WARRANTWarrant Agreement • February 3rd, 2023 • Global Clean Energy Holdings, Inc. • Industrial organic chemicals • Delaware
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (A) A REGISTRATION STATEMENT COVERING THIS WARRANT OR SUCH SECURITIES, AS THE CASE MAY BE, IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (B) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE CORPORATION REQUESTS, AN OPINION SATISFACTORY TO THE CORPORATION TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL.
WAIVER NO. 7 TO CREDIT AGREEMENTWaiver to Credit Agreement • February 3rd, 2023 • Global Clean Energy Holdings, Inc. • Industrial organic chemicals
This WAIVER NO. 7 TO CREDIT AGREEMENT, dated as of January 30, 2023 (this “Waiver”), is entered into by and among BKRF OCB, LLC, a Delaware limited liability company (the “Borrower”), BKRF OCP, LLC, a Delaware limited liability company (“Holdings”), Bakersfield Renewable Fuels, LLC, a Delaware limited liability company (the “Project Company”), Orion Energy Partners TP Agent, LLC, in its capacity as the administrative agent (in such capacity, the “Administrative Agent”), and the Tranche A Lenders, Tranche B Lenders, and Tranche C Lenders party hereto, constituting 100% of the Tranche A Lenders, Tranche B Lenders, and Tranche C Lenders party to the Credit Agreement (as defined below) (the “Signatory Lenders”). As used in this Waiver, capitalized terms which are not defined herein shall have the meanings ascribed to such terms in the Credit Agreement (including, as applicable, in the Tenth Amendment (as defined below)) unless otherwise specified.
AMENDMENT NO. 10 TO CREDIT AGREEMENTCredit Agreement • February 3rd, 2023 • Global Clean Energy Holdings, Inc. • Industrial organic chemicals
This AMENDMENT NO. 10 TO CREDIT AGREEMENT (this “Agreement”), dated as of January 30, 2023 (the “Signing Date”), is entered into by and among BKRF OCB, LLC, a Delaware limited liability company (the “Borrower”), BKRF OCP, LLC, a Delaware limited liability company (“Holdings”), Bakersfield Renewable Fuels, LLC, a Delaware limited liability company (the “Project Company”), Orion Energy Partners TP Agent, LLC, in its capacity as the administrative agent (in such capacity, the “Administrative Agent”), and the Tranche A Lenders, Tranche B Lenders and Tranche C Lenders party hereto, constituting 100% of the Tranche A Lenders, the Tranche B Lenders and the Tranche C Lenders party to the Credit Agreement (as defined below) (the “Signatory Lenders”). As used in this Agreement, capitalized terms which are not defined herein shall have the meanings ascribed to such terms in the Credit Agreement unless otherwise specified.
PLEDGE AND SECURITY AGREEMENT Dated as of January 30, 2023 among SUSTAINABLE OILS, INC., as SusOils, GLOBAL CLEAN ENERGY HOLDINGS, INC., as SusOils Pledgor, and ORION ENERGY PARTNERS TP AGENT, LLC, as Collateral AgentPledge and Security Agreement • February 3rd, 2023 • Global Clean Energy Holdings, Inc. • Industrial organic chemicals • New York
PLEDGE AND SECURITY AGREEMENT, dated as of January 30, 2023 (this “Agreement”), among SUSTAINABLE OILS, INC., a Delaware corporation ( “SusOils”), GLOBAL CLEAN ENERGY HOLDINGS, INC., a Delaware corporation (“SusOils Pledgor” and, collectively with SusOils, the “Grantors”), and ORION ENERGY PARTNERS TP AGENT, LLC, as collateral agent for the Secured Parties (in such capacity, together with any successor collateral agent appointed pursuant to Section 8.01 of the Credit Agreement referred to below, the “Collateral Agent”).
REGISTRATION RIGHTS AGREEMENT AMENDMENTRegistration Rights Agreement • February 3rd, 2023 • Global Clean Energy Holdings, Inc. • Industrial organic chemicals
This Registration Rights Agreement Amendment (this “Amendment”) to that certain RRA (as defined below), is dated as of this 30th day of January, 2023 (the “Effective Date”), by and among Global Clean Holdings Inc., a Delaware corporation (the “Company”), Orion Energy Credit Opportunities Fund II, L.P., Orion Energy Credit Opportunities Fund II PV, L.P., Orion Energy Credit Opportunities Fund II GPFA, L.P., Orion Energy Credit Opportunities Fund GCE Co-Invest, L.P., Orion Energy Credit Opportunities Fund GCE Co-Invest B, L.P., Orion Energy Credit Opportunities Fund III PV, L.P., Orion Energy Credit Opportunities Fund III GPFA, L.P., Orion Energy Credit Opportunities Fund III, L.P., Orion Energy Credit Opportunities Fund III GPFA PV, L.P., LIF AIV 1, L.P., Voya Renewable Energy Infrastructure Originator I LLC and Voya Renewable Energy Infrastructure Originator L.P. (the “Investors”). The Company and the Investors are each referred to herein as a “Party” and collectively as the “Parties”.
