law.

(f) Waiver

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

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

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

(g) Restrictions.

The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant will have restrictions upon resale imposed

by state and federal securities laws.

(h) Nonwaiver.

No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right

or otherwise prejudice the Holder’s rights, powers or remedies.

(i) Notices.

Any notices or other communications required or permitted to be given hereunder shall be in writing and shall be deemed to be given (a)

when delivered if personally delivered to the party for whom it is intended, (b) when delivered, if sent by electronic mail during normal

business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next Business Day, (c) three

(3) Business Days after having been sent by certified or registered mail, return-receipt requested and postage prepaid, or (d) one (1)

Business Day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next Business Day delivery, with

written verification of receipt:

(i) If to the Company, addressed as follows:

XCF Global Inc.

2500 City West Blvd,

Suite 164

Houston, TX 77042

Attention: Harvey

Schnitzer

Email: h.schnitzer@xcf.global

with a copy (which

shall not constitute notice):

Paul Hastings LLP

200 Park Avenue

New York, NY 10166

Attention: Gil Savir

Email: gilsavir@paulhastings.com

(ii) If to Holder, addressed to address or email address of such

Holder appearing on the signature page to this Warrant.

Any Person may change

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

(j) Limitation

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

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

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

Company.

(k) Remedies.

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

performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss

incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any

action for specific performance that a remedy at law would be adequate.

(l) Successors

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

benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder.

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

by the Holder or holder of Warrant Shares.

(m) Amendment.

This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company, on the one hand, and

the Holder, on the other hand.

(n) Severability.

Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law,

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

extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

(o) Headings.

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

this Warrant.

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

(Signature Page Follows)

IN WITNESS WHEREOF, the parties

hereto have caused this Warrant to be executed by their respective officers thereunto duly authorized as of the date first above indicated.

XCF GLOBAL, INC.

By:

Name:

Title:

HOLDER

GL PART SPV II, LLC

By:

Name:

Title:

Address of Holder:

30 N Gould St., Suite R

Sheridan WY 82801

Attention: Majique Ladnier

Email: ml@glspv.com

EXHIBIT A

NOTICE OF EXERCISE

TO: XCF GLOBAL INC.

(1) The

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

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

(2) Payment

shall take the form of (check applicable box):

☐ in lawful

money of the United States; or

☐ the

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

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

(3) Please

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

_______________________________

The Warrant Shares (or the direct registration

statement with respect to the Warrant Shares) shall be delivered to the following [DWAC Account Number][address and email]:

_______________________________

(4) The

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

HOLDER

Signature of Authorized Signatory of Holder: ___________________________________________________________

Name of Authorized Signatory: ______________________________________________________________________

Title of Authorized Signatory: _______________________________________________________________________

Date: __________________________________________________________________________________________

EXHIBIT B

ASSIGNMENT FORM

(To assign the foregoing

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

FOR VALUE RECEIVED, the certain

Warrant, dated July [●], 2026, issued by the Company to the Holder, and all rights evidenced

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

Name:

Address:

Taxpayer Identification Number

Phone Number:

Email Address:

Name of Holder:

By:

Print Name:

Title:

Date:

Holder’s Address:

EX-10.1 — WARRANT PURCHASE AGREEMENT, DATED AS OF SEPTEMBER 14, 2026, BY AND BETWEEN THE COMPANY AND GL PART SPV II, LLC

EX-10.1

Filename: ea030561801ex10-1.htm · Sequence: 3

Exhibit 10.1

Execution Version

WARRANT PURCHASE AGREEMENT

This WARRANT PURCHASE AGREEMENT

(this “Agreement”) is dated as of September 14, 2026, by and among XCF GLOBAL, INC., a Delaware corporation

(the “Company”), and GL PART SPV II, LLC, a limited liability company organized and existing under the laws

of the State of Wyoming (“Investor”).

WHEREAS, the Company and

Investor are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2)

of the Securities Act; and

WHEREAS, the Company desires

to sell to Investor, and Investor desires to purchase from the Company, upon the terms and subject to the conditions stated in this Agreement

a “Common Stock Purchase Warrant” to purchase 6,891,798 shares of the Company’s

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

Exhibit A (the “Warrant”).

NOW THEREFORE, in consideration

of the mutual agreements, representations, warranties and covenants herein contained, the Company and Investor agree as follows:

1. Definitions.

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

“Affiliate”

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

by or is under common control with such Person.

“Agreement”

has the meaning set forth in the recitals.

“Amended and Restated

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

“Amended and Restated

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

“Board of Directors”

means the board of directors of the Company.

“Business Day”

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

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

“Closing”

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

“Closing Date”

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

“Common Stock”

has the meaning set forth in the recitals.

“Company”

has the meaning set forth in the recitals.

“Disclosure Document”

has the meaning set forth in Section 5.7.

“Exchange Act”

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

“GAAP” has

the meaning set forth in Section 3.4.

“Warrant Purchase Price”

has the meaning set forth in Section 2.1(a).

“Warrant”

has the meaning set forth in the recitals.

“Warrant Shares”

means the 6,891,798 shares of Common Stock initially purchasable upon exercise of the Warrant,

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

“Investor”

has the meanings set forth in the recitals.

“Material Adverse Effect”

means any change, event, circumstance, development, condition, occurrence or effect that, individually or in the aggregate, (a) was, is,

or would reasonably be expected to be, materially adverse to the business, financial condition, properties, assets, liabilities, stockholders’

equity or results of operations of the Company and its subsidiaries, taken as a whole, or (b) materially delays or materially impairs

the ability of the Company to comply, or prevents the Company from complying, with its obligations under this Agreement, the other Transaction

Agreements, or with respect to Closing or any Additional Warrant Closing, or would reasonably be expected to do so.

“Nasdaq” means the Nasdaq Stock

Market LLC.

“National Exchange”

means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question, together

with any successor thereto: the NYSE American, The New York Stock Exchange, The Nasdaq Global Market, The Nasdaq Global Select Market

and The Nasdaq Capital Market.

“Person” means

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

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

“Price Per Warrant Share”

has the meaning set forth in Section 2.1(b).

“Rule 144”

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

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

“SEC” means

the U.S. Securities and Exchange Commission.

“SEC Reports”

has the meaning set forth in Section 3.4.

“Securities Act”

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

“Short Sales”

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

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

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

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

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

“Trading Day”

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

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

Day" shall not include any day on which the Common Stock is scheduled to trade on such exchange or market for less than 4.5 hours

or any day that the Common Stock is suspended from trading during the final hour of trading on such exchange or market (or if such exchange

or market does not designate in advance the closing time of trading on such exchange or market, then during the hour ending at 4:00:00

p.m., New York time)

“Transaction Agreements”

means this Agreement and the Warrant.

“Transfer Agent”

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

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

"VWAP" means,

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

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

Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m.

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

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

or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (c)

in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith

by the Investor and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

“Warrant Shares”

has the meaning set forth in Section 3.2.

“Warrants”

has the meaning set forth in the recitals.

2. Purchase

and Sale of Warrants.

2.1 Purchase and Sale.

On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and Investor agrees to

purchase the Warrant for a purchase price of one million dollars ($1,000,0000) (the “Warrant Purchase Price”).

2.2 Closing.

Subject to the satisfaction or waiver of the conditions set forth in Section 6 of this Agreement, the closing of the purchase

and sale of the Warrant (the “Closing”) shall occur remotely via the exchange of documents and signatures on September

14, 2026 Agreement or such other date as agreed to by the Company and Investor (the “Closing Date”). At the Closing,

the Warrant shall be issued and delivered to Investor, or in such nominee name(s) as designated by Investor, representing the right to

purchase the Warrant Shares at an exercise price of $2.50 (subject to adjustment pursuant to the terms of the Warrant), against payment

to the Company of the Warrant Purchase Price in full, by wire transfer to the Company of immediately available funds, at or prior to

the Closing, in accordance with wire instructions provided by the Company to Investor at least one Business Day prior to the Closing.

In the event that the Closing has not occurred within one Business Day after the Closing Date, unless otherwise agreed by the Company

and Investor, the Company shall promptly (but no later than one Business Day thereafter) return the previously wired Warrant Purchase

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

that, unless this Agreement has been terminated pursuant to Section 7, such return of funds shall not terminate this Agreement

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

3. Representations

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

contained in this Section 3 are true and correct as of the date of this Agreement and as of the Closing Date, in each case, except

as to any representations and warranties that specifically relate to an earlier date:

3.1 The

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

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

subsidiaries is duly incorporated or organized, as the case may be, and validly existing and in good standing (to the extent such concept

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

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

3.2 Each

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

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

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

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

Company has all requisite power and authority to enter into the Transaction Agreements and to carry out and perform its obligations under

the terms of the Transaction Agreements, including the issuance and sale of (a) the Warrants and (b) the Warrant Shares. All action on

the part of the Company, its officers, directors and shareholders necessary for the authorization of the Warrant Shares, the authorization,

execution, delivery and performance of the Transaction Agreements and the consummation of the transactions contemplated thereby, including

the issuance and sale of the Warrants and the Warrant Shares, has been taken.

3.3 The

Warrant Shares have been duly and validly authorized and reserved for issuance and, upon issuance pursuant to the terms of the Warrants

against full payment therefor in accordance with the terms of the Warrants, will be duly and validly issued, fully paid and non-assessable

and will be issued free and clear of any liens or other restrictions (other than those as provided in the Transaction Agreements or restrictions

on transfer under applicable state and federal securities laws), and the holder of the Warrant Shares shall be entitled to all rights

accorded to a holder of Common Stock.

3.4 A

copy of each form, report, statement, schedule, proxy and other document filed by the Company with the SEC on or prior to the Closing

Date (collectively, the “SEC Reports”) is available to Investor (including via the SEC’s EDGAR system). As of

their respective filing dates, all SEC Reports complied in all material respects with the requirements of the Exchange Act. None of the

SEC Reports filed under the Exchange Act (except to the extent that information contained in any SEC Report has been superseded by a later

timely filed SEC Report) contained, when filed or, if amended, as of the date of such amendment with respect to those disclosures that

are amended, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to

make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the

Company included in the SEC Reports, as applicable, comply in all material respects with applicable accounting requirements and the rules

and regulations of the SEC with respect thereto as in effect at the time of filing, or, if amended, as of the date of such amendment,

and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations

and cash flows for the periods presented, subject to (i) in the case of unaudited statements, to normal, year-end audit adjustments, and

such consolidated financial statements have been prepared in conformity with United States generally accepted accounting principles applied

on a consistent basis during the periods involved (“GAAP”) (except as may be disclosed therein or in the notes thereto,

and except that the unaudited financial statements may not contain all footnotes required by GAAP), and (ii) changes to historical accounting

policies of the Company in connection with any order, directive, guideline, comment or recommendation from the SEC that is applicable

to the Company. There are no outstanding or unresolved comments in comment letters from the staff of the SEC with respect to any of the

SEC Reports. For the avoidance of doubt, any restatement of the financial statements of the Company and any amendments to previously filed

SEC Reports or delays in filing SEC Reports, in connection with any guidance from the SEC following the date of this Agreement, shall

not be deemed to constitute a breach of this Section 3.4. Additionally, for avoidance of doubt, any amendment or modification of

any SEC Report (or any agreement filed as an exhibit to any SEC Report) from its initial filing date in a subsequent filing shall not

be deemed to constitute a breach of this Section 3.4.

3.5 The

execution, delivery and performance by the Company of Transaction Agreements and the consummation by the Company of the transactions contemplated

hereby and thereby will not (i) result in a violation of the organizational documents of the Company, or (ii) conflict with, or constitute

a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination,

amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company is a party, or (iii) result in

a violation of any law (including U.S. federal and state securities laws) applicable to the Company, except in the case of clauses (ii)

and (iii) above, for such conflicts, defaults, rights or violations which could not, individually or in the aggregate, reasonably be expected

to have a material adverse effect on the ability of the Company to perform its obligations hereunder.

3.6 Assuming

the accuracy of Investor’s representations and warranties set forth in Section 4, no registration under the Securities Act

is required for the sale and issuance of the Warrants. The Warrants (i) were not offered to Investor by any form of general solicitation

or general advertising and (ii) are not being offered Investor in a manner involving a public offering under, or in a distribution in

violation of, the Securities Act, or any state or other applicable securities laws.

4. Representations and

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

in this Section 4 are true and correct as of the date of this Agreement, as of the Closing Date:

4.1 Organization;

Authority. Investor is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization

with the requisite power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to

carry out its obligations hereunder.

4.2 No

Public Sale or Distribution. Investor is acquiring the Warrants for its own account and not with a view towards, or for resale in

connection with, the public sale or distribution thereof in violation of applicable securities laws, except pursuant to sales registered

or exempted under the Securities Act; provided, however, by making the representations herein, Investor does not agree, or make

any representation or warranty, to hold any of the Warrants for any minimum or other specific term and reserves the right to dispose of

the Warrants at any time in accordance with or pursuant to a registration statement or an exemption from registration under the Securities

Act. Investor does not presently have any agreement or understanding, directly or indirectly, with any Person to distribute any of the

Warrants in violation of applicable securities laws.

4.3 Accredited

Investor Status. Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D.

4.4 Reliance

on Exemptions. Investor understands that the Warrants are being offered and sold to it in reliance on specific exemptions from the

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

accuracy of, and Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of

Investor set forth herein in order to determine the availability of such exemptions and the eligibility of Investor to acquire the Warrants.

4.5 Information.

Investor and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Company

and materials relating to the offer and sale of the Warrants that have been requested by Investor. Investor and its advisors, if any,

have been afforded the opportunity to ask questions of the Company. Neither such inquiries nor any other due diligence investigations

conducted by Investor or its advisors, if any, or its representatives shall modify, amend or affect Investor’s right to rely on

the Company’s representations and warranties contained herein. Investor understands that its investment in the Warrants involves

a high degree of risk and hereby acknowledges reviewing the disclosure under the heading “Item 1A. Risk Factors” in the Company’s

Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 31, 2026 as such disclosure was updated under

the heading “Item 1A. Risk Factors” in the Company’s Form 10-Q for the quarter ended March 31, 2026 filed with the SEC

on May 15, 2026. Investor has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment

decision with respect to its acquisition of the Warrants.

4.6 No

Governmental Review. Investor understands that no United States federal or state agency or any other government or governmental agency

has passed on or made any recommendation or endorsement of the Warrants or the fairness or suitability of the investment in the Warrants

nor have such authorities passed upon or endorsed the merits of the offering of the Warrants.

4.7 Transfer

or Resale. Investor understands that: (i) the offer and sale of the Warrants and the Warrant Shares to Investor has not been and will

not be registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred

unless (A) subsequently registered thereunder, (B) Investor shall have delivered to the Company (if requested by the Company) an opinion

of counsel, in a form reasonably acceptable to the Company, to the effect that such Warrants or Warrant Shares to be sold, assigned or

transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) Investor provides the Company

with reasonable assurance that such Warrants or Warrant Shares can be sold, assigned or transferred pursuant to Rule 144; and (ii) any

certificates or book entry notations evidencing the Warrants or the Warrant Shares may bear one or more legends in substantially the following

form and substance:

“THE SECURITIES REPRESENTED HEREBY

HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY

STATE OF THE UNITED STATES. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED UNLESS (I) SUCH

SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT, (II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144, (III)

THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION

UNDER THE SECURITIES ACT, OR (IV) THE SECURITIES ARE TRANSFERRED WITHOUT CONSIDERATION TO AN AFFILIATE OF SUCH HOLDER OR A CUSTODIAL NOMINEE

(WHICH FOR THE AVOIDANCE OF DOUBT SHALL REQUIRE NEITHER CONSENT NOR THE DELIVERY OF AN OPINION).”

In addition, the Warrants

and the Warrant Shares may contain a legend regarding affiliate status of Investor, if applicable.

4.8 Validity;

Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of Investor and shall constitute

the legal, valid and binding obligations of Investor enforceable against Investor in accordance with their respective terms, except as

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

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

4.9 No

Conflicts. The execution, delivery and performance by Investor of this Agreement and the consummation by Investor of the transactions

contemplated by the Transaction Agreements thereby will not (i) result in a violation of the organizational documents of Investor, or

(ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or

give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which

Investor is a party, or (iii) result in a violation of any law (including U.S. federal and state securities laws) applicable to Investor,

except in the case of clauses (ii) and (iii) above, for such conflicts, defaults, rights or violations which could not, individually or

in the aggregate, reasonably be expected to have a material adverse effect on the ability of Investor to perform its obligations hereunder.

4.10 Residency.

Investor’s residence (if an individual) or offices in which its investment decision with respect to the Warrants was made (if an

entity) are located at the address set forth in Section 8.1(b), except as otherwise communicated by Investor to the Company.

4.11 Independent

Evaluation. Investor confirms and agrees that (i) it has independently evaluated the merits of its decision to purchase the Warrants,

(ii) it has not relied on the advice of, or any representations by any placement agent or any affiliate thereof or any of their respective

representatives in making such decision.

4.12 Brokers and Finders.

Investor has not retained, utilized or been represented by any broker or finder in connection with the transactions contemplated by this

Agreement whose fees the Company would be required to pay.

4.13 Acknowledgement

of Risk. Investor acknowledges and understands that its investment in the Warrants involves a significant degree of risk, including,

without limitation, (i) the Company remains an early stage business with limited operating history and requires substantial funds in addition

to the proceeds from the sale of the Warrants; (ii) an investment in the Company is speculative, and only purchasers who can afford the

loss of their entire investment should consider investing in the Company and the Warrants; (iii) Investor may not be able to liquidate

its investment; (iv) transferability of the Warrants and the Warrant Shares is limited; (v) in the event of a disposition of the Warrants,

Investor could sustain the loss of its entire investment; and (vi) the Company has not paid any dividends on its Common Stock since inception

and does not anticipate the payment of dividends in the foreseeable future.

4.14 Certain Trading

Activities. Other than consummating the transaction contemplated hereby, Investor has not, nor has

any Person acting on behalf of or pursuant to any understanding with Investor, directly or indirectly executed any purchases or sales,

including Short Sales, of the securities of the Company during the period commencing as of the time that Investor was first contacted

by the Company or any other Person regarding the transaction contemplated hereby and ending on the final Additional Purchase Date. Covenants.

4.15 Further Assurances.

Each party agrees to cooperate with each other and their respective officers, employees, attorneys, accountants and other agents, and,

generally, do such other reasonable acts and things in good faith as may be necessary to effectuate the intents and purposes of this

Agreement, subject to the terms and conditions of this Agreement and compliance with applicable law, including taking reasonable action

to facilitate the filing of any document or the taking of reasonable action to assist the other parties hereto in complying with the

terms of this Agreement. Investor acknowledges that the Company will rely on the acknowledgments, understandings, agreements, representations

and warranties contained in this Agreement. Prior to the Closing, Investor agrees to promptly notify the Company if any of the acknowledgments,

understandings, agreements, representations and warranties set forth in Section 4 of this Agreement are no longer accurate.

4.16 DTC Eligibility of

Warrants; Listing the Warrants on a Trading Market. The Company shall use commercially reasonable efforts

to make Warrants eligible for deposit with The Depository Trust Company and to list the Warrants on a National Exchange, such as the

Nasdaq or, if the Warrants are not eligible for trading on the Nasdaq or another National Exchange, the trading markets maintained by

OTC Markets Group Inc.

4.17 Integration.

The Company shall not, and shall use its commercially reasonable efforts to ensure that no Affiliate of the Company shall, sell, offer

for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that

will be integrated with the offer or sale of the Warrants in a manner that would require the registration under the Securities Act of

the sale of the Warrants to Investor, or that will be aggregated with the offer or sale of the Warrants for purposes of the rules and

regulations of any National Exchange such that it would require stockholder approval prior to the closing of such other transaction unless

stockholder approval is obtained before the closing of such subsequent transaction.

4.18 Removal

of Legends.

(a) In

connection with any sale, assignment, transfer or other disposition of the Warrants or the Warrant Shares by Investor pursuant to Rule

144 or pursuant to any other exemption under the Securities Act such that the purchaser acquires freely tradable shares and upon compliance

by Investor with the requirements of this Agreement, if requested by Investor by notice to the Company, the Company shall request the

transfer agent of its Common Stock to remove any restrictive legends related to the book entry account holding such shares and make a

new, unlegended entry for such book entry shares sold or disposed of without restrictive legends as soon as reasonably practicable following

any such request therefor from Investor, provided that the Company has timely received from Investor customary representations and other

documentation reasonably acceptable to the Company in connection therewith. The Company shall be responsible for the fees of its transfer

agent and its legal counsel associated with such legend removal.

(b) Anytime

following the one-year anniversary of the issuance of Warrants and provided that Investor is not an Affiliate of the Company at such time,

the Company shall as soon as reasonably practicable following receipt of a duly completed and executed Legend Removal Certificate from

Investor substantially in the form attached hereto as Exhibit B, (A) deliver to the transfer agent instructions that the transfer

agent shall make a new, unlegended entry for such Warrants or any Warrant Shares issued upon exercise of such Warrants, and (B) cause

its counsel to deliver to the transfer agent one or more opinions to the effect that the removal of such legends in such circumstances

may be effected under the Securities Act if required by the transfer agent to effect the removal of such legend in accordance with the

provisions of this Agreement.

4.19 Withholding Taxes.

Investor agrees to furnish the Company with any information, representations and forms as shall reasonably be requested by the Company

from time to time to assist the Company in complying with any applicable tax law (including any withholding obligations).

4.20 Reservation of Common

Stock. As of the date of this Agreement, the Company has reserved and the Company shall continue to

reserve and keep available at all times, free of preemptive rights, a sufficient number of shares of Common Stock for the purpose of

enabling the Company to issue Warrant Shares that are issuable upon the exercise of the Warrant.

5. Conditions

of Closing.

5.1 Conditions to the

Obligation of Investor. The obligations of Investor to consummate the transactions to be consummated

at the Closing, and to purchase and pay for the Warrant at the Closing are, in each case, subject to the satisfaction or waiver in writing

of the following conditions precedent:

(a) Representations

and Warranties. The representations and warranties of the Company contained herein shall be true and correct in all material respects,

except for those representation and warranties qualified by materiality or material adverse effect, which shall be true and correct in

all respects, as of the date of this Agreement, as though made on and as of such date, except to the extent any such representation or

warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material

respects as of such earlier date, except for those representations and warranties qualified by materiality or material adverse effect,

which shall be true and correct in all respects as of such earlier date.

(b) Performance.

The Company shall have performed in all material respects the obligations and conditions herein required to be performed or observed by

the Company on or prior to the Closing Date with respect to the sale of the Warrant.

Injunction. The purchase of and payment for the Warrants by Investor shall not be prohibited or enjoined by any law or governmental

or court order or regulation and no such prohibition shall have been threatened in writing.

(d) Consents.

The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary for the consummation of

the purchase and sale of the Warrants, all of which shall be in full force and effect.

(e) Adverse

Changes. Since the date of this Agreement, no event or series of events shall have occurred that has had or would reasonably be expected

to have a Material Adverse Effect.

(f) Secretary’s

Certificate. The Secretary of the Company shall have delivered to Investor at the Closing Date a certificate certifying (i) the Amended

and Restated Certificate of Incorporation; (ii) the Amended and Restated Bylaws; and (iii) resolutions of the Company’s Board of

Directors (or an authorized committee thereof) approving this Agreement, the other Transaction Agreements, the transactions contemplated

by this Agreement and the issuance of the Warrants and the Warrant Shares.

(g) Listing

Requirements. No stop order or suspension of trading shall have been imposed by Nasdaq, the SEC or any other governmental or regulatory

body with respect to public trading in the Common Stock. The Common Stock shall be listed on a National Exchange and shall not have been

suspended, as of the Closing Date with respect to the sale of Warrants, by the SEC or the National Exchange from trading thereon.

(h) No

Injunction. No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any

bankruptcy court or judge, or any order of or by any governmental entity or any department or agency thereof, shall have been issued,

and no action or proceeding shall have been instituted by any governmental agency or body, enjoining or preventing the consummation of

the transactions contemplated hereby or in the other Transaction Agreements.

5.2 Conditions to the

Obligation of the Company. The obligation of the Company to consummate the transactions

to be consummated at the Closing, and to issue and sell to Investor the Warrants to be purchased by it at the Closing pursuant to this

Agreement is subject to the satisfaction or waiver in writing of the following conditions precedent, to the extent applicable:

(a) Performance.

Investor shall have performed or complied with in all material respects all obligations and conditions herein required to be performed

or observed by Investor on or prior to the Closing Date.

(b) Injunction.

The purchase of and payment for the Warrants by Investor shall not be prohibited or enjoined by any law or governmental or court order

or regulation.

With respect to the Closing, the Company shall have received payment, by wire transfer of immediately available funds, in the full amount

of the Warrant Purchase Price.

6. Miscellaneous Provisions.

6.1 Notices.

Any notices or other communications required or permitted to be given hereunder shall be in writing and shall be deemed to be given (a)

when delivered if personally delivered to the party for whom it is intended, (b) when delivered, if sent by electronic mail during normal

business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next Business Day, (c) three

(3) Business Days after having been sent by certified or registered mail, return-receipt requested and postage prepaid, or (d) one (1)

Business Day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next Business Day delivery, with

written verification of receipt:

(a) If to the Company, addressed as follows:

XCF Global Inc.

3040 Post Oak Blvd, Floor 18, Suite 164

Houston, TX 77056

Attention: Harvey Schnitzer

Email: h.schnitzer@xcf.global

with a copy (which shall not constitute notice):

Paul Hastings LLP

200 Park Avenue

New York, NY 10166

Attention: Gil Savir

Email: gilsavir@paulhastings.com

(b) If to Investor, addressed as follows:

GL PART SPV II, LLC

30 N Gould St., Suite R

Sheridan WY 82801

Attention: Majique Ladnier

Email: ml@glspv.com

Any Person may change the

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

6.2 Consent to Electronic

Notice. Investor consents to the delivery of any stockholder notice pursuant to Section 232 of the

Delaware General Corporation Law, as amended or superseded from time to time, at the e-mail address set forth below in Section 8.1(b),

as updated from time to time by notice to the Company. To the extent that any notice given by means of electronic mail is returned or

undeliverable for any reason, the foregoing consent shall be deemed to have been revoked until a new or corrected e-mail address has

been provided, and such attempted electronic notice shall be ineffective and deemed to not have been given. Each party agrees to promptly

notify the other parties of any change in its e-mail address, and that failure to do so shall not affect the foregoing.

6.3 Severability.

If any part or provision of this Agreement is held unenforceable or in conflict with the applicable laws or regulations of any jurisdiction,

the invalid or unenforceable part or provisions shall be replaced with a provision which accomplishes, to the extent possible, the original

business purpose of such part or provision in a valid and enforceable manner, and the remainder of this Agreement shall remain binding

upon the parties hereto.

6.4 Governing Law; Submission

to Jurisdiction; Venue.

(a) This

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

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

(b) The

Company and Investor hereby irrevocably and unconditionally:

(i) submits

for itself and its property in any legal action or proceeding relating solely to this Agreement or the transactions contemplated hereby,

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

Federal District Court for the District of Delaware;

(ii) consents

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

of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not

to plead or claim the same to the extent permitted by applicable law;

(iii) agrees

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

any substantially similar form of mail), postage prepaid, to the party, as the case may be, at its address set forth in Section 7.1

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

(iv) agrees

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

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

clause (i) are not available despite the intentions of the parties hereto; and

(v) agrees

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

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

herein or as otherwise permitted by law.

6.5 Waiver of Jury

Trial. Each party acknowledges and agrees that any controversy which may arise under this Warrant is likely to involve complicated

and difficult issues and, therefore, each such party irrevocably and unconditionally waives any right it may have to a trial by jury

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

6.6 Waiver.

No waiver of any term, provision or condition of this Agreement, whether by conduct or otherwise, in any one or more instances, shall

be deemed to be, or be construed as, a further or continuing waiver of any such term, provision or condition or as a waiver of any other

term, provision or condition of this Agreement.

6.7 Expenses.

Except as expressly set forth in the Transaction Agreements to the contrary, each party shall pay its own out-of-pocket fees and expenses,

including the fees and expenses of attorneys, accountants and consultants employed by such party, incurred in connection with the proposed

investment in the Warrants and the consummation of the transactions contemplated thereby; provided, however, that the Company shall pay

all Transfer Agent fees (including, without limitation, any fees required for same-day processing of any instruction letter delivered

by the Company), stamp taxes and other taxes (other than income taxes) and duties levied in connection with the delivery of any Warrants

or Warrant Shares to Investor.

6.8 Assignment.

None of the parties may assign its rights or obligations under this Agreement or designate another person (i) to perform all or part

of its obligations under this Agreement or (ii) to have all or part of its rights and benefits under this Agreement, in each case without

the prior written consent of (x) the Company, in the case of Investor, and (y) Investor, in the case of the Company, provided that Investor

may, without the prior consent of the Company, assign its rights to purchase the Warrants hereunder to any of its Affiliates (provided

each such assignee agrees to be bound by the terms of this Agreement and makes the same representations and warranties set forth in Section

4). In the event of any assignment in accordance with the terms of this Agreement, the assignee shall specifically assume and be

bound by the provisions of this Agreement by executing a writing agreeing to be bound by and subject to the provisions of this Agreement

and shall deliver an executed counterpart signature page to this Agreement and, notwithstanding such assumption or agreement to be bound

hereby by an assignee, no such assignment shall relieve any party assigning any interest hereunder from its obligations or liability

pursuant to this Agreement.

6.9 Confidential Information.

(a) Investor

covenants that until such time as the transactions contemplated by this Agreement and any material non-public information provided to

Investor are publicly disclosed by the Company, Investor will maintain the confidentiality of all disclosures made to it in connection

with this transaction (including the existence and terms of this transaction), other than to Investor’s outside attorney, accountant,

auditor or investment advisor only to the extent necessary to permit evaluation of the investment, and the performance of the necessary

or required tax, accounting, financial, legal, or administrative tasks and services and other than as may be required by law.

(b) The

Company may request from Investor such reasonable and customary additional information as the Company may deem necessary to evaluate the

eligibility of Investor to acquire the Warrants, and Investor shall promptly provide such information as may reasonably be requested to

the extent readily available; provided, that the Company agrees to keep any such information provided by Investor confidential,

except (i) as required by the federal securities laws, rules or regulations and (ii) to the extent such disclosure is required by other

laws, rules or regulations, at the request of the staff of the SEC or regulatory agency or under the regulations of Nasdaq. Investor acknowledges

that the Company may file a copy of this Agreement with the SEC as exhibit to a periodic report, a current report or a registration statement

of the Company.

6.10 Third Parties.

Nothing in this Agreement, express or implied, is intended to confer on any Person other than the parties to this Agreement any rights,

remedies, claims, benefits, obligations or liabilities under or by reason of this Agreement, and no Person that is not a party to this

Agreement (including, without limitation, any partner, member, shareholder, director, officer, employee or other beneficial owner of

any party to this Agreement, in its own capacity as such or in bringing a derivative action on behalf of a party to this Agreement) shall

have any standing as a third party beneficiary with respect to this Agreement or the transactions contemplated hereby.

6.11 Headings.

The titles, subtitles and headings in this Agreement are for convenience of reference and shall not form part of, or affect the interpretation

of, this Agreement.

6.12 Counterparts.

This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and

shall become effective when counterparts have been signed by each party and delivered to the other party; provided that a facsimile or

pdf signature including any electronic signatures complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com, shall be

considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original,

not a facsimile or pdf (or other electronic reproduction of a) signature.

6.13 Entire Agreement;

Amendments. This Agreement and the other Transaction Agreements (including all schedules and exhibits

hereto and thereto), constitute the entire agreement between the parties hereto respecting the subject matter of this Agreement and supersedes

all prior agreements, negotiations, understandings, representations and statements respecting the subject matter of this Agreement, whether

written or oral. No amendment, modification, alteration, or change in any of the terms of this Agreement shall be valid or binding upon

the parties hereto unless made in writing and duly executed by the Company and Investor. The Company, on the one hand, and Investor,

on the other hand, may by an instrument signed in writing by such parties waive the performance, compliance or satisfaction by Investor

or the Company, respectively, with any term or provision of this Agreement or any condition hereto to be performed, complied with or

satisfied by Investor or the Company, respectively.

6.14 Survival.

The covenants, representations and warranties made by each party hereto contained in this Agreement shall survive the Closing and the

delivery of the Warrants in accordance with their respective terms.

6.15 Contract Interpretation.

This Agreement is the joint product of Investor and the Company and each provision of this Agreement has been subject to the mutual consultation,

negotiation and agreement of such parties and shall not be construed for or against any party hereto.

6.16 Arm’s Length

Negotiations. For the avoidance of doubt, the parties acknowledge and confirm that the terms and conditions

of the Warrants were determined as a result of arm’s-length negotiations.

[Remainder of Page Intentionally Left Blank.]

IN WITNESS WHEREOF,

the parties hereto have executed this Agreement as of the day and year first above written.

COMPANY:

XCF GLOBAL, INC.

By:

Christopher Cooper

Name:

Christopher Cooper

Title:

Chief Executive Officer

IN WITNESS WHEREOF,

the parties hereto have executed this Agreement as of the day and year first above written.

INVESTOR:

GL PART SPV II, LLC

By:

/s/ Majique Ladnier

Name:

Majique Ladnier

Title:

Manager

Address:

30 N Gould St., Suite R

Sheridan WY 82801

Attention: Majique Ladnier

Email: ml@glspv.com

EXHIBIT A

FORM OF WARRANT

A-1

EXHIBIT B

LEGEND REMOVAL CERTIFICATE

The undersigned stockholder and/or warrant holder

(the “Securityholder”) of XCF Global, Inc., a Delaware

corporation (the “Company”), is delivering this certificate to the Company in connection with the Securityholder’s

request to remove the transfer restriction legends under the Securities Act of 1933, as amended (the “Securities Act”),

from certificates or book-entry notations issued in the Securityholder’s name with respect to the number of shares of the Company’s

Class A Common Stock (the “Shares”) and/or the number of Warrants (the “Warrants”

and, together with the Shares, the “Securities”) set forth on Schedule I hereto.

A. The Securityholder hereby represents and warrants to the Company that the Securityholder is not currently

an affiliate of the Company, as that term is defined in paragraph (a)(1) of Rule 144 promulgated

under the Securities Act (“Rule 144”), and has not been an affiliate of the Company for a period of three

months prior to the date hereof.

B. The Securityholder, pursuant to a Warrant Purchase Agreement, dated September 14, by and between the Company

and the Securityholder, acquired and fully paid for the Securities (or is deemed to have acquired and fully paid for the Securities) on

September 14, 2026 in accordance with paragraph (d) of Rule 144 and the interpretations of the Division

of Corporation Finance of the Securities and Exchange Commission thereunder.

C. The Securityholder hereby represents and warrants to the Company that the Securityholder is sophisticated

in financial matters and is familiar with the registration requirements under the Securities Act. If the Securityholder is an investment

fund, the Securityholder’s chief compliance officer (or other responsible officer with substantially similar duties) (or the chief

compliance officer (or other responsible officer with substantially similar duties) of the general partner, manager or other entity which

manages the Securityholder) has reviewed this certificate and is aware that the Securityholder will be executing and delivering this certificate

to the Company and undertaking the obligations set forth herein.

D. The Securityholder acknowledges that the Company formerly was a “special purpose acquisition corporation”

and therefore is an issuer described in subsection (i)(1)(ii) of Rule 144.

E. The Securityholder did not originally acquire the Shares with a view to, or for resale in connection with,

any distribution thereof in violation of the Securities Act.

F. If the Securityholder is an investment fund, the Securityholder has established and maintains adequate

controls and procedures to ensure that the Shares are transferred and/or sold only pursuant to (i) an effective resale registration statement

under the Securities Act registering the Securityholder’s resale of the Securities, which includes a prospectus that is current,

and in the manner contemplated by such registration statement, including the “Plan of Distribution” contained therein or (ii)

an exemption from the registration requirements of the Securities Act. Such controls include, but are not limited to, procedures designed

to identify, segregate, and control the Securities. Such controls and procedures are effective in all material respects to perform the

functions for which they were established.

B-1

G. The Securityholder hereby covenants that:

1. The Securityholder will transfer the Securities only:

(a) pursuant to an effective resale registration statement under the Securities Act registering the Securityholder’s

resale of the Securities, which includes a prospectus that is current, and in the manner contemplated by such registration statement,

including the “Plan of Distribution” contained therein;

(b) in accordance with Rule 144, including the requirement of subsection (i)(2) of Rule 144 that the Company: (i)

be then subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange

Act”), and (ii) has filed all reports and other materials required to be filed by Section 13 or 15(d) of such Exchange Act,

as applicable, during the preceding 12 months, other than Form 8-K reports; or

that the Securityholder provides the Company with advance notice of such transfer and, if requested, an opinion of counsel that the proposed

transfer is exempt from the registration requirements of the Securities Act.

2. Securityholder acknowledges and agrees that, unless there is registration statement registering the issuance

of Shares upon the exercise of a Warrant under the Securities Act, Securityholder shall only be permitted to exercise such Securityholder’s

Warrant on a cashless basis pursuant to Section 2(d) of the Warrant.

3. The Securityholder acknowledges and agrees that the Company is under no obligation to provide oral or

written notice to the Securityholder regarding the availability of an exemption from registration pursuant to Rule 144, and the Securityholder

shall be responsible for ensuring that any proposed transfers of the Shares in reliance upon Rule 144 comply with Rule 144, including

without limitation subsection (i)(2) thereof. The Securityholder further acknowledges and agrees that Rule 144 may not be available as

an exemption from registration for future transfers of the Securities.

4. The Securityholder will provide the Company with any update to the Securityholder’s contact information

set forth on the signature page hereof for purposes of any notification to be delivered to the Securityholder relating hereto.

H. The Securityholder agrees

that, in connection with the matters described above, the Company, Paul Hastings LLP, the Company’s legal counsel, and the Company’s

transfer, may rely upon the statements, representations and warranties made herein, as if this certificate had been addressed to them,

(i) with respect to Paul Hastings LLP, for purposes of preparing and delivering any legal opinion(s) required in connection with

the removal of the transfer restriction legends from the Securities, and, (ii) with respect to the

transfer agent, in connection with the removal of the transfer restriction legends from the Securities.

The Securityholder hereby agrees to indemnify and to hold harmless the Company, its officers, employees or representatives, Paul Hastings,

LLP and the transfer agent (each an “Indemnified Person”) from any liability for any breach of the foregoing

representations and warranties and covenants (and the costs and expenses of defending against such liability or alleged liability); provided

that in no event will an Indemnified Person be entitled to recover or make a claim for any amount in respect of consequential, incidental

or indirect damages, lost profits or special or punitive damages.

[Signature page follows]

B-2

Very truly yours,

Name of Securityholder:

Signature:

Name of Signatory:

Title of Signatory:

Date:

Contact Name No. 1:

Phone Number:

Email:

Contact Name No. 2:

Phone Number:

Email:

B-3

Schedule I

Entity/Individual Legal Name

Registration Name

Tax Identification Number

Number of Shares and/or Warrants

Share/Warrant Certificate or Book Entry Information

B-4

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Sep. 15, 2026

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XCF

GLOBAL, INC.

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Post Oak Blvd.

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Houston

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