MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among XCF GLOBAL CAPITAL, INC. (the “Buyer”) And RESC RENEWABLES HOLDINGS, LLC (the “Seller”) As of December 8, 2023Membership Interest Purchase Agreement • July 31st, 2024 • Focus Impact BH3 NewCo, Inc. • Industrial organic chemicals • Nevada
This Membership Interest Purchase Agreement (this “Agreement”), dated as of December 8, 2023, is entered into by and among RESC Renewables Holdings, LLC, a Nevada limited liability company (“Seller”) and XCF Global Capital, Inc., a Nevada corporation (“Buyer” or “XCF”). The Seller and Buyer are sometimes individually referred to herein as a “Party” and collectively as the “Parties.”
ADDENDUM 3Supply and Offtake Agreement • July 31st, 2024 • Focus Impact BH3 NewCo, Inc. • Industrial organic chemicals
This Addendum 3 (the “Addendum”) is made and entered into this 27th day of April, 2020 to that certain SUPPLY AND OFFTAKE AGREEMENT (the “Agreement”) by and between RYZE RENEWABLES RENO, LLC (“Ryze”), a limited liability company formed under the laws of the state of Delaware, and PHILLIPS 66 COMPANY (“Phillips 66”) a corporation incorporated under the laws of Delaware dated May 23rd, 2017.
ADDENDUM 4Supply and Offtake Agreement • July 31st, 2024 • Focus Impact BH3 NewCo, Inc. • Industrial organic chemicals
This Addendum 4 (the “Addendum”) is made and entered into this 8th day of April, 2021 to that certain SUPPLY AND OFFTAKE AGREEMENT (the “Agreement”) by and between NEW RISE RENEWABLES RENO, LLC (“Rise”), a limited liability company formed under the laws of the state of Delaware, and PHILLIPS 66 COMPANY (“Phillips 66”) a corporation incorporated under the laws of Delaware dated May 23rd, 2017.
ADDENDUM 1Supply and Offtake Agreement • July 31st, 2024 • Focus Impact BH3 NewCo, Inc. • Industrial organic chemicals
This Addendum 1 (the “Addendum”) is made and entered into this 6th day of December, 2017 to that certain SUPPLY AND OFFTAKE AGREEMENT (the “Agreement”) by and between RYZE RENEWABLES RENO, LLC (“Ryze”), a limited liability company formed under the laws of the state of Delaware, and PHILLIPS 66 COMPANY (“Phillips 66”) a corporation incorporated under the laws of Delaware dated May 23rd, 2017.
OPERATION AND MAINTENANCE AGREEMENT (Reno, Nevada Facilities)Operation and Maintenance Agreement • July 31st, 2024 • Focus Impact BH3 NewCo, Inc. • Industrial organic chemicals • Alabama
THIS OPERATION AND MAINTENANCE AGREEMENT (this “Agreement”) is made and entered into on this 5th, day of February 2024, by and between Orion Plant Services, Inc., an Alabama corporation (“Operator” or “Orion”), and New Rise Renewables Reno, LLC, a Delaware limited liability company (“Owner” or “New Rise”). Operator and Owner are referred to herein, individually, as a “Party” and, collectively, as the “Parties.”
AXENS NORTH AMERICA, INC. LICENSE AGREEMENT Job# 8628License Agreement • July 31st, 2024 • Focus Impact BH3 NewCo, Inc. • Industrial organic chemicals
Axens North America, Inc., a Delaware corporation and a wholly-owned affiliate of Axens (France), having a registered office at 1800 St James Place, Suite 500, Houston, TX, 77056, USA and represented by Christian VAUTE acting as Chief Executive Officer, having full authority to sign this License Agreement (hereinafter referred to as “LICENSOR”); and
ADDENDUM 5Supply and Offtake Agreement • July 31st, 2024 • Focus Impact BH3 NewCo, Inc. • Industrial organic chemicals
This Addendum 5 (the “Addendum”) is made and entered into this 31st day of March, 2022 to that certain SUPPLY AND OFFTAKE AGREEMENT (the “Agreement”) by and between NEW RISE RENEWABLES RENO, LLC (“Rise”), a limited liability company formed under the laws of the state of Delaware, and PHILLIPS 66 COMPANY (“Phillips 66”) a corporation incorporated under the laws of Delaware dated May 23rd, 2017.
MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among XCF GLOBAL CAPITAL, INC. (the “Buyer”) And RANDY SOULE and GL PART I SPV, LLC (the “Sellers”) As of December 8, 2023Membership Interest Purchase Agreement • July 31st, 2024 • Focus Impact BH3 NewCo, Inc. • Industrial organic chemicals • Nevada
This Membership Interest Purchase Agreement (this “Agreement”), dated as of December 8, 2023, is entered into by and among Randy Soule (“Soule”) and GL Part I SPV, LLC, a Wyoming limited liability company (“GL”; and together with Soule, “Sellers”; and each of Soule and GL, a “Sellers”) Sellers and XCF Global Capital, Inc., a Nevada corporation (“Buyer” or “XCF”). The Sellers and Buyer are sometimes individually referred to herein as a “Party” and collectively as the “Parties.”
ADDENDUM 6Supply and Offtake Agreement • July 31st, 2024 • Focus Impact BH3 NewCo, Inc. • Industrial organic chemicals • Texas
This Addendum 6 (the “Addendum”) is made and entered into this 22nd day of November, 2022 to that certain SUPPLY AND OFFTAKE AGREEMENT (the “Agreement”) by and between NEW RISE RENEWABLES RENO, LLC (“New Rise”), a limited liability company formed under the laws of the state of Delaware, and PHILLIPS 66 COMPANY (“Phillips 66” or “P66”) a corporation incorporated under the laws of Delaware.
SUPPLY AND OFFTAKE AGREEMENT BETWEEN RYZE RENEWABLES RENO, LLC AND PHILLIPS 66 COMPANY DATED MAY 23, 2017Supply and Offtake Agreement • July 31st, 2024 • Focus Impact BH3 NewCo, Inc. • Industrial organic chemicals • New York
THIS SUPPLY AND OFFTAKE AGREEMENT (this “Agreement”) is entered into effective as of the 23” day of May, 2017 (the “Effective Date”) by and between RYZE RENEWABLES RENO, LLC (“Ryze”), a limited liability company formed under the laws of the state of Delaware, and PHILLIPS 66 COMPANY (“Phillips 66”), a corporation incorporated under the laws of Delaware. Ryze and Phillips 66 are sometimes referred to individually as a “Party” and collectively as the “Parties”.
SECURITY AGREEMENT-PLEDGESecurity Agreement • July 31st, 2024 • Focus Impact BH3 NewCo, Inc. • Industrial organic chemicals
This Security Agreement-Pledge (this “Agreement”) is dated as of December 8, 2023 (the “Effective Date”) and is entered into between XCF Global Capital, Inc., a Nevada corporation whose principal address is 5170 Golden Foothill Parkway, El Dorado Hills, California 95762, referred to in this Agreement as (“Pledgor”), and RESC Renewables Holdings, LLC, a Nevada limited liability company whose principal address is 14830 Kivett Ln, Reno, NV 89521, referred to in this Agreement as (“Secured Party”). Pledgor and Secured Party are sometimes hereinafter referred to together as the “Parties” and individually as a “Party’’.
ADDENDUM 7Supply and Offtake Agreement • July 31st, 2024 • Focus Impact BH3 NewCo, Inc. • Industrial organic chemicals
This Addendum 7 (the “Addendum”) is made and entered into this day of May, 2024 to that certain SUPPLY AND OFFTAKE AGREEMENT, as amended (the “Agreement”) by and between NEW RISE RENEWABLES RENO, LLC (“Rise”), a limited liability company formed under the laws of the state of Delaware, and PHILLIPS 66 COMPANY (“Phillips 66”) a corporation incorporated under the laws of Delaware dated May 23rd, 2017.
ASSET PURCHASE AGREEMENT by and between XCF GLOBAL CAPITAL, INC. as Buyer and GOOD STEWARD BIOFUELS FL, LLC as SellerAsset Purchase Agreement • July 31st, 2024 • Focus Impact BH3 NewCo, Inc. • Industrial organic chemicals • Florida
This Asset Purchase Agreement (this “Agreement”) is made and entered into effective as of October 2023, by and between XCF Global Capital, Inc., a Nevada corporation on (“Buyer”), Good Steward Biofuels FL, LLC, a Florida limited liability company (“Seller”). Buyer and Seller are referred to herein collectively as the “Parties” and individually as a “Party.”
ADDENDUM 2Supply and Offtake Agreement • July 31st, 2024 • Focus Impact BH3 NewCo, Inc. • Industrial organic chemicals
This Addendum 2 (the “Addendum”) is made and entered into this 23rd day of October, 2019 to that certain SUPPLY AND OFFTAKE AGREEMENT (the “Agreement”) by and between RYZE RENEWABLES RENO, LLC (“Ryze”), a limited liability company formed under the laws of the state of Delaware, and PHILLIPS 66 COMPANY (“Phillips 66”) a corporation incorporated under the laws of Delaware dated May 23rd, 2017.
ASSET PURCHASE AGREEMENT by and between XCF GLOBAL CAPITAL, INC. as Buyer and SOUTHEAST RENEWABLES LLC as SellerAsset Purchase Agreement • July 31st, 2024 • Focus Impact BH3 NewCo, Inc. • Industrial organic chemicals • California
