COMPANY SUPPORT AGREEMENTCompany Support Agreement • March 12th, 2024 • Focus Impact BH3 Acquisition Co • Blank checks • Delaware
THIS COMPANY SUPPORT AGREEMENT (this “Agreement”), dated as of March 11, 2024, is made by and among XCF Global Capital, Inc., a Nevada corporation (the “Company”), Focus Impact BH3 Acquisition Company, a Delaware corporation (the “SPAC”), Focus Impact BH3 Newco, Inc., a Delaware corporation and wholly owned subsidiary of the SPAC (“NewCo”), and the individual and/or entity whose names appear in the signature block to this Agreement (each, a “Core Company Securityholder” and, collectively, the “Core Company Securityholders”).
BUSINESS COMBINATION AGREEMENT BY AND AMONG FOCUS IMPACT BH3 ACQUISITION COMPANY, FOCUS IMPACT BH3 NEWCO, INC., FOCUS IMPACT BH3 MERGER SUB 1, LLC, FOCUS IMPACT BH3 MERGER SUB 2, INC., AND XCF GLOBAL CAPITAL, INC. DATED AS OF MARCH 11, 2024Business Combination Agreement • March 12th, 2024 • Focus Impact BH3 Acquisition Co • Blank checks • Delaware
This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of March 11, 2024, is made by and among Focus Impact BH3 Acquisition Company, a Delaware corporation (“BHAC”), Focus Impact BH3 NewCo, Inc., a Delaware corporation and wholly owned subsidiary of BHAC (“NewCo”), Focus Impact BH3 Merger Sub 1, LLC, a Delaware limited liability company and wholly owned subsidiary of NewCo (“Merger Sub 1”), Focus Impact BH3 Merger Sub 2, Inc., a Delaware corporation and wholly owned subsidiary of NewCo (“Merger Sub 2”), and XCF Global Capital, Inc., a Nevada corporation (the “Company”). BHAC, NewCo, Merger Sub 1, Merger Sub 2, and the Company shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.
SPONSOR SIDE LETTERLetter Agreement • March 12th, 2024 • Focus Impact BH3 Acquisition Co • Blank checks
This letter agreement (this “Side Letter”) is dated as of March 10, 2024, by and between Focus Impact BHAC Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), Focus Impact BH3 Newco, Inc., a Delaware corporation and wholly owned subsidiary of SPAC (“NewCo”), and Focus Impact BH3 Acquisition Company, a Delaware corporation (“SPAC”). Capitalized terms used but not defined in this Side Letter shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below), except as otherwise provided in this Side Letter.
